Left Field Capital, Kilroy Metal firm up qualifying transaction with financing

Vancouver, British Columbia--(Newsfile Corp. - September 18, 2026) - Left Field Capital Corp. (TSXV: LFC.P) (" Left Field "), a capital pool company, and Kilroy Metal, Inc. (" Kilroy ") are pleased to provide an update on their proposed business combination transaction (the " Proposed Transaction ") as previously announced on June 3, 2026. It is expected the Proposed Transaction will qualify as Left Field's "Qualifying Transaction" under the policies of the TSX Venture Exchange (the " TSXV ").

Definitive Agreement

Left Field and Kilroy are pleased to announce that they have entered into a definitive business combination agreement dated September 18, 2026 (the " Definitive Agreement ") pursuant to which: (i) Kilroy shall complete a pre-closing reorganization where holders of securities of Kilroy will exchange such securities for equivalent securities of Kilroy Canada Corp., a newly formed Canadian holding corporation (" Canadian Holdco "); and (ii) immediately after the pre-closing reorganization, a three-cornered amalgamation (the " Amalgamation ") will be completed involving Left Field, Finco and Canadian Holdco whereby Finco and Canadian Holdco will amalgamate to form a corporation wholly owned by the Resulting Issuer (" Amalco "). As consideration for the acquisition of all of the outstanding securities of Canadian Holdco, holders of issued and outstanding common shares (" Holdco Shares ") and common share purchase warrants (" Holdco Warrants ") of Canadian Holdco will receive two (2) Resulting Issuer Shares and two (2) Resulting Issuer Warrants for each one (1) Holdco Share and Holdco Warrant, respectively, issued and outstanding immediately prior to the closing of the Proposed Transaction.

The result of the foregoing shall be that on completion of the Proposed Transaction, Amalco shall be a wholly owned subsidiary of the Resulting Issuer. Kilroy, the company which owns a 100% interest in and to the Crown King Road Project, shall be a wholly owned subsidiary of Amalco and an indirect wholly owned subsidiary of the Resulting Issuer. Upon the completion of the Proposed Transaction, it is expected the Resulting Issuer will change its name to "Kilroy Metal Inc.", or such other name as Kilroy may determine (the " Name Change ") and the Resulting Issuer will be a mining issuer focused on exploration of the Crown King Road Project.

Trading in the common shares of Left Field (the " Left Field Shares ") was halted, as previously disclosed in the press release dated June 3, 2026 and is not expected to resume trading until completion of the Proposed Transaction or until the TSXV receives the requisite documentation to resume trading.

The Proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" as such term is defined in Policy 2.4 - Capital Pool Companies of the TSXV (the " CPC Policy "). No Non-Arm's Length Party to Left Field (as such term is defined in the CPC Policy) (a) has any direct or indirect beneficial interest in Kilroy, or (b) is an insider of Kilroy. There is no relationship between or among a Non-Arm's Length Party to Left Field and a Non-Arm's Length Party to the Qualifying Transaction (as such terms are defined in the CPC Policy). There is no finder's fee or commission payable in connection with the Proposed Transaction, and no deposit, advance, or loan was made or will be made between the Left Field and Kilroy.

The Offering

Left Field and a wholly owned subsidiary of Left Field (" Finco ") intend to complete a non-brokered private placement offering (the " Offering" ) of Left Field subscription receipts (the " LF Subscription Receipts ") and Finco subscription receipts (the " Finco Subscription Receipts " and together with the LF Subscription Receipts, the " Subscription Receipts ") in each case at a price per Subscription Receipt of C$0.45 (the " Issue Price "), for the issuance of a minimum of 11,111,111 Subscription Receipts and a maximum of up to 13,333,333 Subscription Receipts, for minimum aggregate gross proceeds of C$5,000,000 and maximum aggregate gross proceeds of up to C$6,000,000.

The Offering is being completed in connection with the Proposed Transaction which will include the listing of the common shares of Left Field after completion of the Proposed Transaction (the " Resulting Issuer ") on the TSXV. Each LF Subscription Receipt will represent the right of a holder to receive, upon satisfaction or waiver of the Escrow Release Conditions (as defined below), without payment of additional consideration, one unit of the Resulting Issuer (each, a " Unit "). Each Unit will be comprised of one common share in the capital of the Resulting Issuer (each, a " Resulting Issuer Share ") and one half of one common share purchase warrant (each a " Resulting Issuer Warrant "). Each whole Resulting Issuer Warrant will entitle the holder to purchase one Resulting Issuer Share for an exercise price of C$0.65 for 24 months following the closing of the Proposed Transaction.

