Clover Leaf Capital Clover Leaf Capital Announces Option Agreement between North Shore Energy and Skyharbour Resources for the 42,900 hectare South Falcon Property in the Eastern Athabasca Region of Saskatchewan
Clover Leaf Capital
Clover Leaf Capital Announces Option Agreement between North Shore
Energy and Skyharbour Resources for the 42,900 hectare South Falcon
Property in the Eastern Athabasca Region of Saskatchewan
Vancouver, Canada – May 30, 2023 – Clover Leaf Capital Corp. (TSX-V: CLVR.P) (“Clover
Leaf” or the “Company”) is pleased to announce that North Shore Energy Metals Ltd. (“North
Shore”) has entered into an option agreement (the “Agreement”) with Skyharbour Resources Ltd.
(“Skyharbour”) to earn up to a 100% interest in 11 mining claims that comprise the 42,900 hectare
South Falcon property in the eastern Athabasca Basin region of Saskatchewan. The claim block is
adjacent to and south and east of North Shore’s 12,800 hectare 100% owned Falcon uranium
property. The addition of the new claims to its portfolio will increase the size of the Falcon property
to 55,700 hectares. The Agreement provides North Shore an opportunity to earn an 80% interest
in the 11 claims over a three year period by fulfilling combined cash, share issue and exploration
expenditure commitments of CAD$5.3 million.
As announced on May 3, 2023 Clover Leaf received conditional acceptance from the TSX Venture
Exchange (the “TSXV ”) to close its acquisition of North Shore by way of a one for one share
exchange agreement (the “Qualifying Transaction”) as described in the Company’s press release
dated December 23, 2022. The Qualifying Transaction will constitute the Company’s qualifying
transaction pursuant to the policies of the TSXV . It is a condition to the completion of the
Qualifying Transaction that North Shore complete a concurrent equity offering prior to the closing
date of the Qualifying Transaction for minimum gross proceeds of $5,000,000. Upon completion
of the Qualifying Transaction the name of the resulting company will be North Shore Uranium Ltd.
North Shore is now a private mineral exploration company focused on uranium exploration at the
eastern margin of the Athabasca Basin through its Falcon property, which will be 55,700 hectares
in size with the addition of the new claims , and its 4,500 hectare West Bear property located 90
kilometres to the northeast.
Tsend Tseren, Chief Executive Officer of Clover Leaf stated “This option deal with Skyharbour, a
prolific uranium prospect generator, will increase North Shore Uranium’s exposure to a potential
new uranium discovery at the eastern Margin of the Athabasca Basin, an area with great uranium
potential that is seeing a surge in uranium exploration activity.”
About the Falcon Property
Upon completion of the Qualifying Transaction, the combined Falcon property will consist of 15
claims totaling 55,700 hectares, with four 100% owned claims totaling 12,800 hectares and the 11
claims totaling 42,900 hectares that are the sub ject of the Agreement (Figure 1). The property is
located approximately 40 kilometres east of the Key Lake uranium mill and former mine.
The 100% owned claims were described in the Company’s September 27, 2022 press release. In
October, 2022, a 900 line kilometre airborne gravity, magnetic and radiometric survey was
completed over the claims by North Shore. Interpretation of publicly available ge ophysical data
and data from the 2022 survey has led to the identification of six uranium prospect areas that are
now targeted for exploration.
Following are some comments on the uranium exploration potential of the 11 claims subject to the
Agreement.
• Known Mineralization. Historical uranium mineralization discovered on the claims and
nearby is shallow and hosted in several geological settings including classic Athabasca
Clover Leaf Capital
style basement -hosted, unconfo rmity-related and pegmatite -hosted mineralization
associated with well -defined EM conductors . One boulder found at the EWA S howing
returned 0.492% U3O8 and 1,300 ppm lead (Saskatchewan SMDI 5038). The D Showing,
which straddles claims 100% owned by North Shore and claims subject to the Agreement,
is described as a mineralized vein with one sample having 1.26% uranium and 0.8%
molybdenum.(Saskatchewan SMDI 2455).
• Untested EM conductors. There is a well -defined northeast-trending electromagnetic
conductor zone that was defined through geophysical surveys by JNR Resources (“JNR”)
in the 2000s. In 2008, JNR drilled 28 holes in three portions of the conductor system. The
remainder of the co nductor system, with an approximate strike length of 28 kilometres
remains untested (Figure 1). It was during this drill campaign that the Fraser Lakes B Zone
was discovered approximately four kilometres to the southeast on a parallel EM conductor
system.
