FILING STATEMENT

– QUALIFYING TRANSACTION OF –

CLOVER LEAF CAPITAL CORP.

– WITH –

NORTH SHORE ENERGY METALS LTD.

DATED AS OF May 2, 2023

Neither the TSX Venture Exchange (the “Exchange”) Inc. nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement.

GLOSSARY OF TERMS ........................................................................................................................................... 4 GLOSSARY OF TECHNICAL TERMS ................................................................................................................ 12 FORWARD-LOOKING STATEMENTS ............................................................................................................... 13 TECHNICAL INFORMATION .............................................................................................................................. 14 MARKET AND INDUSTRY DATA ........................................................................................................................ 14 EXCHANGE RATE AND CURRENCY INFORMATION .................................................................................. 15 INFORMATION CONTAINED IN THIS FILING STATEMENT ..................................................................... 15 PART I – SUMMARY OF FILING STATEMENT ............................................................................................... 16 PART II – INFORMATION CONCERNING THE TRANSACTION ................................................................ 22 The Transaction ....................................................................................................................................................... 22 The Share Exchange Agreement ............................................................................................................................. 22 The Concurrent Offering ......................................................................................................................................... 25 Finder’s Fees ........................................................................................................................................................... 26 Approvals Necessary for the Transaction ................................................................................................................ 26 PART III – INFORMATION CONCERNING CLOVER LEAF ......................................................................... 27 Corporate Structure ................................................................................................................................................. 27 General Development of the Business .................................................................................................................... 27 The Concurrent Offering ......................................................................................................................................... 28 Management’s Discussion & Analysis .................................................................................................................... 28 Description of the Securities ................................................................................................................................... 28 Stock Option Plan ................................................................................................................................................... 28 Prior Sales ............................................................................................................................................................... 29 Non-Arm’s Length Transactions/Arm’s Length Transactions ................................................................................ 30 Legal Proceedings ................................................................................................................................................... 30 Auditor, Transfer Agents and Registrars ................................................................................................................. 31 Material Contracts ................................................................................................................................................... 31 PART IV – INFORMATION CONCERNING NORTH SHORE ........................................................................ 32 Corporate Structure ................................................................................................................................................. 32 Development of the Business .................................................................................................................................. 32 The Falcon Property ................................................................................................................................................ 35 The West Bear Property .......................................................................................................................................... 56 Vendors and Gem Oil are Not Non-Arm’s Length Parties and Prior Expenditures on the Properties .................... 69 Management’s Discussion and Analysis ................................................................................................................. 69 Description of the Securities ................................................................................................................................... 69 Consolidated Capitalization .................................................................................................................................... 70 Prior Sales ............................................................................................................................................................... 70 Trading Price and Volume ...................................................................................................................................... 70 Executive Compensation ......................................................................................................................................... 70 Non-Arm’s Length Transactions ............................................................................................................................. 72 Legal Proceedings ................................................................................................................................................... 72 Material Contracts ................................................................................................................................................... 72 PART V – INFORMATION CONCERNING THE RESULTING ISSUER ....................................................... 74 Corporate Structure ................................................................................................................................................. 74 Narrative Description of the Business of the Resulting Issuer ................................................................................ 74 Description of the Securities ................................................................................................................................... 75 Selected Pro Forma Consolidated Capitalization .................................................................................................... 75 Available Funds and Principal Purposes ................................................................................................................. 76 Principal Securityholders ........................................................................................................................................ 77 Directors, Officers and Promoters ........................................................................................................................... 77

Executive Compensation ......................................................................................................................................... 88 Indebtedness of Directors and Officers ................................................................................................................... 88 Investor Relations Agreements ............................................................................................................................... 88 Security Based Compensation ................................................................................................................................. 89 Escrow Securities .................................................................................................................................................... 93 SSRRs ..................................................................................................................................................................... 96 Auditors, Transfer Agent and Registrar .................................................................................................................. 97 PART VI – RISK FACTORS ................................................................................................................................... 98 Risks Related to the Transaction ............................................................................................................................. 98 Risk Factors Relating to the Resulting Issuer Shares .............................................................................................. 99 Risks Related to Resulting Issuer’s Business ........................................................................................................ 100 PART VII – GENERAL MATTERS ..................................................................................................................... 114 Sponsorships/Relationships ................................................................................................................................... 114 Experts .................................................................................................................................................................. 114 Other Material Facts .............................................................................................................................................. 114 Board Approval ..................................................................................................................................................... 115

CERTIFICATE OF CLOVER LEAF CAPITAL CORP. CERTIFICATE OF NORTH SHORE ENERGY METALS LTD.

CERTIFICATE OF ACKNOWLEDGMENT – PERSONAL INFORMATION.

APPENDIX “A” CLOVER LEAF FINANCIAL STATEMENTS ....................................................................... A-1 APPENDIX “B” CLOVER LEAF MANAGEMENT’S DISCUSSION AND ANALYSIS ................................. B-1 APPENDIX “C” NORTH SHORE FINANCIAL STATEMENTS ...................................................................... C-1 APPENDIX “D” NORTH SHORE’S MANAGEMENT’S DISCUSSION AND ANALYSIS ............................ D-1 APPENDIX “E” UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER ........................................................................................................................... E-1

GLOSSARY OF TERMS

The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations used in the appendices to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated.

“ Affiliate ” means a corporation that is affiliated with another corporation as follows:

(a) a corporation is an “Affiliate” of another corporation if:
(i) one of them is the subsidiary of the other; or
(ii) each of them is controlled by the same Person;
(b) a corporation is “controlled” by a Person if:
(i) voting securities of the corporation are held, other than by way of security only, by or for the benefit of that Person; and
(ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the corporation;
(c) a Person beneficially owns securities that are beneficially owned by:
(i) a corporation controlled by that Person; or
(ii) an Affiliate of that Person or an Affiliate of any corporation controlled by that Person;

“ Agency Agreement ” means the agency agreement dated December 24, 2021 among Clover Leaf and Haywood Securities;

“ AGIP ” means AGIP Canada Ltd.;

“ Amended CPC Escrow Agreement ” means the amended escrow agreement dated March 22, 2022 among Clover Leaf, Odyssey Trust, as escrow agent, and those Clover Leaf securityholders that executed such escrow agreement pertaining to the Clover Leaf CPC Escrowed Securities;

“ Arm’s Length Transaction ” means a transaction which is not a Related Party Transaction;

“ Associate(s) ”, when used to indicate a relationship with a Person or company, means:

(a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to all outstanding voting securities of the issuer,
(b) any partner of the Person,
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity,
(d) in the case of a Person who is an individual:
(i) that Person’s spouse or child, or
(ii) any relative of the Person or of his spouse who has the same residence as that Person,

but:

(e) where the Exchange determines that two Persons shall, or shall not, be deemed to be Associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D.1.00 of the TSX Venture Exchange Rule Book and Policies with respect to that Member firm, Member corporation or holding company;

“ Audit Committee ” means the audit committee of the Resulting Issuer;

“ Axiom ” means Axiom Exploration Group Ltd.;

“ BCBCA ” means the Business Corporations Act (British Columbia), including the regulations promulgated thereunder, as amended from time to time;

“ Big Boss ” means Big Boss Capital Limited, an optionor pursuant to the Falcon Option Agreement;

“ Capital Pool Company ” or “ CPC ” means a corporation: (a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the Exchange Policy 2.4; and (b) in regard to which the Final QT Exchange Bulletin has not yet been issued;

“ CEO ” means chief executive officer;

“ CFO ” means chief financial officer;

“ Closing ” means the closing of the Transaction;

“ Closing Date ” means the date on which the Closing occurs;

“ Clover Leaf ” means Clover Leaf Capital Corp., a corporation existing under the BCBCA;

“ Clover Leaf Board ” means the board of directors of Clover Leaf as the same is constituted from time to time;

“ Clover Leaf CPC Escrowed Securities ” means the Clover Leaf Shares and Clover Leaf Options held in escrow pursuant to the Amended CPC Escrow Agreement;

“ Clover Leaf Financial Statements ” means the audited financial statements of Clover Leaf for the years ended December 31, 2022 and December 31, 2021, which are attached hereto as Appendix “A”;

“ Clover Leaf MD&A ” means the management’s discussion and analysis of Clover Leaf for the year ended December 31, 2022, which are attached hereto as Appendix “B”;

“ Clover Leaf Optionees ” means the directors, officers, employees, and consultant of Clover Leaf and its Affiliates to whom Clover Leaf Options may be granted under the Clover Leaf Option Plan;

“ Clover Leaf Options ” means incentive stock options to purchase Clover Leaf Shares;

“ Clover Leaf Option Plan ” means the 10% rolling stock option plan of Clover Leaf dated July 14, 2021;

“ Clover Leaf Shareholders ” means the holders of Clover Leaf Shares from time to time;

“ Clover Leaf Shares ” means the common shares in the capital of Clover Leaf;

“ Clover Leaf 2022 Broker Warrants ” means 465,000 common share purchase warrants of Clover Leaf issued to Haywood Securities in respect of their partial compensation for the IPO, each such Clover Leaf 2022 Broker

Warrant entitling the holder thereof to purchase one Clover Leaf Share at a price of $0.10 per Clover Leaf Share at any time until March 22, 2024;

“ Credit Facility Agreement ” has the meaning given to such term in “ Part III – Information Concerning Clover Leaf – General Development of the Business – History of Clover Leaf ”;

“Code” means the Code of Ethics and Business Conduct for Directors, Officers, Employees and Consultants of Clover Leaf, which has an effective date of August 5, 2022;

“ Concurrent Offering ” means the non-brokered private placement to be completed by North Shore before the Closing of the Transaction of 16,666,667 Subscription Receipts at a price of $0.30 per Subscription Receipt for aggregate gross proceeds of $5,000,000;

“ Consulting Agreement ” means the consulting agreement entered into on October 1, 2022 among North Shore, JBC Ventures and Brooke Clements;

“ Control Person ” means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding Voting Shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

“ COVID-19 ” means the coronavirus designated as a pandemic by the World Health Organization on March 11, 2020;

“ Diamond Proceeds ” means the actual proceeds from sales of diamonds produced from the West Bear Property after deducing from such proceeds the following charges to the extent they were not deduced by the purchaser in computing payment: costs and expenses for preparing rough diamonds for sale including for sorting, weighing, grading, valuing, pricing, parceling and cleaning; all costs, expenses and charges that are incurred related to the transportation of diamonds from the West Bear Property for sale including insurance, shipping, freight, handling, loading, security, delay and forwarding expenses and transaction taxes; costs and expenses for insurance, security, packing, storage or representation at a facility where the sorting or cleaning of diamonds takes place; all sales, production, extraction, net proceeds, use, gross receipts, severance, ad valorem, value added tax, excise, export, import or other taxes, customs duties, governmental royalties, and other government charges if any, but excluding taxes based on net or gross income and like taxes and any value added or other taxes;

“ Escrowed Funds ” has the meaning given to such term in “ Part II – Information Concerning the Transaction – The Concurrent Offering ”;

“ Escrow Release Conditions ” has the meaning given to such term in “ Part II – Information Concerning the Transaction – The Concurrent Offering ”;

