Clover Leaf Capital Clover Leaf Capital Announces TSXV Conditional Acceptance and Filing of Filing Statement for its Qualifying Transaction
Clover Leaf Capital
Clover Leaf Capital Announces TSXV Conditional Acceptance and Filing of
Filing Statement for its Qualifying Transaction
Vancouver, Canada – May 3, 2023 – Clover Leaf Capital Corp. (TSX-V: CLVR.P) (“Clover
Leaf” or the “Company”) is pleased to announce that it has received conditional acceptance from
the TSX Venture Exchange (the “ TSXV”) to close its previously announced acquisition of North
Shore Energy Metals Ltd. (“North Shore ”) by way of a share exchange agreement (the
“Transaction”) as is more particularly described in the Company’s press release dated December
23, 2022. The Transaction will constitute the Company’s qualifying transaction pursuant to the
policies of the TSXV.
Clover Leaf and North Shore anticipate closing the Transaction on or about June 30, 2023 (the
“Closing Date”). Upon closing the Transaction, the Company will change its name to North Shore
Uranium Ltd. (the “Resulting Issuer”).
In connection with the Transaction, the Company has filed on SEDAR its filing statement dated
May 2, 2023 (the “Filing Statement”) and National Instrument 43-101 Technical Reports on the
Falcon and West Bear Properties, Saskatchewan, Canada published for Clover Leaf and North Shore
with effective dates of January 13, 2023, and February 19, 2023, respectively. The Qualified Person
and main author for both reports is Troy Marfleet, P. Geo., of Axiom Exploration Group Ltd.
Investors are encouraged to review the Filing Statement at www.sedar.com, which provides detailed
information about the Transaction, the Resulting Issuer, the Company, and North Shore, including
the audited financial statements of North Shore for period from incorporation on November 23 ,
2021 t o December 31, 2021 and the year ended December 31, 2022 which reflect that, as at
December 31, 2022, North Shore had total assets of $408,511 and a net loss for the year of $557,749.
It is a condition to the completion of the Transaction that North Shore complete a concurrent equity
offering (the “Concurrent Equity Offering”) prior to the Closing Date for a minimum of gross
proceeds of $5,000,000. North Shore anticipates issuing an aggregate of 16,666,667 Subscription
Receipts to the Subscription Receipt Subscribers pursuant to the Concurrent Offering at an issue
price of $0.30 per Subscription Receipt for aggregate gross proceeds of $5,000,000. Each
Subscription Receipt will automatically be converted into a North Shore Share upon the satisfaction
or waiver of the Escrow Release Conditions immediately prior to the Closing, and each such North
Shore share will be exchanged for a Resulting Issuer s hare pursuant to the terms of the share
exchange agreement.
Concurrently with the completion of the Transaction the name of the Resulting Issuer will be
changed to North Shore Uranium Ltd. and the Clover Leaf Board and management will be
restructured, through resignations and appointments. The five directors of the Resulting Issuer are
expected to be: James Arthur, Brooke Clements, Eoin Saadien, Doris Meyer, and Jimmy Thom.
The officers of the Resulting Issuer are expected to be: Brooke Clements (President, CEO and
Vice President of Explorati on), Dan O’Brien (CFO) and Ben Meyer (Corporate Secretary).
Biographies of the proposed directors and officers are presented below.
Clover Leaf Capital
Brooke Clements – President, CEO, VP Exploration, and Director of the Resulting Issuer (Age 64)
Mr. Clements is a Professional Geoscientist registered with Engineers and Geoscientists of British
Columbia and a Certified Professional Geologist registered with the state of Indiana in the United
States. He received a Bachelor’s in geology from Indiana U niversity and a Master’s in economic
geology from the University of Arizona. He has been the President of North Shore since April,
2022. From 2017 to the present, he has been President and CEO of Craton Minerals Ltd., a private
diamond exploration company focused on Canada and the United States. Since 2016, he has been
President of JBC Ventures, a consulting company. From 2007 to 2015, Mr. Clements was President
of Peregrine Diamonds Ltd. and led the team that discovered the Chidliak diamond deposit in
Nunavut. From 1999 to 2007, he was Vice President Exploration for Ashton Mining of Canada Inc.
where he led the team that discovered the Renard diamond district in Quebec. From 2011 to 2017,
Mr. Clements was a director and president of the NWT and Nunavut Cha mber of Mines. From
1982 to 1997 he was a geologist then Regional Manager of Exmin Corporation, a company focused
on diamond exploration in the United States.
Dan O’Brien – Chief Financial Officer of the Resulting Issuer (Age 53)
Mr. O’Brien is a member of the Institute of Chartered Professional Accountants of British
Columbia. Mr. O’Brien is the President of Golden Oak Corporate Services Ltd. (“Golden Oak”)
and he is also CFO for a number of private and publicly listed exploration companies trading on
the Exchange. Mr. O’Brien was previously a senior manager at a leading Canadian accounting firm
where he specialized in the audit of public companies in the mining and resource sector.
