Clover Leaf Capital Clover Leaf Capital Announces Proposed Qualifying Transaction
Clover Leaf Capital
Clover Leaf Capital Announces Proposed Qualifying Transaction
Vancouver, Canada – September 27, 2022 – Clover Leaf Capital Corp. (TSX-V: CLVR.P)
(“Clover Leaf” or the “Company”) is pleased to announce that it has entered into a non-binding
letter of intent (the “LOI”) dated September 26, 2022 with North Shore Energy Metals Ltd. (“North
Shore Energy”), a mineral exploration company which holds two properties located at the eastern
margin of the Athabasca basin that are prospective for uranium and other metals.
The LOI outlines the principal terms and conditions of a proposed transaction which if completed
will result in a reverse takeover of Clover Leaf by North Shore Energy (the “Transaction”). The
LOI provides that the parties have until November 30, 2022 to enter into a binding agreement for
the Transaction, after which date the LOI will be terminated unless otherwise agreed to by the
parties. Either party may terminate the LOI prior to November 30, 2022 if among other things it is
not satisfied with the results of its due diligence.
Clover Leaf is a Capital Pool Company and inte nds the Transaction to constitute its Qualifying
Transaction, as such terms are defined in the policies of the TSX Venture Exchange (the “TSXV”).
In connection with the announcement of the LOI, the trading in the common shares of Clover Leaf
(“Clover Leaf Shares”) has been halted pursuant to the policies of the TSXV. Trading will remain
halted until, among other things, Clover Leaf comp letes certain regulatory filings in connection
with the Qualifying Transaction with the TSXV and the TSXV has completed certain matters it
considers necessary or advisable.
North Shore Energy Metals Ltd.
North Shore Energy is a private mineral explor ation company incorporated under the laws of
British Columbia. North Shore Energy holds two mineral properties on the eastern margin of
the Athabasca basin in Saskatchewan: the West Bear property, consisting of five mineral claims
covering 4,511 hectares, and the Falcon property, consisting of four mineral claims covering 12,791
hectares (Figure 1).
North Shore Energy is led by its President and co-founder, Mr. Brooke Clements, a geologist with
over 35 years of experience. Mr. Clements is curre ntly the President of Craton Minerals Ltd. and
held positions as President of Peregrine Di amonds Ltd. (2007-2015) and Vice President
Exploration of Ashton Mining of Canada Inc. (1999-2007). He received the prestigious Association
for Mineral Exploration of BC Hugo Dummett Awa rd for diamond exploration and development
in 2012 and 2019 in recognition of diamond discoveries in Quebec and Nunavut respectively.
Clover Leaf Capital
Figure 1 – North Shore Energy Falcon and West Bear properties at the eastern margin of the
Athabasca Basin. Source: Saskatchewan government database.
Falcon Property
The Falcon property consists of four mineral claims covering 12,791 hectares near the southeastern
edge of the Athabasca Basin, approximately 30 kilometers east of the Key Lake uranium mill which
is majority-owned by Cameco Corp. Recent uranium discoveries by Baselode Energy and 92
Energy Ltd. are located 40 kilometers northeast of the property. Adjacent exploration properties
Clover Leaf Capital
include those held by Skyharbour Resources Ltd ., ALX Resources Corp. and Baselode Energy
Corp. (Figure 2).
Figure 2 – North Shore Energy’s Falcon prope rty and neighboring landholdings. Sources:
Saskatchewan government database and company discl osures. This figure contains information
about adjacent properties to the Falcon property which North Shore Energy does not have the right
to explore. Investors are cautioned that minera lization on adjacent properties is not necessarily
indicative of mineralization on the Falcon property.
North Shore Energy has an option to acquire 100 % of the Falcon propert y from Brian Fowler
and Big Boss Capital for $75,000 in cash which has been paid, and at North Shore Energy’s
election, the payment of $25,000 cash or issuan ce of $25,000 worth of common shares by April
14, 2023. After the earn-in is complete, the prop erty vendor will be granted a 2% royalty, with
North Shore Energy having the option to purchase 1% of the royalty for $1,000,000.
Important_Deposit
Athabasca basin boundar y
Falcon Property
92 Energy
CanAlaska
Ryan Kalt
Baselode Energy
Skyharbour Resources
ALX Resources
92 Energy GMZ discovery
• 43.0 m @ .62% U3O8
• 34.5 m @ .32% U3O8
Skyharbour Fraser Lakes B Zone Inferred Resource*
• 10.4 M tonnes @ .03%
• 7.0 M lbs. U3O8
*From Skyharbour website
Clover Leaf Capital
West Bear property
The West Bear property consists of five mine ral claims covering 4,511 hectares at the eastern
margin of the Athabasca Basin, approximately 35 kilometers southeast of Cameco Corp.’s Cigar
Lake uranium mine and 50 kilometers south of the McClean Lake uranium mill, which is majority-
owned by Orano Canada. The West Bear uranium and cobalt-nickel deposits held by UEX Corp.,
which was recently acquired by Uranium Energy Co rp., are located just no rth of the property.
Adjacent exploration properties include those held by Denison Mines Corp. and IsoEnergy Ltd.
(Figure 3).
North Shore Energy has an option to acquire 75% of the West Bear property from Gem Oil Inc.
under the following terms over a three-year period ending on April 11, 2025:
$225,000 cash (of which $75,000 has been paid)
At the option of North Shore Energy, $75,000 cash or common shares
Exploration expenditures totalling $270,654.40
Upon completion of the earn-in, North Shore Energy will have the right to acquire the remaining
25% of the West Bear property for $200,000 cash and the issuance of $200,000 worth of common
shares to Gem Oil Inc. Upon completion of the earn-in, Gem Oil Inc. will be granted a 2% royalty,
with North Shore Energy having the option to purchase 1% of the royalty for $1,000,000.