“ Escrow Release Event ” has the meaning given to such term in “ Part II – Information Concerning the Transaction – The Concurrent Offering ”;

“ Escrow Release Notice ” means a written notice in substantially the form to be set out in the Subscription Receipt Agreement to be executed by North Shore confirming that the Escrow Release Conditions have been satisfied or waived;

“ Exchange ” or “ TSXV ” means the TSX Venture Exchange;

“ Exchange Policy 2.2 ” means Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements of the Manual;

“ Exchange Policy 2.4 ” means Exchange Policy 2.4 – Capital Pool Companies of the Manual;

“ Exchange Policy 5.4 ” means Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Manual;

“ Falcon Option Agreement ” means the option agreement dated April 14, 2022 among North Shore, Fowler, and Big Boss pursuant to which an option was granted to North Shore for the acquisition of a 100% undivided interest in the Falcon Property;

“ Falcon Property ” means the prospective uranium exploration property consisting of four mineral claims covering 12,791 hectares near the southeastern edge of the Athabasca Basin as described in Schedule “B” of the Share Exchange Agreement (a copy of which is filed on Clover Leaf’s profile on SEDAR at www.sedar.com);

“ Falcon Property Technical Report ” means the technical report prepared by Troy Marfleet, P. Geo., and Kimberley Halpin, M.Sc., G.I.T., of Axiom, titled “ Technical Report for the Falcon Project, Saskatchewan, Canada ” with an effective date of January 13, 2023;

“ Falcon Royalty ” means the 2% NSR which will be granted to Fowler and Big Boss under the Falcon Option Agreement at such time that North Shore acquires a 100% undivided interest in the Falcon Property pursuant to the Falcon Option Agreement;

“ Filing Statement ” means this filing statement, completed pursuant to Exchange Form 3B2, together with all appendices hereto and including the summary hereof;

“ Final QT Exchange Bulletin ” means the bulletin issued by the Exchange following the closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Qualifying Transaction;

“ Fowler ” means Brian Fowler, an optionor pursuant to the Falcon Option Agreement;

“ Gem Oil ” means Gem Oil Inc., an optionor pursuant to the West Bear Option Agreement;

“ Governmental Entity ” means any applicable:

(a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign;
(b) subdivision, agent, commission, board or authority of any of the foregoing;
(c) quasi–governmental or private body, including any tribunal, commission, regulatory agency or self–regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or
(d) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including the TSXV or any stock or other securities exchange or professional association;

“ GST ” means goods and services tax;

“ Haywood Securities ” means Haywood Securities Inc.;

“ IFRS ” means International Financial Reporting Standards;
“ Initial Release Date ” means the date of the Final QT Exchange Bulletin;
“ Insider ”, if used in relation to an issuer, means:

(a) a director or officer of the issuer;
(b) a director or officer of the corporation that is an Insider or subsidiary of the issuer;
(c) a Person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the Person as underwriter in the course of a distribution; or
(d) the issuer if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security.

“ IPO ” means the initial public offering of Clover Leaf Shares;

“ JBC Ventures ” means JBC Ventures Ltd., a private company controlled by Brooke Clements, the President of North Shore;

“ Joint Venture Agreement ” means the joint venture agreement to be entered between Gem Oil and North Shore if either (i) North Shore fails to elect to increase its interest in the West Bear Property to 100% within the time periods specified in section 3.5 of the West Bear Option Agreement; or (ii) North Shore elects to increase its interest to 100%, but fails to pay Gem Oil $200,000 and allot and issue North Shore Shares with a market value of $200,000 in accordance with section 3.5 of the West Bear Option Agreement;

“ Law ” or “ Laws ” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any governmental entity or self-regulatory authority (including the Exchange);

“ Letter of Intent ” means the letter of intent between Clover Leaf and North Shores dated September 26, 2022 and amended on November 29, 2022, pursuant to which the parties agreed to complete the Transaction;

“ Listing ” means the listing on the Exchange of the Resulting Issuer Shares;

“ Manual ” means the Corporate Finance Manual of the Exchange;

“ Material Adverse Effect ” means, in respect of a Party, any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the assets, liabilities, business, properties, operations, results of operations or condition (financial or otherwise) of the Party and its Subsidiaries (on a consolidated basis), except any change, effect, event, occurrence or state of facts resulting from or relating to:

(a) the announcement of the execution of the Share Exchange Agreement or the transactions contemplated hereby or the performance of any obligation hereunder or communication by the applicable Party of its plans or intentions with respect to the other Party, including, with respect to North Shore, any of its Subsidiaries;
(b) changes in the United States and Canadian economies in general or the United States and Canadian capital or currency markets in general;
(c) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife, or acts of terrorism;
(d) any change in applicable Laws or in the interpretation thereof by any Governmental Entity;

(e) any change in IFRS;
(f) any natural disaster, epidemic, or pandemic, including the COVID-19 pandemic or any worsening thereof;
(g) any change relating to foreign currency exchange rates;
(h) any change in the price of uranium; or
(i) any changes affecting the mining industry generally;

provided that, in the case of any changes referred to in clauses (b) to (i) above, such changes do not have a materially disproportionate effect on the Party relative to comparable mineral exploration companies;

“ Member ” has the meaning ascribed to that term in Rule A.1.00;

“ Name Change ” means the change of name of Clover Leaf to “North Shore Uranium Ltd.” or such other name as is agreed by North Shore to become effective immediately prior to the closing of the Transaction;

“ NEO ” means: (a) the CEO (or an individual acting in a similar capacity), (b) the CFO (or an individual acting in a similar capacity), (c) the most highly compensated executive officer of an issuer, and its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers , for that financial year; and (d) each individual who would be a NEO under (c) but for the fact that the individual was not an executive officer of the issuer and was not acting in a similar capacity, at the end of that financial year;

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees ;

“ NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance Practices

“ NP 58-201 ” means National Policy 58-201 – Corporate Governance Guidelines ;

“ Non-Arm’s Length Party ” means in relation to a company: (a) a Promoter, officer, director, other Insider or Control Person of that company (including an issuer) and any Associates or Affiliates of any of such Persons, or (b) another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person. In relation to an individual, means any Associate of the individual or any company of which the individual is a Promoter, officer, director, Insider or Control Person;

“ Non-Arm’s Length Qualifying Transaction ” means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be subject of the proposed Qualifying Transaction;

“ North Shore ” means North Shore Energy Metals Ltd., a corporation existing under the BCBCA;

“ North Shore Board ” means the board of directors of North Shore as the same is constituted from time to time;

“ North Shore Financial Statements ” means the audited financial statements of North Shore for the period from incorporation on November 23, 2021 to December 31, 2021 and for the year ended December 31, 2022, which are attached hereto as Appendix “C”;

“ North Shore MD&A ” means the management’s discussion and analysis for the North Shore Financial Statements, which are attached hereto as Appendix “D”;

“ North Shore Shareholders ” means the holders of North Shore Shares from time to time;

“ North Shore Shares ” means the common shares in the capital of North Shore;

“ NSR ” means the actual proceeds received from any mint, smelter refinery or other purchaser for the sale or ores, metals (metals shall include bullion) or concentrates produced from the West Bear Property or the Falcon Property, as applicable, and sold, after deducting from such proceeds the following charges to the extent that they were not deducted by the purchaser in computing payment: smelting and refinery charges; penalties; smelter assay costs and umpire assay costs; cost of freight and handling of ores, metals, or concentrates from the West Bear Property or the Falcon Property, as applicable, to any mint, smelter, refinery or other purchaser; marketing costs; insurance on all such ores, metals or concentrates; customs duties; severance, royalties, ad valorem or mineral taxes or the like and export and import taxes or tariffs payable in respect of said ores, metals or concentrates;

“ Odyssey Trust ” means Odyssey Trust Company;

“ Outside Date ” means the latest date by which the transactions contemplated by the Share Exchange Agreement are to be completed, which is June 30, 2023 or such later date as Clover Leaf and North Shore may agree;

“ Party ” means a party to the Share Exchange Agreement, being Clover Leaf, North Shore, and the North Shore Shareholders and “ Parties ” means all of them;

“ Person ” means a corporation or an individual;

“ Promoter ” means:

(a) a person or company that, acting alone or in conjunction with one or more other persons, companies or a combination of them, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer; or
(b) a person or company that, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property or both services and property, 10% or more of the issued securities of a class of securities of the issuer or 10% or more of the proceeds from the sale of a class of securities of a particular issue, but a person or company who receives the securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be considered a Promoter within the meaning of this definition where that person or company does not otherwise take part in founding, organizing or substantially reorganizing the business;

“ Qualified Person ” has the meaning ascribed thereto in NI 43-101;

“ Qualifying Transaction ” means a transaction where a Capital Pool Company acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by others means;

“ QT Escrow Agreement ” means the escrow agreement in the form of Exchange Form 5D – Escrow Agreement to be entered into in connection with the Closing of the Transaction among the Resulting Issuer, Odyssey Trust, as escrow agent, and certain securityholders of the Resulting Issuer;

“ Resulting Issuer ” means Clover Leaf after giving effect to the Transaction;

“ Resulting Issuer Board ” means the board of directors of the Resulting Issuer as the same is constituted from time to time, following the completion of the Transaction;

“ Resulting Issuer Option Plan ” means the 10% rolling stock option plan of the Resulting Issuer which is expected to be implemented by the Resulting Issuer following the completion of the Transaction;

“ Resulting Issuer Options ” means incentive stock options to purchase Resulting Issuer Shares;

“ Resulting Issuer Shareholders ” means the holders of the Resulting Issuer Shares from time to time;

“ Resulting Issuer Shares ” means the common shares in the capital of the Resulting Issuer;

“ Resulting Issuer Warrants ” means warrants to acquire Resulting Issuer Shares;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Share Exchange Agreement ” means the share exchange agreement made as of December 19, 2022, as amended on March 31, 2023, among Clover Leaf, North Shore and North Shore Shareholders pursuant to which such parties have agreed to complete the Transaction on such terms and conditions set forth therein, as such agreement may be amended from time to time;

“ Significant Assets ” means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions, would result in the CPC meeting the initial listing requirements of the Exchange;

“ SSRRs ” means seed share resale restrictions;

“ Subscription Receipt Agent ” means Odyssey Trust;

“ Subscription Receipt Agreement ” means the subscription receipt agreement to be entered into between North Shore and Odyssey Trust, as subscription receipt agent, in connection with the Concurrent Offering;

“ Subscription Receipts ” means subscription receipts of North Shore to be issued pursuant to the Concurrent Offering where each Subscription Receipt shall be automatically converted into one (1) North Shore Share upon satisfaction or waiver of the Escrow Release Conditions;

“ Subscription Receipt Subscriber ” means a subscriber of Subscription Receipts under the Concurrent Offering;

“ Subsidiary ” has the meaning ascribed thereto in Section 2(2) of the BCBCA;

“ Tier 2 Mining Issuer ” has the meaning attributable thereto in Policy 2.1 – Initial Listing Requirements of the Manual;

“ Tier 1 Value Release Schedule ” has the meaning attributable thereto under “ Part V – Information Concerning the Resulting Issuer – Escrow Securities – QT Escrow Agreement ”;

“ Tier 2 Value Release Schedule ” has the meaning attributable thereto under “ Part V – Information Concerning the Resulting Issuer – Escrow Securities – QT Escrow Agreement ”;