• 2022 Airborne geophysical survey. In 2022, Skyharbour completed an airborne gravity
and magnetic survey over nine of the 11 claims subject to the Ag reement as part of its
South Falcon survey. The survey had the same specifications as the survey completed by
North Shore over its adjacent 100% owned adjacent Falcon claims in 2022 (200 m line -
spacing and 80 m flying height). This new geophysical data will assist North Shore in
prioritizing zones along the defined EM conductor zone described above for drilling.
• Fraser Lakes “B Zone”. In 2008, JNR discovered the pegmatite-hosted Fraser Lakes B
zone located approximately three kilometres southeast of claims that are the subject of the
Agreement. In 2015 Skyharbour declared an inferred resource of 7.0 million pounds of
U3O8 at an average grade of .03% U 3O8 within 10.4 million tonnes of ore. A qualified
person has not verified the foregoing mineral resource estimate on behalf of the
Company. Readers are cautioned that mineralization on adjacent properties is not
necessarily indicative of mineralization on the Falcon property.
• Future Work. North Shore’s initial goals will be to assess untested EM conductors by
prospecting and/or drilling, principally at the southwestern end of the system, and complete
airborne geophysics over the two westernmost claims.
The Agreement
The terms of the Agreement , in Canadian dollars are summarized in the table below. The
Agreement is subject to the closing of the Qualifying Transaction.
Requirements for North Shore to Acquire an 80% Interest in 11 Claims from Skyharbour
Closing
By
December
31, 2023
1st Ann.
2nd Ann.
3rd Ann.
Totals
$ $ $ $ $ $
Cash 50,000* - 100,000 150,000 225,000 525,000
Shares** 150,000 - 200,000 350,000 525,000 1,225,000
Clover Leaf Capital
Exploration
Work - 250,000 250,000 1,300,000 1,750,000 3,550,000
Totals 150,000 250,000 550,000 1,800,000 2,500,000 5,300,000
* $25,000 paid, $25,000 and 500,000 shares at $0.30 due on completion of the Qualifying
Transaction.
** Cash or shares at North Shore’s option on the first, second and third anniversaries , with the
share price being based on the five -day volume-weighted average price at the time of issuance,
subject to minimum pricing rules of the TSXV with a minimum issue price of $0.05 per share.
Figure 1. North Shore’s Falcon property and vicinity showing claims that are 100% owned by
North Shore and the claims subject to the Agreement and select geologic features of interest.
Sources: Saskatchewan government database and Skyharbour disclosure. The fi gure contains
information about a property adjacent to the Falcon property which North Shore does not have the
right to explore.
Upon North Shore earning an 80 percent interest in the 11 claims from Skyharbour, it will have 90
days to acquire the remaining 20 percent interest in the claims by paying Skyharbour $5 million in
Clover Leaf Capital
cash and issuing Skyharbour $5 million worth of shares. If North Shore does not elect to acquire
the remaining 20 percent interest , a joint venture will be formed with Skyharbour holding a 20
percent participating interest.
North Shore will be the operator of the exploration programs during the earn-in stage and for the
joint venture. Two claims totaling 10,673 hectares that were previously part of Skyharbour’s Foster
River property are subject to a one percent NSR royalty payable to Skyharbour. The remaining
nine claims totaling 32,235 hectares t are subject to a two percent NSR royalty payable to Denison
Mines Corp. (“Denison”) with North Shore having the right to purchase one percent of the royalty
from Denison at any time by paying $1 million. In 2014, Skyharbour purchased these claims from
Denison.
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, has reviewed and appr oved the
scientific and technical disclosure in this press release.
About the Company
The Company is a capital pool company (“CPC”) within the meaning of the policies of the TSXV
that has not commenced commercial operations and has no assets other than cash. Except as
specifically contemplated in the CPC policies of the Exchange, until the completion of its
“Qualifying Transaction” (as defined therein), the Company will not carry on business, other than
the identification and evaluation of companies, business or assets with a view to completing a
proposed “Qualifying Transaction”.
The Qualifying 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 Qualifying Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will
be completed as proposed or at all. Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared in connection with the
Qualifying Transaction , any information released or received with respect to the Qualifying
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.
On behalf of the Board of Directors
Tsend Tseren,
Chief Executive Officer
Contact Information - For more information, please contact:
Ben Meyer,
Corporate Secretary
Tel: 604.536.2711
Email: [email protected]
Clover Leaf Capital
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.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to the
Qualifying Transaction and certain terms and conditions thereof, the c oncurrent equity offering,
the ability of the parties to complete the Qualifying Transaction and close the Agreement, 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 manage ment 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 Qualifying Transaction,
the ability of the Company to complete the Qualifying Transaction and close the Agreement or
obtain requisite TSXV acceptance and, if applicable, shareholder approvals. As a result, the
Company cannot guarantee that the Qualifying Transaction or Agreement 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.