Blackbird Critical Metals Corp. Signs Agreement to Acquire Lir Life Sciences Inc.

Core Viewpoint - Blackbird Critical Metals Corp. has entered into a definitive share purchase agreement to acquire 100% of Lir Life Sciences Inc. in exchange for at least 21,807,143 common shares of Blackbird, marking a significant strategic shift for the company [1][2]. Summary of the Acquisition - The acquisition involves purchasing all issued and outstanding Lir Shares at a deemed price of $0.35 per share, with a 1:1 share exchange [2]. - The acquisition is classified as a "Fundamental Change" under CSE Policy 8, requiring approval from both the CSE and Blackbird shareholders [2][6]. Post-Acquisition Plans - Following the acquisition, Blackbird intends to continue Lir Life Sciences' business under the name "Lir Life Sciences Corp." [3]. - Certain shares issued in the acquisition will be subject to resale restrictions and escrow under CSE policies [3][4]. Concurrent Financing - Lir Life Sciences plans to complete a private placement offering for a minimum of $1,000,000 at a price of $0.35 per subscription receipt, which will convert into Lir Shares prior to closing [4]. - Finders' fees of 8% of gross proceeds and corresponding warrants may be paid to those who introduce subscribers to Lir Life Sciences [4]. Share Consolidation - Prior to closing, Blackbird will consolidate its shares on a 1.5:1 basis, meaning shareholders will receive one post-consolidation share for every one-and-a-half shares held [4]. Pooling Agreement - Certain Lir Shareholders will enter into a pooling agreement, restricting the sale or transfer of their shares for a period of 20 months, with releases occurring in equal tranches [5]. Conditions Precedent - The acquisition is subject to several conditions, including shareholder approvals, completion of the concurrent financing, and regulatory approvals [6]. Management Changes - Upon closing, all current directors and officers of Blackbird will resign except for Gurdeep Bains, with new directors and officers expected to include Dr. Edward Mills as CEO [7]. Shareholder Approval - The company anticipates obtaining written approval from Blackbird shareholders holding more than 50% of the shares for the acquisition [8]. Listing Statement - A CSE Form 2A Listing Statement will be filed to provide details regarding the acquisition and the resulting issuer [9]. Trading Status - Trading in Blackbird Shares has been halted pending the satisfaction of CSE requirements and approval to resume trading [10]. About Lir Life Sciences - Lir Life Sciences is an early-stage biopharmaceutical company focused on transdermal drug delivery for metabolic disorders, particularly obesity, and has secured a proprietary drug delivery platform [11]. About Blackbird Critical Metals Corp. - Blackbird is a Canadian mineral exploration company focused on acquiring and developing critical metal properties for green technologies and renewable energy [13].