“ Transaction ” means the acquisition by Clover Leaf of all the outstanding securities of North Shore in exchange for securities of Clover Leaf pursuant to the terms and conditions set forth in the Share Exchange Agreement;

“ Voting Share ” means a security of an issuer that: (a) is not a debt security; and (b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing;

“ West Bear Option Agreement ” means an option agreement dated April 18, 2022, as amended on April 26, 2023, made between North Shore and Gem Oil pursuant to which a first option was granted to North Shore for the acquisition of a 75% undivided interest in the West Bear Property. On exercise of the first option for a 75% undivided interest in the West Bear Property, North Shore has the exclusive and irrevocable right and option pursuant to the West Bear Option Agreement to elect, at its sole discretion, to acquire from Gem Oil an additional

25% undivided interest in and to the West Bear Property, for a total 100% undivided total interest in and to the West Bear Property;

“ West Bear Property ” means the prospective uranium exploration property consisting of five mineral claims covering 4,511 hectares at the eastern margin of the Athabasca Basin as described in Schedule “B” of the Share Exchange Agreement (a copy of which is filed on Clover Leaf’s profile on SEDAR at www.sedar.com);

“ West Bear Royalty ” means the royalty which will be granted to Gem Oil under the West Bear Option Agreement at such time (if applicable) that North Shore acquires a 75% undivided interest in the West Bear Property under the West Bear Option Agreement, which shall be equal to 2% of NSR or the Diamond Proceeds, as the case may be, from the West Bear Property; and

“West Bear Property Technical Report” means the technical report prepared by Troy Marfleet, P. Geo., of Axiom, titled “ Technical Report for the West Bear Property, Saskatchewan, Canada ” with an effective date of February 19, 2023.

GLOSSARY OF TECHNICAL TERMS

“ [o] ” means degrees;

“ 3D ” means three-dimensional;

“ AdTau ” means adaptive time constant, an electromagnetic measurement

“ AR ” means assessment report;

“ cm ” means centimetre;

“ Co ” means cobalt;

“ Cu ” means copper;

“ D C” means direct current, refers to direct current/resistivity geophysical surveys;

“ DDH ” means diamond drill holes;

“ EM ” means electromagnetic;

“ ft ” means feet;

“ Ga ” means giga annum;

“ GPS ” means global positioning system;

“ GSC ” means Geological Survey of Canada;

“ ha ” means hectare;

“ HLEM ” means horizontal loop electromagnetics;

“ Hz ” means hertz;

“ km ” means kilometers;

“ km2 ” means square kilometer;

“ m ” means metres;

“ mm ” means millimetres;

“ Mo ” means molybdenum;

“ N ” means north;

“ Ni ” means nickel;

“ nT ” means nanotesla, a unit used for measuring the earth’s magnetic field

“ NTS ” means National Topographic Sheet;

“ Pb ” means lead;

“ ppm ” means parts per million;

“ REE ” means Rare Earth Elements;

“ s ” means seconds;

“ SGS ” means Saskatchewan Geological Survey;

“ SMAD ” means Saskatchewan Mineral Assessment Database;

“ SMDI ” means Saskatchewan Mineral Deposit Index;

“ Th ” means thorium;

“ THO ” means Trans-Hudson Orogeny;

“ U3O8 ” means triuranium octoxide;

“ U ” means uranium;

“ UTM ” means Universal Transverse Mercator;

“ VLF ” means very low frequency;

“ VTEM ” means versatile time domain electromagnetic;

“ W ” means west; and

“ ZTEM ” means Z-Axis Tipper Electromagnetic.

FORWARD-LOOKING STATEMENTS

This Filing Statement contains certain forward-looking statements within the meaning of Canadian securities laws. These statements relate to future events or future performance and reflect management’s expectations regarding the growth, results of operations, performance and business prospects and opportunities of the Resulting Issuer. All statements other than statements of historical fact are forward-looking statements. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “target” or the negative of these terms or other

comparable terminology. These statements are only predictions. In addition, this Filing Statement may contain forward-looking statements attributed to third party industry sources.

Forward-looking statements are necessarily based on estimates and assumptions made by management in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as factors that management believe are appropriate. Forward-looking statements in this Filing Statement include, but are not limited to: the anticipated Closing; the anticipated completion of the Concurrent Offering and the payment of cash commission and the issuance of securities to finders in connection therewith; the anticipated use of the Escrowed Funds (following the release thereof) by the Resulting Issuer; the Resulting Issuer’s anticipated capital structure; the anticipated legal name of the Resulting Issuer; the anticipated escrow periods, release schedules and contractual restrictions on transfer affecting the securities of the Resulting Issuer; the proposed directors, officers and insiders of the Resulting Issuer and their holdings of securities of the Resulting Issuer; the expected executive compensation and corporate governance practices of the Resulting Issuer; the future growth, results of operations, performance and business prospects and opportunities of the Resulting Issuer; the funds available to the Resulting Issuer; the business objectives of the Resulting Issuer; the timeline and budget disclosed with respect to the recommended work programs in the Falcon Property Technical Report and the West Bear Property Technical Report; the ability of the Resulting Issuer to execute its business plan successfully or as disclosed herein, such that the future growth, results of operations, performance and business prospects and opportunities of the Resulting will be as anticipated; the ability for the Resulting Issuer to develop and commercialize the West Bear Property and the Falcon Property; and the impacts of the COVID-19 pandemic on the business and operations of the Resulting Issuer.

Although management of North Shore and Clover Leaf believe that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. North Shore and Clover Leaf cannot guarantee future results, levels of activity, performance, or achievements. Some of the risks and other factors, some of which are beyond the control of North Shore and Clover Leaf, which could cause results to differ materially from those expressed in the forward-looking statements contained in this Filing Statement are included under “Part VI – Risk Factors” . This list is not exhaustive of the factors that may affect any of the forwardlooking statements regarding North Shore or Clover Leaf. Forward-looking statements are statements about the future and are inherently uncertain. Actual events or results could differ materially from those projected in the forwardlooking statements including as a result of the matters set out in this Filing Statement generally and certain economic and business factors, some of which may be beyond the control of North Shore and Clover Leaf. Some of the important risks and uncertainties that could affect forward-looking statements are described under the heading “ Part VI – Risk Factors ”. Neither North Shore nor Clover Leaf intends, and neither assumes any obligation, to update any of the forward-looking statements after the date of this Filing Statement so as to conform such statements to actual results or to changes in the expectations of North Shore or Clover Leaf, other than as required by applicable securities law. For all these reasons, readers should not place undue reliance on the forward-looking statements contained herein, as the Resulting Issuer’s actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements if known or unknown risks, uncertainties or other factors affect the Resulting Issuer’s business, or if North Shore or Clover Leaf’s estimates or assumptions prove inaccurate. The forward-looking statements contained in this Filing Statement are expressly qualified by this cautionary statement.

TECHNICAL INFORMATION

The disclosure in this Filing Statement relating to the Falcon Property and the West Bear Property is based on the Falcon Property Technical Report and the West Bear Property Technical Report, respectively, prepared and published in accordance with NI 43-101 and available under Clover Leaf’s profile at www.sedar.com.

MARKET AND INDUSTRY DATA

Market and industry data presented throughout this Filing Statement was obtained from third-party sources, industry reports and publications, websites and other publicly available information, as well as industry and other data prepared by us or on our behalf, on the basis of our knowledge of the markets in which we operate, including information provided by other industry participants. We believe that the market and industry data presented throughout this Filing Statement is accurate and, with respect to data prepared by us or on our behalf that our opinions, estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy

or completeness thereof. The accuracy and completeness of the market and industry data presented throughout this Filing Statement are not guaranteed and none of Clover Leaf, North Shore or their shareholders makes any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, none of Clover Leaf, North Shore or their shareholders has independently verified any of the data from third-party sources referred to in this Filing Statement, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and industry data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

EXCHANGE RATE AND CURRENCY INFORMATION

Unless otherwise indicated, all references to “$” or “Canadian dollars” in this Filing Statement refer to Canadian dollars. Clover Leaf’s and North Shore’s financial statements attached hereto are reported in Canadian dollars and are prepared in accordance with IFRS.

INFORMATION CONTAINED IN THIS FILING STATEMENT

The information contained in this Filing Statement is given as at May 2, 2023, except where otherwise noted.

No Person has been authorized to give any information or to make any representation in connection with the Transaction and other matters described herein other than those contained in this Filing Statement and, if given or made, any such information or representation should be considered not to have been authorized by Clover Leaf, North Shore or the Resulting Issuer and should not be relied upon.

The information concerning each party contained in this Filing Statement has been provided by management of that party. Although the parties have no specific knowledge that would indicate that any of such information regarding the other party is untrue or incomplete, the parties assume no responsibility for the accuracy or completeness of information or the failure by the other party to disclose events which may have occurred or may affect the completeness or accuracy of such information which are unknown to that party.

This Filing Statement does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any Person in any jurisdiction.

Information contained in this Filing Statement should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisers in connection therewith.

All financial information in this Filing Statement has been prepared in accordance with IFRS, unless otherwise noted. The financial year-end is December 31[st] for both Clover Leaf and North Shore.

Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

PART I – SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Clover Leaf, North Shore and the Resulting Issuer (assuming completion of the Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Reference is made to the Glossary of Terms for the definitions of certain abbreviations and terms used in this Filing Statement and in this summary. All information provided in this summary and in the Filing Statement is current as of May 2, 2023.

This Filing Statement has been prepared in accordance with Exchange Policy 2.4 and Exchange Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction.

Parties Clover Leaf is a CPC incorporated under the laws of the Province of British Columbia on March 2, 2021. The Clover Leaf Shares are listed on the TSXV under the symbol “CLVR.P”. For additional information about Clover Leaf, please see “Part III – Information Concerning Clover Leaf” .

North Shore is a private company incorporated under the laws of the Province of British Columbia on November 23, 2021. No public market exists for the securities of North Shore. North Shore is a uranium exploration and development company engaged in the acquisition, exploration and development of uranium properties located at the eastern edge of the Athabasca Basin in Saskatchewan. North Shore’s principal asset is its interest in the Falcon Property through the Falcon Option Agreement, which is an option to acquire a 100% undivided interest in the Falcon Property. North Shore completed the conditions to the exercise of the option under the Falcon Option Agreement on April 13, 2023. See “ Part IV – Information Concerning North Shore – Development of the Business - The Falcon Option Agreement and the West Bear Option Agreement – The Falcon Option Agreement ”. The transfer of the Falcon Property to North Shore is pending. North Shore also has an option to acquire a 75% undivided interest in the West Bear Property through the West Bear Option Agreement. Upon completion of the acquisition of the 75% undivided interest in the West Bear Property, North Shore will have the right to acquire the remaining 25% of the West Bear Property. See “ Part IV – Information Concerning North Shore – Development of the Business ” for further information regarding North Shore, the Falcon Property and the West Bear Property.