Ben Meyer – Corporate Secretary of the Resulting Issuer (Age 37)
Mr. Meyer is a member of the British Columbia Paralegal Association. Mr. Meyer is the Vice-
President of Golden Oak. Mr. Meyer has over 12 years of experience in the industry and acts as
Corporate Secretary for a number of private and publicly listed miner al exploration compani es
trading on the TSXV. He has completed the Legal Administrative Assistant and Paralegal programs
at the University of the Fraser Valley with distinction.
James Arthur – Director of the Resulting Issuer (Age 53)
Mr. Arthur has acted as Senior Counsel and Senior Director at Keysight Technologies (and
formerly Ixia, which was acquired by Keysight Technologies) since March 2015. Mr. Arthur was
previously in private practice in California, Ontario and Japan advising generally on
corporate/commercial matters since June 1997. Mr. Arthur is an attorney in the State Bar of
California, and has previously been a lawyer in the Law Society of Ontario and Registered Foreign
Lawyer in Japan. Mr. Arthur received a JD from the University of British C olumbia and a BA in
Finance and Economics from Western University.
Clover Leaf Capital
Eoin Saadien – Director of the Resulting Issuer (Age 51)
Mr. Saadien has 25 years of experience in Capital Markets and has actively applied his experience
in public and private markets to operational businesses. Mr. Saadien spent 12 years at Morgan
Stanley’s Investment Banking and Institutional Equities Divisions. He then joined a major family
office based in Singapore as an Executive Vice President. In this role, Mr. Saadien was involved
in the raising of capital for mining, oil & gas, technology and med‐technology businesses in both
the private and public markets. Additionally, he was integrally involved in two junior mining
exploration companies, one focused on uranium and one focused on copper and gold. Mr. Saadien
has also held directorships in both a commodities futures trading company and a trading company
that specialize d in trading physical copper and gold concentrates from producing mines. In
addition, Mr. Saadien spent approximate ly one and a half years as the Head of Capital for the
Clermont Group in Singapore. He was also a Founder and Non-Executive Chairman/Director of
CopperCorp from May 2021 to July 2022 which is listed on the TSX V. He has a First -Class
Honours Business degree in Finance and International Business from Simon Fraser University in
Canada.
Doris Meyer – Director of the Resulting Issuer (Age 71)
Ms. Meyer gained her early experience in the mining industry as Vice President Finance of
Queenstake Resources Ltd. from 1985 to 2003. Ms. Meyer launched her private Company, Golden
Oak, in October 1996 with Queenstake Resources Ltd. as her first client. Since then, Golden Oak
has provided publicly traded mineral exploration companies with administrative, financial
reporting and corporate compliance services. She is a director of Golden Oak and is also a director
for a number of publicly listed exploration c ompanies trading on the TSXV . Ms. Meyer is a past
member of the Institute of Chartered Professional Accountants of British Columbia.
Jimmy Thom – Director of the Resulting Issuer (Age 39)
Mr. Thom is a Professional Geoscientist registered with the Australian Institute of Geoscientists.
He received a Master of Ore Deposit Geology with Distinction from the University of Western
Australia and a Bachelor’s in Science and a Bachelor’s in Commerce from the University of
Melbourne. Mr. Thom has been the Exploration Manager at Dynamic Metals since January 2023
and immediately prior was Exploration Manager of Jindalee Resources Limited since May 2021
which is the major shareholder of Dynamic Metals Limited. From January 2018 to April 2021, he
was the Exploration Manager of Paladin Energy Ltd. (“ Paladin”) where he led the Mining,
Geology, Mineral Resource and Tailing Stream for the Langer Heinrich Mine Value Improvement
Study Phase from July 2020 to April 2021 and the Geology, Drilling and Bulk Sampling Stream
for the Langer Heinrich Mine Restart PFS from March 2019 – October 2019. From June 2009 to
January 2018, he was the Project Geologist for Paladin and was involved in the broad scope of
Paladin’s exploration team. From November 2006 to June 2009, Mr. Thom was the Exploration
Geologist for Summit Resources Limited (“ Summit”) where he was involved in Summit’s
significant Mineral Resource Development drilling programs and brownfields exploration efforts
that resulted in significant growth of the Mount Isa Project Mineral Resource inventory.
Clover Leaf Capital
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. The current
directors and officers of the Company are: Tsend Tseren (Director and CEO), Dan O’Brien (CFO),
Ben Meyer (Corporate Secretar y), Morgan Hay (Director), Alain Fontaine (Director), Blake Steele
(Director), Alex Molyneux (Director) and Doris Meyer (Director). 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 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. 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 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.
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]
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
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 Concurrent Equity Offering, the
proposed change of name of the Company, the proposed Closing Date, the proposed directors and
officers of the Resulting Issuer,, the ability of the parties to complete the Transaction, the Resulting
Issuer meeting the Initial Listing Requirements as a Tier 2 mining 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 app rovals, 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.