Mr. Brian Bayley reports

LEFT FIELD CAPITAL CORP. ENTERS INTO LETTER OF INTENT TO COMPLETE REVERSE TAKEOVER TRANSACTION WITH KILROY METAL INC.

Left Field Capital Corp. has entered into an arm's-length non-binding letter of intent dated June 2, 2026, with Kilroy Metal Inc., a corporation incorporated under the laws of the State of Arizona, pursuant to which Left Field and Kilroy propose to complete a reverse takeover transaction. The transaction is currently expected to be effected through: (i) a preclosing reorganization, pursuant to which the holders of securities of Kilroy exchange such securities, directly or indirectly, for securities of a newly formed Canadian holding corporation (Canadian Holdco); and (ii) a three-corner amalgamation or other tax-efficient business combination involving Left Field, a wholly owned subsidiary of Left Field to be incorporated for purposes of the transaction (Subco) and Canadian Holdco.

Upon completion of the transaction, Left Field is expected to remain the listed parent issuer, with the amalgamated entity formed by Canadian Holdco and Subco expected to become a wholly owned subsidiary of Left Field. The former securityholders of Kilroy and other participants in the preclosing reorganization are expected to receive securities of Left Field at an exchange ratio to be determined by the parties in connection with the negotiation of a definitive agreement. The transaction is expected to result in the former Kilroy securityholders owning a majority of the issued and outstanding shares of Left Field, and Left Field is expected to change its name to Kilroy Metal Corp. or such other name as may be determined by the parties and accepted by the TSX Venture Exchange (the resulting issuer).

Trading in the common shares of Left Field is expected to be halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation in connection with the transaction has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V.

The proposed transaction

Left Field is a capital pool company, and the parties intend that the transaction will constitute the qualifying transaction of Left Field under the policies of the TSX-V. The parties are proceeding on the basis that the transaction is intended to constitute an arm's-length transaction for purposes of TSX-V Policy 2.4, Capital Pool Companies, subject to confirmation through due diligence and the requirements of the TSX-V. There can be no assurance that the transaction will be completed on the terms currently contemplated, or at all.

Pursuant to the LOI, the parties intend to negotiate and enter into a definitive agreement incorporating the principal terms of the transaction. There is no assurance that a definitive agreement will be successfully negotiated or entered into. The LOI is expected to be superseded by the definitive agreement.

As currently contemplated, prior to completion of the transaction, Left Field will incorporate Subco, and a preclosing reorganization will be completed, pursuant to which Canadian Holdco will become, directly or indirectly, the holder of all of the issued and outstanding shares of Kilroy. The preclosing reorganization is also expected to address the conversion, exchange, amendment, repayment or other treatment of outstanding convertible indebtedness of Kilroy, all as may be provided for in the definitive agreement.

The final structure of the transaction remains subject to receipt of tax, corporate and securities law advice by the parties, completion of due diligence, and the negotiation of the definitive agreement. It is currently anticipated that the resulting issuer will qualify as a Tier 2 mining issuer following closing of the transaction.

Financing

Kilroy and Left Field are also evaluating the structure of any financing to be completed in connection with the transaction. As currently contemplated, prior to completion of the transaction, Canadian Holdco and/or Kilroy may complete one or more private placement financings on terms to be agreed by the parties and set out in the definitive agreement. In addition, the parties may complete a financing in connection with the transaction, the structure, level, timing and terms of which remain to be determined, having regard to tax, securities law, TSX-V and hold period considerations.

Further details regarding any preclosing financing and any financing to be completed in connection with the transaction will be announced in a subsequent news release once settled by the parties.

Capital reorganization

The parties are also considering whether, prior to or in connection with completion of the transaction, Kilroy and/or Left Field will complete such subdivision, consolidation, reclassification or other reorganization of their respective share capital as may be necessary or desirable in connection with the transaction and the capitalization of the resulting issuer. Any such capital reorganization, including any applicable exchange ratio, will be determined by the parties and set out in the definitive agreement.

Control persons of Kilroy

Patrick Wood and Fred Clement 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.

About Kilroy Metal Inc.

Kilroy Metal was incorporated 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 kilometres 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 (volcanogenic massive sulphide) 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.

Directors and officers of the resulting issuer

Upon completion of the transaction, it is anticipated that the board of directors and management of the resulting issuer will be reconstituted. Under the LOI, the board of directors of the resulting issuer is expected initially to consist of four directors nominated by Kilroy and acceptable to the TSX-V. Biographical information regarding the proposed directors and officers of the resulting issuer will be provided in a subsequent news release.

Significant conditions to closing

Completion of the transaction will be subject to a number of conditions, including, but not limited to: completion of satisfactory mutual due diligence; negotiation and execution of the definitive agreement; completion of the preclosing reorganization; incorporation of Subco; settlement of the final capitalization of Kilroy, Canadian Holdco and Left Field; treatment of Kilroy's outstanding convertible indebtedness; completion of any agreed financing; receipt of all required shareholder, board, court, regulatory and third party approvals, if applicable; TSX-V acceptance; completion of any required name change or capital reorganization; 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 transaction will be completed as proposed, or at all.

Qualified person

The scientific and technical information contained in this news release has been reviewed and approved by Alex Lukomskyj from Mining One in Perth, Australia, and approved by project manager Stuart Hutchin, a qualified person as defined in NI 43-101, Standards of Disclosure for Mineral Projects.

Additional information

This is an initial news release respecting the proposed transaction. Left Field intends to issue a further news release in accordance with the policies of the TSX-V upon entry into the definitive agreement, which is expected to provide additional information regarding, among other things, the final structure of the transaction, the capitalization of the resulting issuer, any financing to be completed in connection with the transaction, and the proposed directors and officers of the resulting issuer.

Additional information with respect to the transaction will be included 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.

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.