The Share Pursuant to the provisions of the Share Exchange Agreement, Clover Leaf will acquire 100% Exchange of the issued and outstanding North Shore Shares (including the North Shore Shares to be Agreement issued on the automatic conversion of the Subscription Receipts upon the satisfaction or waiver of the Escrow Release Conditions) in exchange for the issuance of Resulting Issuer Shares at a deemed issue price of $0.30 per Resulting Issuer Share on a one (1) for one (1) basis. See “ Part II – Information Concerning the Transaction – The Share Exchange Agreement ” for further details regarding the Share Exchange Agreement. It is expected that Clover Leaf will acquire 16,725,100 North Shore Shares held by current North Shore Shareholders and 16,666,667 North Shore Shares held by the Subscription Receipt Subscribers in exchange for the issuance of 16,725,100 Resulting Issuer Shares to the current North Shore Shareholders and the issuance of 16,666,667 Resulting Issuer Shares to the Subscription Receipt Subscribers. See “ Part V – Information Concerning the Resulting Issuer – Fully Diluted Share Capital ”. As a result of the Transaction, North Shore will become a wholly owned subsidiary of Clover Leaf, and the Resulting Issuer will continue the business of North Shore. It is intended that the Transaction will constitute Clover Leaf’s Qualifying Transaction.

The It is a condition to the completion of the Transaction that North Shore shall complete the Concurrent Concurrent Offering prior to the Closing Date. North Shore anticipates issuing an aggregate of Offering 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. See “Part II – Information Concerning the Transaction – The Concurrent Offering” for further information regarding the Concurrent Offering.

Conditions to	The completion of the Transaction is conditional upon, among other things, Clover Leaf
the Completion	completing the Name Change; North Shore completing the Concurrent Offering prior to the
of the	Closing Date; the Resulting Issuer satisfying the minimum Listing requirements of the
Transaction	Exchange for a Tier 2 Mining Issuer and the Exchange having conditionally approved the
	Listing on the Exchange of the Resulting Issuer Shares, including the Resulting Issuer Shares
	to be issued pursuant to the Transaction, on terms and conditions acceptable to each of Clover
	Leaf and North Shore, acting reasonably; and the Clover Leaf Board having procured duly
	executed resignations and releases in favour of Clover Leaf effective as at the Closing Date
	from each director and officer of Clover Leaf who will no longer be serving in such capacity
	following completion of the Transaction, in a form acceptable to North Shore. See “Part II–
	Information Concerning the Transaction – The Share Exchange Agreement” for further
	information regarding the conditions to the completion of the Transaction and “Part V –
	Information Concerning the Resulting Issuer – Directors, Officers and Promoters” for further
	information regarding the proposed directors and officers of the Resulting Issuer.
Interests of	Blake Steele and Alexander Molyneux are Insiders of Clover Leaf by virtue of being directors
Insiders	of Clover Leaf and are also Insiders of North Shore by virtue of having beneficial ownership
	of, or control or direction over, directly or indirectly, more than 10% of the voting rights
	attached to all of North Shore’s outstanding voting securities. Blake Steele currently has
	beneficial ownership of, or control or direction over, directly or indirectly, 700,000 Clover Leaf
	Shares and 2,600,000 North Shore Shares. Alexander Molyneux currently has beneficial
	ownership of, or control or direction over, directly or indirectly, 793,000 Clover Leaf Shares
	and 2,600,000 North Shore Shares. Immediately following the completion of the Transaction,
	it is expected that Blake Steele will have beneficial ownership of, or control or direction over,
	directly or indirectly, 3,300,000 Resulting Issuer Shares (assuming that Mr. Steele does not
	participate in the Concurrent Offering), representing approximately 7.04% of the total
	outstanding share capital of the Resulting Issuer, and that Alexander Molyneux will have
	beneficial ownership of, or control or direction over, directly or indirectly, 3,393,000 Resulting
	Issuer Shares (assuming that Mr. Molyneux does not participate in the Concurrent Offering)
	representing approximately 7.24% of the total outstanding share capital of the Resulting Issuer.
	See “Part V – Information Concerning the Resulting Issuer – Description of Securities”.
Arm’s Length	The Transaction is not a Non-Arm’s Length Transaction pursuant to the policies of the
Transaction	Exchange.
Securityholder	The Transaction is not a Non-Arm’s Length Transaction; therefore, shareholder approval by
Approval	the Clover Leaf Shareholders is not required.
Available	The following table sets forth the funds anticipated to be available to the Resulting Issuer after
Funds	giving effect to the Concurrent Offering and the Transaction:

Source of Funds	Amount
Estimated working capital(1)	$325,000
Net proceeds from the Concurrent Offering(2)	$4,650,000
Total Estimated Funds Available	$4,975,000

(1) Based on the estimated working capital of Clover Leaf as at April 30, 2023 of $300,000 and an estimated working capital of North Shore as at April 30, 2023 of $25,000.

(2) After deducting approximately $50,000 in anticipated costs and expenses associated with the Concurrent Offering and approximately $300,000 in anticipated cash commissions to be paid to finders associated with the Concurrent Offering. See “ Part II – Information Concerning the Transaction – The Concurrent ”
Offering .

See “Part V – Information Concerning the Resulting Issuer - Available Funds and Principal Purposes”.

Principal Purposes of Funds

The following table summarizes the expenditures anticipated by the Resulting Issuer required to achieve its business objectives during the 12 months following completion of the Transaction:

Transaction:
Anticipated Use of Funds	Amount
Phase 1 Work Program for the Falcon Property(1)		$346,050
Phase 1 Work Program for the West Bear Property(2)		$163,275
Drilling(3)		$2,200,000
Property Option Payments		$75,000
Additional Work on the Falcon Property and/or the West Bear Property or work related to the investigation of new properties in the region		$140,675
_Other Expenses: _		0
Salaries and Consulting Fees		$1,020,000
Legal Fees(4)		$260,000
Audit and Accounting Fees(5)		$155,000
Public Company Costs(6)		$150,000
General and Administrative for the 12 months following the completion of the Transaction(7)		$100,000
Unallocated working capital		$365,000
Total Estimated Uses of Funds		$4,975,000

(1) See “ Part IV – Information Concerning North Shore – The Falcon Property

(2) See “ Part IV – Information Concerning North Shore – The West Bear Property ”.

(3) Contingent on the identification of priority targets in the Phase 1 Work Programs.

(4) Includes $200,000 for legal fees relating to the Transaction.

(5) Includes $40,000 for audit fees relating to the Transaction.

(6) Includes regulatory filing fees.

(7) Includes office costs, travel expenses, transfer agent fees, marketing, shareholder communication and miscellaneous expenses.

Notwithstanding the proposed uses of available funds discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary or prudent. It is difficult, at this time, to definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For these reasons, management of Clover Leaf and North Shore consider it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises. For additional information, see “ Part V - Information Concerning the Resulting Issuer – Available Funds” , “Part V – Information Concerning the Resulting Issuer – Principal Purposes ” and “ Part V – Information Concerning the Resulting Issuer – Narrative Description of the Business of the Resulting Issuer ”. Further, the above uses of available funds should be considered estimates. See “ Forward-Looking Statements ”.

Selected Pro Forma Financial Information of the Resulting Issuer	The following sets out selected pro forma financial information as at December 31, 2022 of the Resulting Issuer. This table should be read in conjunction with the unaudited pro forma financial statements of the Resulting Issuer included in this Filing Statement as Appendix “E”.	The following sets out selected pro forma financial information as at December 31, 2022 of the Resulting Issuer. This table should be read in conjunction with the unaudited pro forma financial statements of the Resulting Issuer included in this Filing Statement as Appendix “E”.
	Item	Amount
	Cash	$5,267,913
	Current Assets	$5,298,915
	Exploration and Evaluation Assets	$150,000
	Total Assets	$5,516,579
	Current Liabilities	$223,244
	Shareholders’ Equity	$5,293,335

Trading Price The Clover Leaf Shares are listed on the Exchange under the symbol “CLVR.P”. The closing price of the Clover Leaf Shares on September 26, 2022, being the last trading day before the Clover Leaf Shares were halted from trading on the Exchange, was $0.090. See “ Part III – Information Concerning Clover Leaf – Trading Price ”.

Conflicts of Certain of the individuals proposed for appointment as directors or officers of the Resulting Interest Issuer upon completion of the Transaction are also directors and/or officers of other reporting and non-reporting issuers or are or will be, and may continue to be, involved in other business ventures through their direct and indirect participation in corporations, partnerships, joint ventures, etc. that may become potential competitors of the Resulting Issuer. Accordingly, conflicts of interest may arise which could influence these persons in evaluating possible acquisitions or in generally acting on behalf of the Resulting Issuer, notwithstanding that they will be bound by the provisions of the BCBCA to act at all times in good faith in the interests of the Resulting Issuer and to disclose such conflicts to the Resulting Issuer if and when they arise. See “ Part V – Information Concerning the Resulting Issuer – Conflicts of Interest” .

Risk Factors An investment in the Resulting Issuer Shares (both before and after completion of the Transaction) should be considered highly speculative and involves a high degree of risk. Material risk factors affecting the Resulting Issuer include, without limitation, the following: Clover Leaf may not complete the Transaction or receive Exchange approval; the Share Exchange Agreement may be terminated by either Clover Leaf or North Shore in certain circumstances; the Transaction will have dilutive effect on Clover Leaf Shareholders; the Transaction may divert the attention of the management of Clover Leaf; the tax consequences of the Transaction; Clover Leaf may not realize anticipated benefits of the Transaction; proforma financial statements are illustrative only; the listing of the Resulting Issuer Shares is dependent on satisfaction of Exchange requirements; the market price of the Resulting Issuer Shares may be volatile; the Resulting Issuer may issue additional equity securities; the value assigned to the Resulting Issuer may be incorrect; there is no assurance that the Resulting Issuer will declare a dividend; the limited operating history of Clover Leaf; the exploration and development risk associated with mining operations; Clover Leaf has a history of negative cash flow and no assurance can be given that the Resulting Issuer will ever attain positive cash flow; dependence on the Falcon Property and the West Bear Property; uncertainty of resource estimates; variation in the prices of various commodities; mineral deposits may not be economical; changes in the market price of uranium and minerals; volatility in the price of uranium and other mineral commodities; mining operations may not be established or profitable; the Resulting Issuer may not use the available funds as described in the Filing Statement; ability to exploit future discoveries; financing risks; operations and exploration may be subject to governmental regulations; operation and exploration activities are subject to environmental and endangered species laws and regulations; permits and licences; operational risks; subject to evolving laws and regulations regarding environmental matters, additional costs to mineral property operators resulting from international climate control initiatives; community relations; competition; defects in title to mineral properties; future litigation could affect title; deficient third party reviews, reports and projections; dependence on key individuals; directors and officers may have conflicts of interest; global financial conditions may be volatile; adequate infrastructure may not be available to develop the Falcon Property and the West Bear Property; the ongoing spread of COVID-19 may negatively impact the Resulting Issuer’s business; future acquisitions and partnerships; the availability of equipment, materials and skilled technical workers; the availability and commitment of qualified management and technical personnel; the Resulting Issuer’s operations are subject to human error; compliance with health and safety laws and regulations; and nature and climate conditions; uninsured or uninsurable risks.

The Resulting Issuer’s future development and actual operating results may be very different from those expected as at the date of this Filing Statement. No representation is or can be made as to the future performance of the Resulting Issuer and there can be no assurance that the Resulting Issuer will achieve its objectives. Accordingly, readers should carefully consider the risk factors contained herein under “Part VI – Risk Factors”.

