Clover Leaf Capital Clover Leaf Capital Announces Definitive Agreement For Qualifying Transaction
Clover Leaf Capital
Clover Leaf Capital Announces Definitive Agreement For Qualifying
Transaction
Vancouver, Canada – December 23 , 2022 – Clover Leaf Capital Corp. (TSX -V: CLVR.P)
(“Clover Leaf ” or the “Company”) is pleased to announce that it has entered into a binding
definitive share exchange agreement (the “Definitive Agreement”) in respect of its previously
announced Qualifying Transaction (the “Transaction”) . Pursuant to the Definitive Agreement,
Clover Leaf will acquire all of the outstanding securities of North Shore Energy Metals Ltd. (“North
Shore Energy”), 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 s hares 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 16,725,1 00 Clover Leaf common shares will be issued to the current shareholders
of North Shore Energy, which will result in t he reverse takeover of Clover Leaf by North
Shore Energy. The Definitive Agreement is subject to the approval of the TSX Venture Exchange
(“TSXV”).
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 CDN$5,000,000 (the “Concurrent Equity Offering”). 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.
Conditions to Closing of the Transaction
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 (or such later date as
Clover Leaf and North Shore Energy agree) , subject to the fulfillment of certain standard
conditions, including, but not l imited 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 p olicies 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.
Sponsorship for Qualifying Transaction
Clover Leaf Capital
Sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV, unless
exempt in accordance with TSXV policies. The Company intends to apply for an exemption from
sponsorship in connection with the Qualifying Transaction in accordance with TSXV Policy 2.2.
Filing Statement
In connection with the Transaction and pursuant to the requirements of the TSXV, Clover Leaf will
file on SEDAR ( www.sedar.com) a filing statement which will contain details regarding the
Transaction, Clover Leaf, North Shore Energy and the Resulting Issuer.
Further information
Clover Leaf will issue further release s providing further details in respect of the proposed
Transaction in accordance with the policies of the TSXV including information relating to the
Transaction structure and descriptions of the proposed directors and Insiders (as such term is
defined in the policies of the TSXV).
In addition, a summary of North Shore Energy’s financial information will be included in a
subsequent news release.
The Transaction remains subject to conditions, including but not limited to, TSXV acceptance and,
if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder approval is obtained. There
can be no assurance that the T ransaction will be completed as proposed or at all. Investor s are
cautioned that, except as disclosed in the management information circular or filing statement 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 TSX Venture
Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
Contact Information - For more information, please contact:
Ben Meyer
Corporate Secretary
Tel: 604.536.2711
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provi der (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any
securities in any jurisdiction.
Clover Leaf Capital
Qualified Person
Mr. Brooke Clements, a qualified person as defined by National Instrument 43-101 – Standards of
Disclosure for Mineral Projects and President of North Shore Energy, has reviewed and approved
the scientific and technical disclosure in this press release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to the
Transaction and certain terms and conditions thereof, the ability of the parties to complete the
Transaction, the Resulting Issuer meeting the Initial Listing Requirements as a Tier 2 issuer under
the rules and policies of the TSXV; the waiver of TSXV sponsorship requirements or the finding of
a sponsor, shareholder, director and regulatory approvals, the structure and completion of the
Concurrent Equity Offering, and any other statements that are not historical facts. Wherever
possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”,
“anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations
of these words, or similar words or phrases, have been used to identify these forward- looking
statements. These statements reflect management's current beliefs and are based on information
currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors
could cause actual results, performance or achievements to differ materially from the results
discussed or implied in the forward-looking statements. These risks and uncertainties include, but
are not limited to geological risks, risks associated with the financial markets generally, the results
of the due diligence investigations to be conducted in connection with the Transaction, the ability
of the Company to complete the Transaction or obtain requisite TSXV acceptance and, if
applicable, shareholder approvals. As a result, the Company cannot guarantee that the
Transaction will be completed on the terms described herein or at all. These factors should be
considered carefully and readers should not place undue reliance on the forward- looking
statements. Although the forward-looking statements contained in this press release are based upon
what management believes to be reasonable assumptions, the Company cannot assure readers that
actual results will be consistent with these forward -looking statements. These forward- looking
statements are made as of the date of this press release, and the Company assumes no obligation
to update or revise them to reflect new events or circumstances, except as required by law.