Each Finco Subscription Receipt will represent the right of a holder to receive, upon satisfaction or waiver of the Escrow Release Conditions (as defined below), without payment of additional consideration, one common share of Finco (a " Finco Share ") and one half of one Finco common share purchase warrant (a " Finco Warrant "). Pursuant to the terms of the Proposed Transaction and the Offering, each Finco Share issued upon conversion of the Finco Subscription Receipts will be exchanged for Resulting Issuer Share after completion of the Proposed Transaction and each Finco Warrant issued upon conversion of the Subscription Receipts will be exchanged for one Resulting Issuer Warrant.

The gross proceeds receiving under the Offering (the " Escrowed Funds ") are anticipated to be held in escrow pursuant to a subscription receipt agreement to be entered into between Left Field, Finco, Kilroy and a subscription receipt and escrow agent acceptable to Left Field and Kilroy. The escrow release conditions for the Offering (the " Escrow Release Conditions ") are expected to be as follows:

all conditions to the completion of the Proposed Transaction pursuant to the Definitive Agreement (other than the release of the Escrowed Funds), shall have been satisfied or waived;

the Resulting Issuer being conditionally approved for listing on the TSXV and the completion, satisfaction or waiver of all conditions precedent to such listing (other than the release of the Escrowed Funds);

the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Proposed Transaction;

the distribution of the Resulting Issuer Shares and Resulting Issuer Warrants being exempt from applicable prospectus requirements of applicable securities laws; and

a release notice shall have been delivered to the subscription receipt agent in accordance with the terms of the subscription receipt agreement.

In the event that the Escrow Release Conditions are not satisfied on or before the date which is 180 days from the Closing Date or the Definitive Agreement is terminated in accordance with its terms, the Escrowed Funds (plus any interest accrued thereon) will be returned to the holders of the Subscription Receipts on a pro-rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the Escrowed Funds are not sufficient to refund the aggregate issue price paid by the holders of the Subscription Receipts, Kilroy will be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall.

The net proceeds received from the Offering are expected to be used for exploration of Kilroy's Crown King Road Project located in the state of Arizona, property payments and for general corporate and working capital purposes. The Offering is expected to close in one or more tranches on or about September 30, 2026, subject to the final approval of the TSXV.

The LF Subscription Receipts and securities issuable thereunder will be subject to a four month and one day hold period under Canadian securities laws.

The Finco Subscription Receipts will be subject to an indefinite hold period under Canadian securities laws. The Resulting Issuer Shares and Resulting Issuer Warrants to be issued in exchange for the Finco Shares and the Finco Warrants following the conversion of Finco Subscription Receipts and closing of the Proposed Transaction are not expected to be subject to a hold period under applicable Canadian securities laws.

Finco and Left Field may pay finders' fees and issue finder warrants (the " Finder Warrants ") to certain eligible finders in connection with the Offering. Following the closing of the Proposed Transaction, the Finder Warrants are expected to be exercisable to purchase a Resulting Issuer Share at price of $0.65 for a period of 24 months commencing upon satisfaction of the Escrow Release Conditions. Full details of any finders' fees and Finder Warrants issued will be disclosed in a subsequent press release.

The securities being offered pursuant to the Offering have not been, nor will they be, registered under the U.S. Securities Act and applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

Directors, Officers and 10% shareholders of the Resulting Issuer

Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the Resulting Issuer will be reconstituted to consist of Patrick Wood, Brandon Wilson, Domenic Hill and Richard Holmes. Further, the senior management team of the Resulting Issuer is anticipated to include Patrick Wood as Chief Executive Officer, Brandon Wilson as President and Brian Cameron as Chief Financial Officer and Corporate Secretary.

Following closing of the Proposed Transaction, Patrick Wood and Fred Clement, who are both currently considered control persons of Kilroy as they each hold approximately 42% of the issued and outstanding share capital of Kilroy, are expected to hold greater than 10% of the issued and outstanding shares of the Resulting Issuer.

Patrick Wood – Chief Executive Officer & Director; >10% shareholder of the Resulting Issuer

Exploration and development geologist with 15 years of field-to-production experience, including roles with major operators Freeport-McMoRan (consultant) and South32. Graduate of University of Arizona and Colorado School of Mines with active academic relationships tracking advances in mining technology and engineering. Hands-on operator who has worked every exploration and mining function—from core logging to feasibility studies—giving him unfiltered clarity on what separates economic projects from commodity traps. Combines technical rigor with disciplined project advancement: understands the geological realities that drive investor confidence and the execution discipline required to de-risk and advance projects toward feasibility on accelerated timelines.

Brandon Wilson, President & Director

Former EVP of Operations & Strategy at +US$100M telecom equipment manufacturer. Led multi-phase capital programs, managed cross-functional teams, and drove M&A integration. Expertise in financial discipline (budget forecasting, cash management, bank relations), operational execution, and building governance systems.