Conditional The Exchange has conditionally accepted the Transaction subject to the Resulting Issuer Listing fulfilling all of the requirements of the Exchange. Approval

Interests of The following professional persons have prepared reports or have provided opinions that are Experts either included or referenced within this Filing Statement:

Clover Leaf’s auditor, Davidson & Company LLP, Chartered Professional Accountants, issued an independent auditor’s report in connection with the financial statements of Clover Leaf included in the Filing Statement. Davidson & Company LLP, Chartered Professional Accountants is independent of Clover Leaf in accordance with the code of professional conduct of the Chartered Professional Accountants of British Columbia.
North Shore’s auditor, Davidson & Company LLP, Chartered Professional Accountants, issued an independent auditor’s report in connection with the

financial statements of North Shore included in the Filing Statement. Davidson & Company LLP, Chartered Professional Accountants is independent of North Shore in accordance with the code of professional conduct of the Chartered Professional Accountants of British Columbia.

Information of a scientific and technical nature regarding the West Bear Property included in this Filing Statement is excerpted or derived from the West Bear Property Technical Report. To the knowledge of Clover Leaf and North Shore, Troy Marfleet, P. Geo. did not hold securities representing more than 1% of all issued and outstanding Clover Leaf Shares or North Shore Shares, respectively, as the date of the West Bear Property Technical Report.
Information of a scientific and technical nature regarding the Falcon Property included in this Filing Statement is excerpted or derived from the Falcon Property Technical Report. To the knowledge of Clover Leaf and North Shore, neither Troy Marfleet, P. Geo., nor Kimberley Halpin, M.Sc., G.I.T., held securities representing more than 1% of all issued and outstanding Clover Leaf Shares or North Shore Shares, respectively, as the date of the Falcon Property Technical Report.

The Falcon Property Technical Report and the West Bear Property Technical Report were used to support the recommendations of the Clover Leaf Board in respect of the Transaction. Copies of the Falcon Property Technical Report and the West Bear Technical Report are available on Clover Leaf’s SEDAR profile at www.sedar.com. See “ Part IV – Information Concerning North Shore – Development of the Business” for summaries of the Falcon Property Technical Report and the West Bear Property Technical Report.

PART II – INFORMATION CONCERNING THE TRANSACTION

The following is a summary of the material terms of the Share Exchange Agreement. This summary does not purport to be a complete summary of the Share Exchange Agreement and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, a copy of which is available for review under Clover Leaf’s SEDAR profile at www.sedar.com.

The Transaction

Pursuant to the provisions of the Share Exchange Agreement, Clover Leaf will acquire 100% of the issued and outstanding North Shore Shares (including the North Shore Shares to be issued on the automatic conversion of the Subscription Receipts upon the satisfaction or waiver of the Escrow Release Conditions) in exchange for Resulting Issuer Shares on a one (1) for one (1) basis. It is expected that Clover Leaf will acquire 16,725,100 North Shore Shares held by current North Shore Shareholders and 16,666,667 North Shore Shares held by the Subscription Receipt Subscribers in exchange for the issuance of 16,725,100 Resulting Issuer Shares at a deemed issue price of $0.30 per Resulting Issuer Share to the current North Shore Shareholders and the issuance of 16,666,667 Resulting Issuer Shares at a deemed issue price of $0.30 per Resulting Issuer Share to the Subscription Receipt Subscribers. See “ Part V – Information Concerning the Resulting Issuer – Fully Diluted Share Capital ”. The Transaction is not a Non-Arm’s Length Qualifying Transaction.

North Shore was incorporated on November 23, 2021 pursuant to the provisions of the BCBCA. North Shore is a uranium exploration and development company engaged in the acquisition, exploration and development of uranium properties located at the eastern edge of the Athabasca Basin in Saskatchewan. North Shore’s principal asset is its interest in the Falcon Property through the Falcon Option Agreement, which is an option to acquire a 100% undivided interest in the Falcon Property. North Shore completed the conditions to the exercise of the option under the Falcon Option Agreement on April 13, 2023. See “ Part IV – Information Concerning North Shore – Development of the Business - The Falcon Option Agreement and the West Bear Option Agreement – The Falcon Option Agreement ”. The transfer of the Falcon Property to North Shore is pending. North Shore also has an option to acquire a 75% undivided interest in the West Bear Property through the West Bear Option Agreement. Upon completion of the acquisition of the 75% undivided interest in the West Bear Property, North Shore will have the right to acquire the remaining 25% of the West Bear Property. See “ Part IV – Information Concerning North Shore – Development of the Business ” for further information regarding North Shore, the Falcon Property and the West Bear Property.

Blake Steele and Alexander Molyneux are Insiders of Clover Leaf by virtue of being directors of Clover Leaf and are also Insiders of North Shore by virtue of having beneficial ownership of, or control or direction over, directly or indirectly, more than 10% of the voting rights attached to all of North Shore’s outstanding voting securities. Each of Blake Steele and Alexander Molyneux have beneficial ownership of, or control or direction over, directly or indirectly, 2,600,000 North Shore Shares and are, therefore, North Shore Shareholders and are parties to the Share Exchange Agreement.

The Share Exchange Agreement

The Parties have entered into the Share Exchange Agreement made as of December 19, 2022, as amended on March 31, 2023, pursuant to which Clover Leaf proposes to acquire all of the issued and outstanding North Shore Shares in exchange for the issuance of an equal number of Clover Leaf Shares to the North Shore Shareholders on the Closing. It is a condition to the completion of the Transaction that North Shore shall complete the Concurrent Offering prior to the Closing Date. 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 Share pursuant to the terms of the Share Exchange Agreement.

The Transaction will be effected in accordance with the Share Exchange Agreement. The Share Exchange Agreement contains certain representations and warranties made by Clover Leaf and North Shore in respect of the assets, mineral properties, liabilities, capital, financial position and operations of Clover Leaf and North Shore, respectively (and as

applicable), and by the North Shore Shareholders in respect of their North Shore Shares. In addition, Clover Leaf and North Shore have each provided covenants which govern the conduct of their respective operations and affairs prior to the completion of the Transaction, and the North Shore Shareholders have provided covenants regarding their conduct with respect to their North Shore Shares prior to the completion of the Transaction. The Share Exchange Agreement contains a number of conditions precedent to the obligations of Clover Leaf and North Shore thereunder. Unless all of such conditions are satisfied or waived by the Party or Parties for whose benefit such conditions exist, to the extent they may be capable of waiver, the Transaction will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all.

Covenants

The Parties have each given to the other usual and customary covenants in respect of the Transaction, including, among other things, to use its commercially reasonable efforts to not take any action, or refrain from taking any action or permit any action to be taken or not taken that is inconsistent with the provisions of the Share Exchange Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated by the Share Exchange Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by it in the Share Exchange Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on such Party. Clover Leaf and North Shore have also covenanted and agreed with each other to, among other things, (i) use commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by the Share Exchange Agreement, (ii) obtain all other consents, approvals and authorizations as are required to be obtained by it under any applicable laws and the policies and rules of the Exchange, (iii) prior to completion of the Transaction, Clover Leaf shall complete the Name Change and change its trading symbol to such symbol as is approved by North Shore and is acceptable to the Exchange, and (iv) effective at the Closing, the Clover Leaf Board and management shall be restructured, through resignations and appointments, such that the Clover Leaf Board shall consist of five (5) directors, and the officers of Clover Leaf shall include Brooke Clements as the President, CEO and Vice President of Exploration, Dan O’Brien as the CFO, and Ben Meyer as the Corporate Secretary. The Parties have agreed to bear their own costs incurred in connection with the Transaction.

Conditions to the Transaction

The respective obligations of Clover Leaf and North Shore to complete the transactions contemplated by the Share Exchange Agreement are subject to a number of conditions which must be satisfied or waived in order for the Transaction to be completed. There is no assurance that these conditions will be satisfied or waived on a timely basis or at all. The following significant conditions, among others, are contained in the Share Exchange Agreement:

(a) the Exchange shall have accepted notice for filing of and approved all transactions of Clover Leaf contemplated in the Share Exchange Agreement; and
(b) following the Closing, Clover Leaf shall satisfy the minimum Listing requirements of the Exchange for a Tier 2 Mining Issuer and the Exchange shall have conditionally approved the Listing on the Exchange of the Resulting Issuer Shares, including the Resulting Issuer Shares to be issued pursuant to the Transaction, on terms and conditions acceptable to each of Clover Leaf and North Shore, acting reasonably.

The obligation of Clover Leaf to complete the transactions contemplated by the Share Exchange Agreement is subject to the fulfillment or waiver of certain additional conditions, as set forth in the Share Exchange Agreement, at or before the Closing Date, including, but not limited to:

(a) North Shore shall have filed with the Exchange a Form 2A – Personal Information/Consent Form or Form 2C1 – Declaration , as applicable, duly completed by each individual who is currently a director and/or officer of North Shore and who is also a proposed director and/or officer of Clover Leaf; and

(b) North Shore shall have complied in all material respects with its covenants in the Share Exchange Agreement and North Shore shall have provided to Clover Leaf a certificate of an officer thereof certifying that, as of the Closing Date, North Shore has so complied with its covenants in the Share Exchange Agreement.

The obligation of North Shore to complete the transactions contemplated by the Share Exchange Agreement is subject to the fulfillment or waiver of certain additional conditions, as set forth in the Share Exchange Agreement, at or before the Closing Date, including, but not limited to:

(a) the Clover Leaf Board shall have procured duly executed resignations and releases in favour of Clover Leaf effective as at the Closing Date from each director and officer of Clover Leaf who will no longer be serving in such capacity following completion of the Transaction, in a form acceptable to North Shore;
(b) Clover Leaf shall have completed the Name Change; and
(c) Clover Leaf shall have complied in all material respects with its covenants in the Share Exchange Agreement and Clover Leaf shall have provided to North Shore a certificate of an officer thereof certifying that, as of the Closing Date, Clover Leaf has so complied with its covenants in the Share Exchange Agreement.

Representations and Warranties

The Share Exchange Agreement contains standard representations and warranties made by each of the Parties. The assertions made in those representations and warranties are solely for the purposes of the Share Exchange Agreement. The Share Exchange Agreement contains representations and warranties of Clover Leaf and North Shore, as applicable, relating to certain matters including, among other things: incorporation; absence of conflict with or violation of constating documents, agreements or applicable laws; authority to execute and deliver the Share Exchange Agreement and perform its respective obligations under the Share Exchange Agreement; due authorization and enforceability of the Share Exchange Agreement; composition of share capital and options or other rights for the purchase of securities; absence of any outstanding waivers or consents required to complete the Transaction; absence of certain changes; financial condition, records and accounts; North Shore’s assets, including mineral properties, and conduct of operations; absence of litigation, judgment or order; employment matters; and others matters related to the Transaction.

The representations and warranties of the Parties in the Share Exchange Agreement will survive the Closing and a Party may make a claim for a breach thereof for a period of one year following the Closing, subject to the provisions of the Share Exchange Agreement.

