Mr. Brian Bayley reports

LEFT FIELD CAPITAL CORP. AND KILROY METAL, INC. ENTER INTO DEFINITIVE AGREEMENT TO COMPLETE A QUALIFYING TRANSACTION AND ANNOUNCE FINANCING

Left Field Capital Corp. and Kilroy Metal Inc. have provided an update on their proposed business combination 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.

Definitive agreement

Left Field and Kilroy are pleased to announce that they have entered into a definitive business combination agreement dated Sept. 18, 2026, pursuant to which: (i) Kilroy shall complete a preclosing 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 preclosing reorganization, a three-cornered 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, and common share purchase warrants (Holdco warrants) of Canadian Holdco will receive two resulting issuer shares and two resulting issuer warrants for each one 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-per-cent 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 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 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 TSX-V 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 TSX-V. 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 of Left Field subscription receipts and Finco subscription receipts in each case at a price per subscription receipt of 45 cents, 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 $5-million and maximum aggregate gross proceeds of up to $6-million.

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 on the TSX-V. 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 unit will comprise one common share in the capital of the resulting issuer and one-half of one common share purchase warrant. Each whole resulting issuer warrant will entitle the holder to purchase one resulting issuer share for an exercise price of 65 cents 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 and one-half of one Finco common share purchase 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 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 are expected to be as follows:

1. 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;
2. The resulting issuer being conditionally approved for listing on the TSX-V and the completion, satisfaction or waiver of all conditions precedent to such listing (other than the release of the escrowed funds);
3. The receipt of all regulatory, shareholder and third party approvals, if any, required in connection with the proposed transaction;
4. The distribution of the resulting issuer shares and resulting issuer warrants being exempt from applicable prospectus requirements of applicable securities laws;
5. 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 Sept. 30, 2026, subject to the final approval of the TSX-V.

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 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 65 cents 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.

Directors, officers and 10-per-cent 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, Mr. Wood and Fred Clement, who are both currently considered control persons of Kilroy as they each hold approximately 42 per cent of the issued and outstanding share capital of Kilroy, are expected to hold greater than 10 per cent of the issued and outstanding shares of the resulting issuer.

Patrick Wood -- chief executive officer and director; greater-than-10-per-cent 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 derisk and advance projects toward feasibility on accelerated timelines.

Brandon Wilson, president and director

Former executive vice-president of operations and strategy at $100-million-plus (U.S.) telecom equipment manufacturer. Led multiphase capital programs, managed cross-functional teams and drove M&A (merger and acquisition) integration. Expertise in financial discipline (budget forecasting, cash management, bank relations), operational execution and building governance systems.

Brian Cameron, chief financial officer and corporate secretary

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

Domenic Hill -- director

Mr. Hill, currently managing director of U.S. Critical Oxides, has over 20 years of experience in junior mining capital markets across the Australian Securities Exchange and TSX Venture Exchange. His career spans resource exploration, corporate development, project reviews and equity financing across North America and Asia-Pacific.

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 preclosing reorganization between Canadian Holdco and Kilroy; completion of the offering; receipt of all required shareholder, board, regulatory and third party approvals, if applicable; TSX-V 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 TSX-V.

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 TSX-V. 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 was incorporated under the laws of Arizona on Nov. 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 attached tables set out selected financial information of Kilroy for the periods indicated therein.

About Left Field Capital Corp.

Left Field is a capital pool company created pursuant to the policies of the TSX-V. 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.

We seek Safe Harbor.