Clover Leaf Capital
Figure 3 – North Shore Energy’s West Bear property and neighboring property positions. Source:
Saskatchewan government database and company discl osure. This figure contains information
about adjacent properties to the West Bear property which North Shore does not have the right to
explore. Investors are cautioned that mineralization on adjacen t properties is not necessarily
indicative of mineralization on the West Bear property.
Current work
Interpretation of publicly available geological a nd geophysical data is underway in an effort to
identify priority targets for exploration on North Shore Energy’s properties. In addition, North
Shore Energy is planning to conduct airborne gravity-magnetic-radiometric surveys over both of
its properties.
Capital Structure of North Shore Energy
Immediately prior to the completion of the Transaction, North Shore Energy is expected to have
16,725,000 common shares outstanding, with no ou tstanding warrants, stock options or other
convertible securities.
Capital Structure of Clover Leaf
Clover Leaf currently has 11,850,000 Clover Leaf Shares outstanding, 1,185,000 stock options and
465,000 broker share purchase warrants.
West Bear Property
Important_Deposit
Athabasca basin boundar y
All-weather Road
IsoEnergy
Ryan Kalt
Fission 3.0
UEX/UEC
Denison Mines
UEX/UEC Deposits
Indicated Co‐Ni resource*
• .295 M tonnes
• 3.8 M lbs. Co @ .58%
• 3.2 M lb. Ni @ .49%
Probable U reserves**
• 72,374 tonnes @ .94%
• 1.5 M lbs. U3O8
* From 2022 UEX technical report
** From 2010 UEX pre‐feasibility study
Clover Leaf Capital
Summary of the Transaction
Clover Leaf and North Shore Energy intend to co mplete the Transaction subject to terms and
conditions to be set forth in a binding definitive agreement (the “Definitive Agreement”). The
Transaction will be subject to certain condition s precedent, including, but not limited to, the
approval of the board of directors and the shar eholders of North Shore Energy (“North Shore
Energy Shareholders”), the approval of the board of directors and, if required, the shareholders
of Clover Leaf and the acceptance by the TSXV.
The structure of the Transaction will be determ ined based on corporate, tax and securities law
and other considerations, but is currently an ticipated to be a contractual share purchase
agreement between Clover Leaf and the North Shore Energy Shareholders. Clover Leaf will
acquire 100% of the 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 Share, which is anticipated to be approximately 16,725,000 Cl over Leaf Shares.
The Transaction is not a Non-Arm’s Length Qual ifying Transaction, as defined in TSXV
policies, and therefore it is not anticipated that the approval of Clover Leaf’s shareholders will
be required. Blake Steele and Alexander Molyne ux, directors of Clover Leaf, are Insiders (as
defined in TSXV policies) of North Shore Energy, as they each hold over 10% of the
outstanding common shares of North Shore Energy.
Pursuant to the LOI, it is anticipated that prior to or concurrently with the closing of the Transaction,
either Clover Leaf or North Shore Energy shall complete an equity of fering of common shares
or units, at a price per security to be determined in the context of the market, to raise aggregate
gross proceeds of not less than $5,000,000 (the “Concurrent Equity Offering”). The proceeds
will be used to fund exploration programs on th e West Bear and Falcon properties, transaction
costs and general and administrative expenses.
Finder’s fees will be payable on the Concurrent E quity Offering subject to the acceptance of the
TSXV.
It is expected that Clover Leaf will effect a name change to a name to be agreed upon between the
parties (the “Name Change”) upon the completion of the Transaction.
The Resulting Issuer will carry on as a Tier 2 Issuer on the TSXV as a mineral exploration and
development company.
Board of Directors and Management of the Resulting Issuer
It is proposed that the board of directors of the Resulting Issuer shall consist of five directors,
including two nominees of Clover Leaf and three nominees of North Shore Energy. It is anticipated
that Brooke Clements will be President of the Resulting Issuer, with the remaining management to
be confirmed in due course.
Clover Leaf Capital
Conditions to Closing
The parties anticipate that the binding De finitive Agreement will provide that the
obligations of the parties to complete th e Transaction will be subject to a number of
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 Li sting 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;
approval of the shareholders of Clover Leaf to the completion of the Transaction,
if required;
approval of the North Shore Energy Shareholders to the completion of the
Transaction, if required;
successful completion of mutual due diligence and
receipt of all required third party consents, if any.
Sponsorship for Qualifying Transaction
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 (or an information circular in the event that the
Transaction requires approval by the shareholders of Clover Leaf) which will contain details
regarding the Transaction, Clover Leaf, North Shore Energy and the Resulting Issuer.
Further information
Clover Leaf will issue a further release announcin g the status of negotiations of the Definitive
Agreement, and upon entering into the Definitive Ag reement, will be providing further details in
respect of the proposed Transaction in accordan ce 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.
Assuming the parties are successful in negotiatin g and entering into the Definitive Agreement,
completion of the Transaction will be subject to a number of conditions, including but not limited
to, Exchange acceptance and if applicable pursuant to Exchange 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 Transaction will be
Clover Leaf Capital
completed as proposed or at all. Investors are cautioned that, except as disclosed in the
management information circular or filing statemen t 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.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any information release or received
with respect to the Transaction may not be accura te or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
Contact Information - For more information, please contact:
Ben Meyer
Corporate Secretary
Tel: 604.536.2711
Email: [email protected]
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has
neither approved nor disapproved the contents of this press release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any
securities in any jurisdiction.
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 Name Change, the Resulting Issuer's ability to qualify as a Tier 2 Mining issuer,
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”,