Termination of the Share Exchange Agreement

The Share Exchange Agreement may be terminated by mutual agreement of Clover Leaf and North Shore or by any Party if the Transaction is not completed by the Outside Date. The Share Exchange Agreement may also be terminated:

(a) by North Shore if: (i) any condition contained in the Share Exchange Agreement in its favour is not satisfied by the Clover Leaf or waived by North Shore or (ii) there is an intentional breach of the covenants of Clover Leaf contained in the Share Exchange Agreement by Clover Leaf or any of its directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Closing Date; or
(b) by Clover Leaf if: (i) any condition contained in the Share Exchange Agreement in its favour is not satisfied by North Shore or waived by Clover Leaf or (ii) there is an intentional breach of the covenants of North Shore contained in the Share Exchange Agreement by North Shore or any of its directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Closing Date.

Standstill Period

Pursuant to the Share Exchange Agreement, each of North Shore, the North Shore Shareholders and Clover Leaf have agreed to not, without the prior written consent of the other Parties, directly or indirectly, from the date of the Share Exchange Agreement until the termination thereof in accordance with its terms: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate any inquiries, offers or proposals, whether publicly or otherwise, regarding an Alternative Transaction (as defined in the Share Exchange Agreement); (ii) participate in any discussions or negotiations regarding, or provide information concerning it or otherwise cooperate in any way with an Alternative Transaction; or (iii) pursue any other significant corporate acquisition or disposition, merger or sale of assets, issuance of securities or make any other material change to either Party’s business or affairs including, without limitation, making any distribution to its equity or debt holders, if any. Notwithstanding the foregoing, nothing in the Share Exchange Agreement shall restrict the Parties from taking such actions as may be required in order to discharge their obligations pursuant to applicable corporate laws.

Directors and Officers of the Resulting Issuer

Concurrently with the completion of the Transaction, the Clover Leaf Board and management will be restructured, through resignations and appointments, such that the Clover Leaf Board shall consist of five (5) directors. The 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 O’Brien (CFO) and Ben Meyer (Corporate Secretary). See “ Part V – Information Concerning the Resulting Issuer – Directors, Officers and Promoters ”.

The Concurrent Offering

It is a condition to the completion of the Transaction that North Shore shall complete the Concurrent Offering prior to the Closing Date. 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. In connection with the Concurrent Offering, North Shore anticipates paying certain finders aggregate cash commissions of up to $300,000, representing up to 6% of the proceeds of the Concurrent Offering expected to be raised from Subscription Receipt Subscribers introduced to North Shore by such finders.

The Subscription Receipts will be governed by the terms of the Subscription Receipt Agreement. The Subscription Receipt Agreement is expected to provide that, upon the satisfaction or waiver of the Escrow Release Conditions and the delivery of the Escrow Release Notice to the Subscription Receipt Agent on or before June 30, 2023 (together, the “ Escrow Release Event ”), each Subscription Receipt will be automatically converted and exchanged, without any further action on the part of the holder thereof and for no additional consideration, immediately prior to the completion of the Transaction for one (1) North Shore Share. Each such North Shore Share shall subsequently be exchanged for one (1) Resulting Issuer Share on the closing of the Transaction in accordance with the terms of the Share Exchange Agreement.

It is anticipated that the gross proceeds of the Concurrent Offering less the cash commissions of up to $300,000, which is expected to be paid to the finders associated with the Concurrent Offering, will be deposited in escrow (such funds collectively with any interest earned thereon, the “ Escrowed Funds ”) with the Subscription Receipt Agent. The Escrowed Funds will be released from escrow to North Shore immediately prior to the closing of the Transaction upon the satisfaction or waiver of the following conditions (the “ Escrow Release Conditions ”):

(a) the completion or satisfaction or waiver of all conditions precedent to the Transaction, other than the release of the Escrowed Funds and any conditions which will be satisfied concurrently with the Closing; and
(b) North Shore having delivered a notice to the Subscription Receipt Agent confirming that the condition set forth in (a) above has been satisfied or waived.

The Escrowed Funds shall be released to North Shore upon the occurrence of the Escrow Release Event. In the event that the Escrow Release Event does not occur by June 30, 2023 or, if prior to such time, North Shore advises the Subscription Receipt Agent that it does not intend to, or that it cannot, satisfy the Escrow Release Conditions, then the issued and outstanding Subscription Receipts shall be cancelled and terminated and the Escrowed Funds shall be used to pay the Subscription Receipt Subscribers an amount equal to the issue price per Subscription Receipt held (plus pro rata interest earned thereon, if any, but net of any applicable withholding tax) following the termination date. To the extent that the Escrowed Funds are not sufficient to satisfy the aggregate issue price paid for the then issued and outstanding Subscription Receipts (plus pro rata interest earned thereon, if any, but net of any applicable withholding tax), North Shore will be obligated to contribute such amounts as are necessary to satisfy any shortfall.

Finder’s Fees

Other than in connection with the Concurrent Offering, no finder’s fee or commission was paid or is payable in relation to the Transaction.

Approvals Necessary for the Transaction

Shareholder Approval

No approval of the Transaction by the Clover Leaf Shareholders is required.

Exchange Approval

The Exchange conditionally approved the Listing of the Resulting Issuer Shares, including those to be issued pursuant to the Share Exchange Agreement to the North Shore Shareholders, subject to the Resulting Issuer fulfilling all of the requirements of the Exchange. See “ Part I - Summary of the Filing Statement – Conditional Listing Approval ”.

PART III – INFORMATION CONCERNING CLOVER LEAF

The following information is presented prior to giving effect to the Transaction as at the date hereof or as otherwise specified herein. See “ Part V – Information Concerning the Resulting Issuer ” for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

Clover Leaf was incorporated pursuant to the BCBCA on March 2, 2021 under the name “Clover Leaf Capital Corp.” Clover Leaf’s registered and head office address is Unit 1 – 15782 Marine Drive, White Rock, British Columbia, V4B 1E6.

Intercorporate Relationships

Clover Leaf does not have any Subsidiaries.

General Development of the Business

History of Clover Leaf

Clover Leaf is a CPC. Since its incorporation it has not carried on any business or operations other than identifying and evaluating business opportunities for the purposes of completing a Qualifying Transaction, and once identified and evaluated, negotiating an acquisition or participation, subject to acceptance by the TSXV, to complete a Qualifying Transaction in accordance with the policies of the TSXV.

On March 10, 2021, Clover Leaf completed a non-brokered private placement through the issuance of 7,200,000 Clover Leaf Shares at an issue price of $0.05 per share for gross proceeds of $360,000.

On July 14, 2021, Clover Leaf adopted the Clover Leaf Option Plan and granted Clover Leaf Options to the Clover Leaf Optionees to acquire an aggregate of 720,000 Clover Leaf Shares at an exercise price of $0.10 per share any time prior to July 15, 2031.

On December 29, 2021 a receipt for the final prospectus was issued and Clover Leaf became a reporting issuer in the provinces of British Columbia and Alberta.

On March 22, 2022, Clover Leaf successfully completed the IPO of 4,650,000 Clover Leaf Shares at an issue price of $0.10 per share resulting in gross proceeds of $465,000. Haywood Securities acted as the agent for the IPO pursuant to the Agency Agreement. Pursuant to the Agency Agreement, Haywood Securities received a cash commission of $46,500, a corporate finance fee of $12,500 and 465,000 Clover Leaf 2022 Broker Warrants.

On March 24, 2022, the Clover Leaf Shares were listed for trading on the Exchange under the stock symbol “CLVR.P”.

On May 26, 2022, members of the Clover Leaf Board were granted 465,000 Clover Leaf Options at an exercise price of $0.10 per share which can be exercised until May 26, 2027, pursuant to the Clover Leaf Option Plan.

On September 26, 2022, Clover Leaf entered into the Letter of Intent with North Shore, in respect of the Transaction.

On December 19, 2022, Clover Leaf entered into the Share Exchange Agreement with North Shore and the North Shore Shareholders in respect of the Transaction, which replaced and superseded the Letter of Intent.

On April 6, 2023, Clover Leaf entered into a secured credit facility agreement with North Shore (the “ Credit Facility Agreement ”) to provide interim funding for North Shore to complete certain property acquisition payments pursuant to the West Bear Option Agreement (see “ Part IV – Information Concerning North Shore – The West Bear Option Agreement ”) and pursuant to the Falcon Option Agreement (see “ Part IV – Information Concerning North Shore – The Falcon Option Agreement ”) and to meet other working capital needs prior to the completion of the Transaction. The maximum principal amount under the credit facility is $250,000, but advances will only be made on an as-needed basis at the discretion of Clover Leaf. The credit facility is secured and accrues interest at a rate of 7% per annum and is repayable on June 30, 2023 if the Transaction has not closed by that date. Clover Leaf has advanced North Shore $155,000 under the credit facility as at the date of this Filing Statement. See “ Part IV – Information Concerning North Shore – Development of the Business - History ”.

Description of the Qualifying Transaction

See “ Part II – Information Concerning the Transaction ”.

The Concurrent Offering

See “ Part II – Information Concerning the Transaction – The Concurrent Offering ”.

Management’s Discussion & Analysis

The Clover Leaf MD&A is attached hereto as Appendix “B” and should be read in conjunction with the Clover Leaf Financial Statements, which are attached hereto as Appendix “A”.

Description of the Securities

Common Shares

The authorized capital of Clover Leaf consists of an unlimited number of Clover Leaf Shares, of which 11,850,000 Clover Leaf Shares are currently outstanding. The Clover Leaf Shares are without par value and entitle the Clover Leaf Shareholders thereof to receive notice of, attend and vote at all meetings of the Clover Leaf Shareholders. Each Clover Leaf Share carries one vote at such meetings. Clover Leaf Shareholders are entitled to dividends as and when declared by the Clover Leaf Board. In the event of the voluntary or involuntary liquidation, dissolution or windingup of Clover Leaf, after payment of all outstanding debts, the remaining assets of Clover Leaf available for distribution will be distributed to the Clover Leaf Shareholders.

Warrants

An aggregate of 465,000 Clover Leaf 2022 Broker Warrants are currently outstanding.

Options

An aggregate of 1,185,000 Clover Leaf Options are currently outstanding.

Stock Option Plan

The Clover Leaf Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant Clover Leaf Options to the Clover Leaf Optionees pursuant to the Clover Leaf Option Plan, provided that the number of Clover Leaf Shares reserved for issuance will not exceed 10% of the issued and outstanding Clover Leaf Shares as at the applicable date of grant. The exercise price of a Clover Leaf Option will be set by the Clover Leaf Board at the time such option is allocated, and each Clover Leaf Option shall be exercisable for a period of up to 10 years from the date of grant. The maximum number of Clover Leaf Shares issuable to any individual officer or director must not exceed 5% of the issued and outstanding Clover Leaf Shares as at the date of grant. The maximum number of Clover Leaf Shares issuable at any given time to the technical consultants may not exceed 2% of the issued and outstanding Clover Leaf Shares as at the date of grant.