Brian Cameron, Chief Financial Officer & Corporate Secretary

Securities market veteran who has shaped Canadian public company regulation from the Vancouver Stock Exchange through its evolution into the TSX. Extensive CFO track record raising capital and navigating IPO processes across multiple industries, with deep expertise in governance, compliance, and Canadian capital markets strategy.

Domenic Hill – Director

Mr. Hill, currently Managing Director of US Critical Oxides, has over 20 years of experience in junior mining capital markets across the ASX and TSX-V. His career spans resource exploration, corporate development, project reviews, and equity financing across North America and APAC.

Richard Holmes – Director

Mr. Holmes, currently Chief Development Officer at Cyprium Metals, is a copper executive with extensive experience in exploration and project development. He has held senior roles focused on driving exploration strategy and advancing growth opportunities across base metals portfolios.

Significant Conditions to Closing

Completion of the Proposed Transaction will be subject to a number of conditions, including but not limited to: completion of the pre-closing reorganization between Canadian Holdco and Kilroy; completion of the Offering; receipt of all required shareholder, board, regulatory and third-party approvals, if applicable; TSXV acceptance; completion of the Name Change; preparation of a filing statement or management information circular, as applicable; and the delivery and finalization of a National Instrument 43-101 technical report acceptable to the TSXV.

There can be no assurance that the Proposed Transaction will be completed as proposed, or at all. The Proposed Transaction is not subject to the approval of Left Field Shareholders, as it is not a "Non-Arm's Length Qualifying Transaction" as such term is defined in Policy 2.4 - Capital Pool Companies of the TSXV (the " CPC Policy "). No Non-Arm's Length Party to Left Field (as such term is defined in the CPC Policy) (a) has any direct or indirect beneficial interest in Kilroy, or (b) is an insider of Kilroy. There is no relationship between or among a Non-Arm's Length Party to Left Field and a Non-Arm's Length Party to the Qualifying Transaction (as such terms are defined in the CPC Policy).

About Kilroy Metal Inc.

Kilroy Metal Inc. was incorporated under the laws of Arizona on November 5, 2025 and is a metals exploration company focused on the exploration and development of the Crown King Road Project located in Yavapai County, Arizona, approximately 100 km northwest of Phoenix. The project consists of 3,636 contiguous acres of patented land and mining claims, comprising 516 acres of patented claims with water and mineral rights anchored by its flagship assets the Blue Bell and DeSoto properties, and 3,120 acres of lode mining claims on National Forest lands spanning the approximately six-mile corridor between them. Blue Bell and DeSoto are brownfield assets with historical copper, gold, and silver production situated in the Yavapai Province, a recognized volcanogenic massive sulphide district. Copper is the primary exploration target; consistent with the polymetallic nature of VMS systems, the Project also presents opportunities in zinc, gold, and silver. The lode claim block secures the unexplored ground between the two patented properties, which Kilroy believes hosts additional mineralized targets consistent with the VMS setting of the district. Kilroy's exploration and development strategy is to apply modern geological and geophysical methods to evaluate mineralization continuity and identify new targets across the full six-mile trend. All information related to Kilroy and Canadian Holdco in this press release has been furnished by Kilroy.

The following tables set out selected financial information of Kilroy for the periods indicated therein:

Additional Information

Additional information with respect to the Transaction will be included in further press releases and in Left Field's filing statement or management information circular, as applicable, to be prepared in connection with the Transaction and filed under Left Field's SEDAR+ profile at www.sedarplus.ca .

About Left Field Capital Corp.

Left Field is a capital pool company created pursuant to the policies of the TSXV. Left Field does not own any assets, other than cash or cash equivalents, and its principal business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws, including statements regarding the Proposed Transaction, the proposed structure of the Proposed Transaction, the completion of the pre-closing reorganization, the proposed Name Change, the terms and completion of the Offering, the anticipated business of the Resulting Issuer, the proposed board and management of the Resulting Issuer, the timing of completion of the Proposed Transaction, receipt of TSXV acceptance and other approvals, and other statements that are not historical facts. Forward-looking statements are based on current expectations, estimates, assumptions and projections that involve known and unknown risks, uncertainties and other factors which may cause actual results or events to differ materially from those presently anticipated. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements. Left Field undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

The Left Field Shares are expected to remain halted until such time as permission to resume trading has been obtained from the TSXV.

For further information, please contact:

Left Field Capital Corp.

Brian Bayley 1703, 595 Burrard St. Vancouver, British Columbia V7X 1J1 Email: bayley@earlston.ca

Kilroy Metal Inc.

Patrick Wood 390 West Jake Haven Phoenix, AZ 85085 Email: patrick.wood@kilroy-metal.com

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT" ) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315075

TMX Newsfile

September 18, 2026 - 2:34 PM PDT

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