Left Field Capital Corp. and Kilroy Metal, Inc. Enter into Definitive Agreement to Complete a Qualifying Transaction and Announce Financing

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 "). 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. 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 aggreg...