The exercise price per Clover Leaf Share under Clover Leaf Option Plan granted by Clover Leaf while it is a CPC may not be less than the greater of $0.10 and the Discounted Market Price (as defined under the Exchange policies). Any Clover Leaf Share acquired pursuant to the exercise of the Clover Leaf Option prior to the Closing of the Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Final QT Exchange Bulletin is issued. In addition, all Clover Leaf Shares issued on or after the Final QT Exchange Bulletin pursuant to the exercise of the Clover Leaf Option granted prior to the initial public offering with an exercise price that is less than $0.10 per Clover Leaf Share are also subject to escrow under the Amended CPC Escrow Agreement. The term of a Clover Leaf Option must expire no later than 12 months after the Clover Leaf Optionee ceases to be a director, officer, or technical consultant of Clover Leaf or of the Resulting Issuer.

See “ Part V – Information Concerning the Resulting Issuer – Security Based Compensation ” for a description of the Resulting Issuer Option Plan.

Prior Sales

During the 12-month period prior to the date of this Filing Statement, Clover Leaf has issued the following securities:

Date of Issuance	Number and Type of Securities	Issue Price or Exercise per Security
May 26, 2022(1)	465,000 Clover Leaf Options	Exercise price of $0.10
March 22, 2022(2)	4,650,000 Clover Leaf Shares	Issue price of $0.10
March 22, 2022	465,000 Clover Leaf 2022 Broker Warrants	Exercise price of $0.10

(1) Granted to directors and officers of Clover Leaf.

(2) Directors and officers of Clover Leaf subscribed for 3,100,000 of the Clover Leaf Shares issued on this date.

Trading Price and Volume

The Clover Leaf Shares are listed on the Exchange under the trading symbol “CLVR.P”. The closing price of the Clover Leaf Shares on September 26, 2022, being the trading day prior to the day that the Clover Leaf Shares were halted from trading on the Exchange, was $0.090.

The following table sets forth the trading information for the Clover Leaf Shares for the periods as reported by the Exchange.

Period	High	Low	Volume
May 1, 2023 to May 2, 2023	Nil	Nil	Nil
April 2023(1)	Nil	Nil	Nil
March 2023(1)	Nil	Nil	Nil
February 2023(1)	Nil	Nil	Nil
January 2023(1)	Nil	Nil	Nil
December 2022(1)	Nil	Nil	Nil
November 2022(1)	Nil	Nil	Nil
October 2022(1)	Nil	Nil	Nil

Period	High	Low	Volume
September 2022(1)	0.090	0.090	Nil
August 2022	0.090	0.090	30
July 2022	0.090	0.090	50
June 2022	0.095	0.090	69,180
May 2022	$0.115	$0.090	33,127
April 2022	$0.140	$0.085	23,422
March 2022(2)	$0.100	$0.100	400

(1) Halted on September 27, 2022 in accordance with the policies of the Exchange.

(2) The Clover Leaf Shares were listed for trading on the Exchange as of March 24, 2022.

Non-Arm’s Length Transactions/Arm’s Length Transactions

Non-Arm’s Length Transactions

Clover Leaf has paid or accrued professional fees to Maxis Law Corporation, a law firm controlled by Morgan Hay, who is a director of Clover Leaf.

Blake Steele and Alexander Molyneux are directors of Clover Leaf and are also North Shore Shareholders and are parties to the Share Exchange Agreement. See “ Part II – Information Concerning the Transaction ”.

Arm’s Length Transactions

The Transaction is not a Non-Arm’s Length Qualifying Transaction within the meaning of the policies of the Exchange.

Legal Proceedings

To Clover Leaf’s knowledge, Clover Leaf is neither a party to, nor is any of its property the subject matter of, any legal proceedings, nor are any such proceedings known to Clover Leaf to be contemplated by any party since the beginning of the fiscal year ended December 31, 2022, being the most recently completed financial year for which Clover Leaf Financial Statements are being included in this Filing Statement.

There have been no penalties or sanctions imposed against Clover Leaf by a court relating to provincial and territorial securities legislation or by a securities regulatory authority within the three years immediately preceding the date of this Filing Statement and there have been no other penalties or sanctions imposed against Clover Leaf that would be necessary to be disclosed for this Filing Statement to contain full, true and plain disclosure of all material facts relating to Clover Leaf. Clover Leaf has not entered into any settlement agreements with a court relating to provincial and territorial securities legislation or with a securities regulatory authority within the three years immediately preceding the date of this Filing Statement.

Auditor, Transfer Agents and Registrars

Auditor

The auditor of Clover Leaf is Davidson & Company LLP, Chartered Professional Accountants, located at 1200 – 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., V7Y 1G6.

Transfer Agent and Registrar

The transfer agent and registrar of Clover Leaf is Odyssey Trust, located at 409 Granville Street, Suite 323, Vancouver, BC, V6C 1E1.

Material Contracts

Clover Leaf has not entered into any material contracts, outside of the ordinary course of business, prior to the date hereof, other than:

(a) the transfer agent and registrar agreement dated as of July 16, 2021 between Clover Leaf and Odyssey Trust;
(b) the Amended CPC Escrow Agreement dated as of March 22, 2022 among Clover Leaf, Odyssey Trust, as escrow agent, and those Clover Leaf Shareholders that executed such escrow agreement. See “ Part V – Information Concerning the Resulting Issuer – Escrow Securities ”;
(c) the Agency Agreement dated as of December 24, 2021 between Clover Leaf and Haywood Securities. See “ General Development of the Business – History of Clover Leaf ”;
(d) the Share Exchange Agreement. See “Part II – Information Concerning the Transaction – the Share Exchange Agreement” ; and
(e) the Credit Facility Agreement. See “ General Development of the Business – History of Clover Leaf

Copies of these agreements are for inspection under Clover Leaf’s SEDAR profile at www.sedar.com.

PART IV – INFORMATION CONCERNING NORTH SHORE

The following information is reflective of the current business, financial and share capital position of North Shore. See also the North Shore Financial Statements and the North Shore MD&A attached hereto at Appendix “C” and “D”, respectively. See “ Part V – Information Concerning the Resulting Issuer ” for pro forma business, financial and share capital information relating to the Resulting Issuer following the Transactions.

Corporate Structure

Name and Incorporation

North Shore was incorporated pursuant to the BCBCA on November 23, 2021 under name “1334493 B.C. Ltd.” On April 8, 2022, North Shore changed its name to “North Shore Energy Metals Ltd.” and on May 4, 2022, North Shore became extraprovincially registered in Saskatchewan. North Shore’s registered office and its principal place of business is located at Suite 1700 – 666 Burrard Street, Vancouver, B.C., V6C 2X8.

Intercorporate Relationships

North Shore does not have any Subsidiaries.

Development of the Business

General

North Shore is a private company existing under the laws of the Province of British Columbia and is extra-provincially registered in the Province of Saskatchewan. North Shore is a uranium exploration and development company engaged in the acquisition, exploration and development of uranium properties located at the eastern edge of the Athabasca Basin. North Shore’s principal asset is its interest in the Falcon Property through the Falcon Option Agreement which is an option to acquire a 100% undivided interest in the Falcon Property. North Shore completed the conditions to the exercise of the option under the Falcon Option Agreement on April 13, 2023. See “ The Falcon Option Agreement and the West Bear Option Agreement – The Falcon Option Agreement ” below. The transfer of the Falcon Property to North Shore is pending. North Shore also has an option to acquire a 75% undivided interest in the West Bear Property through the West Bear Option Agreement. Upon completion of the acquisition of the 75% undivided interest in the West Bear Property, North Shore will have the right to acquire the remaining 25% of the West Bear Property. See “ The Falcon Option Agreement and the West Bear Option Agreement – The West Bear Option Agreement ” and “ The West Bear Property ” below.

Specialized Skill and Knowledge

Most aspects of North Shore’s business require specialized skill and knowledge. Such skills and knowledge include the areas of geology, exploration and development. Brooke Clements, the President of North Shore, is a geologist with over 35 years of experience and has extensive knowledge in mining, geology, exploration and development. See “ Part V – Information Concerning the Resulting Issuer – Directors, Officers and Promoters ”.

Competitive Conditions

North Shore competes with major mining companies and other smaller natural resource companies in the acquisition, exploration, financing and development of new properties and projects in the Athabasca Basin. Some of these companies are more experienced, larger and have greater financial resources for, among other things, financing and the recruitment and retention of qualified personnel. See “ Part VI – Risk Factors ”.

Environmental Protection

North Shore’s exploration operations are subject to environmental regulation prior to commencement. In Saskatchewan, such regulations are administered by Saskatchewan Environment, the federal Department of Fisheries and Oceans and, in the case of permitting the construction of temporary docks or bridges on navigable waterways, the federal offices of Transport Canada. However, the exploration permitting process is reasonably routine and permission for temporary work camps, surface exploration and water-use permits is usually granted within a reasonable time period and at nominal cost. Permits are seasonal in nature and are sought by project operators, as required.

History

North Shore was incorporated on November 23, 2021.

On April 14, 2022, North Shore entered into the Falcon Option Agreement with Fowler and Big Boss. See “ The Falcon Option Agreement ” and “ The Falcon Property ” below.

On April 18, 2022, North Shore entered into the West Bear Option Agreement with Gem Oil. See “ The West Bear Option Agreement ” and “ The West Bear Property ” below.

On September 16, 2022, North Shore completed a private placement through the issuance of 10,250,000 North Shore Shares to certain founders of North Shore at an issue price of $0.02 per share for gross proceeds of $205,000. See “ Prior Sales ” below. North Shore also issued 500,000 North Shore Shares on September 16, 2022 to Brooke Clements, the President of North Shore, at a price of $0.02 per share to settle $10,000 debt owed to Brooke Clements. See “ Prior Sales ” and “ Non-Arm’s Length Transactions” below.

On September 26, 2022, North Shore entered into the Letter of Intent with Clover Leaf, in respect of the Transaction.

On October 14, 2022, North Shore issued 5,775,000 North Shore Shares pursuant to a private placement offering at a purchase price of $0.10 per share for gross proceeds of $577,500. See “ Prior Sales ” below.

On November 28, 2022, North Shore issued 200,000 North Shore Shares at an issue price of $0.10 for gross proceeds of $20,000. See “ Prior Sales ” below.

On December 19, 2022, North Shore entered into the Share Exchange Agreement with Clover Leaf and the North Shore Shareholders in respect of the Transaction, which replaced and superseded the Letter of Intent. See “ Part II – Information Concerning the Transaction – The Share Exchange Agreement ”.

On April 6, 2023, North Shore entered into a secured loan facility agreement with Clover Leaf to provide interim funding for North Shore to complete certain property acquisition payments pursuant to the West Bear Option Agreement (see “ Part IV – Information Concerning North Shore – The West Bear Option Agreement ”) and meet other working capital needs prior to the completion of the Transaction. The maximum principal amount is $250,000, but advances will only be made on an as-needed basis at the discretion of Clover Leaf. The credit facility is at an interest rate of 7% per annum and payable no later than June 30, 2023. Clover Leaf has advanced North Shore $155,000 under the credit facility as at the date of this Filing Statement. See “ Part III – Information Concerning Clover Leaf – General Development of the Business – History of Clover Leaf ” for additional terms of the credit facility.

North Shore completed the conditions to the exercise of the option under the Falcon Option Agreement on April 13, 2023. The transfer of the Falcon Property to North Shore is pending.

