Clover Leaf Capital announces definitive agreement for qualifying transaction

Clover Leaf Capital entered into a binding definitive share exchange agreement in respect of its previously announced Qualifying Transaction. Pursuant to the Definitive Agreement, Clover Leaf will acquire all of the outstanding securities of North Shore Energy Metals, a mineral exploration company which holds the Falcon and West Bear properties located at the eastern margin of the Athabasca basin, which are prospective for uranium and other metals. Under the Definitive Agreement, Clover Leaf will acquire 100% of the outstanding North Shore Energy common shares from the North Shore Energy shareholders in exchange for the issuance of one common share of Clover Leaf for each share of North Shore Energy. An aggregate of 16,725,100 Clover Leaf common shares will be issued to the current shareholders of North Shore Energy, which will result in the reverse takeover of Clover Leaf by North Shore Energy. The Definitive Agreement is subject to the approval of the TSX Venture Exchange. As previously announced, prior to or concurrently with the closing of the Transaction, North Shore Energy will complete an equity offering of subscription receipts to raise aggregate gross proceeds of not less than C$5,000,000. The proceeds will be used to fund exploration programs on the Falcon and West Bear properties, transaction costs and general and administrative expenses. Finder’s fees will be payable on the Concurrent Equity Offering, subject to the acceptance of the TSXV. The Definitive Agreement provides that the Transaction will be completed as soon as possible, and in any event before the outside date of April 30, 2023, subject to the fulfillment of certain standard conditions, including, but not limited to, the following: completion of the Concurrent Equity Offering; TSXV acceptance of the Transaction as the Qualifying Transaction of Clover Leaf; the Resulting Issuer meeting the Initial Listing Requirements as a Tier 2 issuer under the rules and policies of the TSXV; Insiders of the Resulting Issuer will have entered into any escrow agreements required by the TSXV; and receipt of all required third party consents, if any.