Left Field Capital Corp. and Kilroy Metal Inc. Enter into Business Combination Deal

Left Field Capital Corp., a capital pool company, and Kilroy Metal, Inc., a mining company with a 100% interest in the Crown King Road Project, have entered into a definitive agreement to complete a business combination transaction. This move is expected to qualify as Left Field's "Qualifying Transaction" under the policies of the TSX Venture Exchange.

Under the terms of the agreement, Kilroy will first complete a pre-closing reorganization where holders of its securities will exchange them for equivalent securities of a newly formed Canadian holding corporation, Canadian Holdco. Immediately after this reorganization, a three-cornered amalgamation will be completed involving Left Field, Finco, and Canadian Holdco. As a result, Finco and Canadian Holdco will amalgamate to form a corporation wholly owned by the Resulting Issuer, Amalco. Holders of Kilroy's common shares and common share purchase warrants will receive two Resulting Issuer shares and two Resulting Issuer warrants for each share and warrant held immediately prior to the closing of the transaction. Upon completion, Amalco will be a wholly owned subsidiary of the Resulting Issuer, and Kilroy will become an indirect wholly owned subsidiary of the Resulting Issuer.

The Resulting Issuer is expected to change its name to Kilroy Metal Inc. or a name determined by Kilroy. The company will focus on the exploration of the Crown King Road Project, located in Arizona. Trading in the common shares of Left Field was halted on June 3, 2026, and is not expected to resume until the completion of the transaction or until the TSXV receives the necessary documentation.

To fund the transaction, Left Field and a wholly owned subsidiary of Left Field, Finco, plan to complete a non-brokered private placement offering of subscription receipts. The offering will issue a minimum of 11,111,111 and a maximum of 13,333,333 subscription receipts at a price of C$0.45 each, for minimum aggregate gross proceeds of C$5,000,000 and maximum aggregate gross proceeds of C$6,000,000. Each subscription receipt will represent the right to receive, upon satisfaction or waiver of the escrow release conditions, one unit of the Resulting Issuer. Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share for C$0.65 for 24 months following the closing of the transaction.

The gross proceeds from the offering are expected to be held in escrow and will be released upon the satisfaction or waiver of the escrow release conditions, which include the completion of the proposed transaction, the conditional approval of the Resulting Issuer for listing on the TSXV, receipt of all necessary regulatory, shareholder, and third-party approvals, and the distribution of Resulting Issuer shares and warrants being exempt from applicable prospectus requirements. If the escrow release conditions are not met by the 180th day from the closing date, the escrowed funds (plus accrued interest) will be returned to the holders of the subscription receipts on a pro-rata basis, and the subscription receipts will be cancelled.

Upon completion of the 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. Patrick Wood, who will serve as the Chief Executive Officer, has 15 years of field-to-production experience, including roles with major operators Freeport-McMoRan (consultant) and South32. He is a graduate of the University of Arizona and the Colorado School of Mines, with active academic relationships tracking advances in mining technology and engineering. Brian Cameron, the Chief Financial Officer and Corporate Secretary, is a seasoned securities market veteran who has shaped Canadian public company regulation from the Vancouver Stock Exchange through its evolution into the TSX.