North Shore Energy Metals Ltd. entered into a non-binding letter of intent to acquire Clover Leaf Capital Corp. (TSXV:CLVR.P) for CAD 1.5 million in a reverse merger transaction.
Under the terms of share exchange 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. It is expected that Clover Leaf will effect a name change to a name to be agreed upon between the parties upon the completion of the transaction. Upon closing the transaction, Clover Leaf will change its name to North Shore Uranium Ltd. 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, President and co-founder of North Shore, will be President of the Resulting Issuer. 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 Exploration), Dan OâBrien (CFO) and Ben Meyer (Corporate Secretary).
The transaction is subject to consummation of due diligence; receipt of all required third party consents; escrow agreements; completion of Concurrent Equity Offering; the Resulting Issuer meeting the Initial Listing Requirements as a Tier 2 issuer under the rules and policies of the TSXV; the TSXV shall have accepted notice for filing of and approved all transactions of Clover Leaf contemplated herein including approving this Agreement, the Share Exchange and the Filing Statement; the TSXV shall have conditionally approved the listing thereon of the Clover Leaf Consideration Shares; approval of the Board of Directors and, if required, the shareholders of North Shore Energy; approval of the board of directors and, if required, the shareholders of Clover Leaf; acceptance by the TSXV and other customary closing conditions. As of December 1, 2022, Clover Leaf and North Shore Energy have agreed to extend the termination date of the letter of intent from November 30, 2022 to December 31, 2022. As of March 31, 2023, the outside date of completion has changed from April 30, 2023 to June 30, 2023. As of May 3, 2023, Clover Leaf has received conditional acceptance from the TSX Venture Exchange and Clover Leaf and North Shore anticipate closing the transaction on or about June 30, 2023. On June 30, 2023, Clover Leaf Capital Corp. agreed to extended the completion date of the deal from June 30, 2023, to October 31, 2023. J. Morgan Hay of Maxis Law Corporation acted as legal advisor to Clover Leaf Capital. Neville McClure of Stikeman Elliott LLP acted as legal advisor to Stikeman Elliott LLP. Odyssey Trust acted as transfer agent and registrar of Clover Leaf.