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Vancouver, British Columbia--(Newsfile Corp. - June 3, 2026) - Left Field Capital Corp. (TSXV: LFC.P) ("Left Field"), a capital pool company listed on the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into an arm's length non-binding letter of intent dated June 2, 2026 (the "LOI") with Kilroy Metal Inc. ("Kilroy"), 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"). The Transaction is currently expected to be effected through: (i) a pre-closing 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 pre-closing 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 TSXV (the "Resulting Issuer").
Trading in the common shares of Left Field (the "Left Field Shares") is expected to be halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.
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 TSXV. The parties are proceeding on the basis that the Transaction is intended to constitute an arm's length transaction for purposes of TSXV Policy 2.4 - Capital Pool Companies, subject to confirmation through due diligence and the requirements of the TSXV. 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 (the "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 pre-closing 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 pre-closing 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 (collectively, the "Pre-Closing Financing"). 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, TSXV and hold period considerations.
Further details regarding any Pre-Closing 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% of the issued and outstanding share capital of Kilroy.
About Kilroy Metal Inc.
Kilroy Metal Inc. was incorporated 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.
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 4 directors nominated by Kilroy and acceptable to the TSXV. 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 pre-closing 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; TSXV 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 TSXV.
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 National Instrument 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 TSXV 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 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 Transaction, the completion of the pre-closing reorganization, the incorporation of Subco, the proposed name change, any proposed financing, any proposed capital reorganization, the anticipated business of the Resulting Issuer, the proposed board and management of the Resulting Issuer, the timing of completion of the Transaction, the negotiation and execution of the Definitive Agreement, the completion of due diligence, 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 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 Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the 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
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299989
Source: Left Field Capital Corp.