The Falcon Option Agreement and the West Bear Option Agreement

The Falcon Option Agreement

On April 14, 2022, North Shore entered into the Falcon Option Agreement with Fowler and Big Boss (collectively, the “ Vendors ”), whereby the Vendors granted North Shore an exclusive and irrevocable right and option to acquire a

100% undivided interest in the Falcon Property. In addition to the $75,000 cash paid by North Shore to the Vendors upon the signing of the Falcon Option Agreement, in order to exercise the option, North Shore was required to pay the Vendors $25,000 in cash payments or allot and issue North Shore Shares valued at $25,000 to the Vendors, at a price per North Shore Share based on the current valuation at the time of the issuance, on or before April 14, 2023 (which amount was paid in cash on April 13, 2023). Upon the fulfilment of the aforementioned conditions, North Shore will be granted a 100% undivided interest in the Falcon Property, and the Vendors will be granted the 2% Falcon Royalty, of which 1% can be purchased by North Shore for $1,000,000 at any time. If the Vendors are granted the Falcon Royalty under the Falcon Option Agreement, the Vendors will receive the Falcon Royalty on a quarterly basis within forty-five days after the end of each fiscal quarter, for the actual proceeds received in such fiscal quarter. The Falcon Royalty is solely based on production developed on the Falcon Property. North Shore completed the conditions to the exercise of the option under the Falcon Option Agreement on April 13, 2023. The transfer of the Falcon Property to North Shore is pending.

The West Bear Option Agreement

On April 18, 2022, North Shore entered into the West Bear Option Agreement with Gem Oil, as amended on April 26, 2023, whereby Gem Oil has granted North Shore an exclusive and irrevocable right and option to earn an initial 75% undivided interest in the West Bear Property (the “ First Option ”). In addition to the $75,000 cash paid by North Shore to Gem Oil upon the signing of the West Bear Option Agreement, in order to exercise the First Option, North Shore must make cash payments to Gem Oil totaling $150,000 through the payment of $50,000 on or before each of April 11, 2023 (the “ First Anniversary ”) (which amount was paid on April 10, 2023), April 11, 2024 (the “ Second Anniversary ”), and April 11, 2025 (the “ Third Anniversary ”). Further, North Shore must either pay an additional $75,000 in cash or allot and issue North Shore Shares valued at $75,000 to Gem Oil, at a price per North Shore Share based on the current valuation at the time of the issuance (provided that such price shall not be less than $0.05 per North Shore Share). The $75,000 cash payment or the North Shore Shares valued at $75,000 are to be paid in installments of either $25,000 cash or North Shore Shares valued at $25,000 on or before each of the First Anniversary (which amount was paid in cash on April 10, 2023), the Second Anniversary, and the Third Anniversary. North Shore must also incur an aggregate of $270,654.40 in exploration expenditures on the West Bear Property, of which $135,327.20 must be incurred on or before April 15, 2023 (which amount was incurred), with the remainder of $135,327.20 to be incurred in the amount of $67,663.60 on or before each of the Second Anniversary and the Third Anniversary. Upon the fulfilment of the aforementioned conditions, North Shore will be granted a 75% undivided interest in the West Bear Property, and Gem Oil will be granted the 2% West Bear Royalty, of which 1% can be purchased by North Shore for $1,000,000 at any time. The West Bear Royalty is solely based on production developed on the West Bear Property and is to be paid on a quarterly basis within forty-five days after the end of each fiscal quarter, for the actual proceeds received in such fiscal quarter.

On exercise of the First Option, North Shore shall have the exclusive and irrevocable right and option (the “ Additional Purchase Right ”) to elect, at its sole discretion, within 90 days after the date of exercise of the First Option (the “ First Option Exercise Date ”), to acquire from Gem Oil an additional 25% undivided interest in and to the West Bear Property, for a total 100% undivided interest in and to the West Bear Property. In order to exercise the Additional Purchase Right, North Shore must pay to Gem Oil $200,000 and allot and issue to Gem Oil North Shore Shares with a market value of $200,000, in each case within 90 days after the First Option Exercise Date.

If North Shore decides to only retain a 75% undivided interest in the West Bear Property or fails to earn an additional 25% undivided interest in the Wear Bear Property, Gem Oil and North Shore will then enter into the Joint Venture Agreement. The Joint Venture Agreement must include terms that are acceptable to both Gem Oil and North Shore, including the following: (i) North Shore shall be the operator of the joint venture (the “ Joint Venture ”); (ii) North Shore and Gem Oil are required to fund all Joint Venture costs and expenditures in respect of their participating interest in the Joint Venture; (iii) the operator of the Joint Venture will earn a 10% management fee of the Joint Venture exploration expenditure and 5% of the Joint Venture development expenses; (iv) a management committee shall be formed, consisting of representatives from each Joint Venture party who will have voting rights to approve work programs and budgets; (v) if either party of the Joint Venture does not contribute its proportionate share to an approved program and budget, such parties’ participating interest shall be subject to straight-line dilution. If either Gem Oil or North Shore’s participating interest is diluted to below a 10% undivided interest, the effected party will be required to relinquish its participating interest to the other party in return for a 1% royalty having the same terms as the West Bear Royalty, one half of one percent of which may be purchased by the other party for $1,000,000 at any time; and (vi) if

a decision is made by the Joint Venture to place the West Bear Property into production, North Shore must arrange project financing for the Joint Venture which the repayment will be made out in cash flows from the West Bear Property in priority to distributions to the Joint Venture participants.

The Falcon Property

The following information regarding the Falcon Property is based on the Falcon Property Technical Report titled “ Technical Report for the Falcon Project, Saskatchewan, Canada ” with an effective date of January 13, 2023 and prepared by Troy Marfleet, P.Geo. and Kimberley Halpin, M.Sc., G.I.T. of Axiom. Unless otherwise stated, the information in this section is as of the date of the Falcon Property Technical Report. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein and include references to other sources that are referred to in the Falcon Property Technical Report. Reference should be made to the full text of the Falcon Property Technical Report, which is available for review under Clover Leaf’s profile on SEDAR at www.sedar.com.

Current Technical Report

A technical report in respect of the Falcon Property titled “ Technical Report for the Falcon Project, Saskatchewan, Canada ” with an effective date of January 13, 2023 and prepared by Troy Marfleet, P.Geo., and Kimberley Halpin, M.Sc., G.I.T., of Axiom is filed under Clover Leaf’s profile on SEDAR at www.sedar.com.

Project Description, Location and Access

Location and Means of Access

The Falcon Property consists of a contiguous claim block comprising four Saskatchewan Mineral Dispositions (see Table 1 below). At the effective time of the Falcon Property Technical Report, the claims are 100% owned by North Shore.

The Falcon Property is located within NAD83 UTM Zone 13N on NTS 74H/02 and 74H/03, approximately 220 km north of La Ronge, Saskatchewan (see Figure 1 below). The center of the Falcon Property lies at approximately latitude 57[o] 12’ N and longitude 105[o] 10’ W.

Access to the Falcon Property can be obtained year-round by fixed wing aircraft or helicopter. Aircraft can be chartered from Missinipe, Saskatchewan, which lies approximately 170 km south of the Falcon Property or from Points North Landing, Saskatchewan, which is located approximately 145 km north-northeast of the Falcon Property.

==> picture [249 x 337] intentionally omitted <==

Figure 1: Location of the Falcon Property.

General location of the claims is shown by the red star (NRC, 2001).

Table 1: Disposition Information

Disposition Number	Owner	Effective Date	Good to Date	Status	Area (Ha)
MC00015506	North Shore 100%	2021-10-04	2024-01-02	Active	2,666.23
MC00015508	North Shore 100%	2021-10-04	2024-01-02	Active	2,924.01
MC00015528	North Shore 100%	2021-10-04	2024-01-02	Active	3,014.70
MC00015529	North Shore 100%	2021-10-04	2024-01-02	Active	4,186.47

Nature and Extent of Title or Interest in the Falcon Property

Crown Mineral Rights

In Canada, natural mineral resources fall under provincial jurisdiction. All mineral resource rights in the Province of Saskatchewan are governed by The Crown Minerals Act (C-50.2) and The Mineral Tenure Registry Regulations, 2012 (C-50.2 Reg 27) that are administered by the Saskatchewan Ministry of Energy and Resources. Mineral rights are owned by the Crown and are distinct from surface rights.

Crown Reserves

Crown reserves in Saskatchewan are defined as areas in which Crown minerals are not available for dispositions, including oil and gas leases, potash leases or mineral claims.

Typically, Crown reserves are established to prevent conflicts in resource development and to minimize possible interference between mineral disposition activity and future land use.

Mineral Claims (Dispositions)

To maintain mineral claims in good standing in the Province of Saskatchewan, the claim holder must undertake prescribed minimum exploration work on an annual basis. The current requirements state that $15/ha per year for claims that have existed for 10 years or less and $25/ha per year for claims that have existed more than 10 years.

All dispositions pertaining to the Falcon Property Technical Report were recorded in 2021 and are therefore subject to the minimum work requirement of $15/ha per year.

Mineral Leases

Mineral claims in good standing may be converted to mineral lease(s) upon application. Mineral leases allow for mineral extraction, are subject to 10-year terms, and they are renewable.

Surface Leases

Surface leases are required for any facilities constructed in support of mineral extraction and have 33-year maximum terms and which are also renewable.

Falcon Property Claims

The Falcon Property consists of a total of four Saskatchewan Mineral Dispositions. The claims cover an area of 12,791.41 ha, which, as at the effective date of the Falcon Property Technical Report, are owned 100% by North Shore and are currently in good standing. North Shore does not have surface rights associated with the mineral claims that comprise the Falcon Property.

Permit Requirements

To conduct exploration activities on Crown land in Saskatchewan permits will be required before work can begin. The permits required will depend on the specific activities included in the proposed exploration program. The drill program proposed on the Falcon Property will require a surface disturbance permit from the Saskatchewan Ministry of Environment, including, but not limited to, an Aquatic Habitat Protection permit, a Work Authorization permit, a Temporary Work Camp permit, and a Temporary Water Rights License for Industrial Water Use.

To the knowledge of Troy Marfleet, P.Geo. of Axiom, an author of the Falcon Property Technical Report, there are no active permits for the Falcon Property.

Agreements and Encumbrances

Agreements and Royalties

On December 19, 2022, North Shore, Clover Leaf and the North Shore Shareholders entered into the Share Exchange Agreement. Under the Share Exchange Agreement, Clover Leaf will acquire 100% of the outstanding North Shore Shares from the North Shore Shareholders in exchange for the issuance of one Clover Leaf Share for each North Shore Share, which will result in the reverse takeover of Clover Leaf by North Shore. See “ Part II – Information Concerning the Transaction – The Share Exchange Agreement ”.

The Falcon Property is subject to the Falcon Option Agreement, dated April 14[th] , 2022, between Fowler, Big Boss and North Shore. North Shore has an option to acquire 100% of the Falcon Property claims for $75,000 in cash which has been paid, and at North Shore’s election, the payment of $25,000 in cash or issuance of $25,000 worth of North Shore Shares by April 14, 2023. Included in the Falcon Option Agreement is the Falcon Royalty between North Shore and Big Boss and Fowler which states that upon the commencement of production North Shore must pay a 2% NSR as per the Falcon Option Agreement. North Shore has the right to acquire one-half the Falcon Royalty, equal to 1% of NSR, at any time by paying $1,000,000. There are no other royalties, back-in rights, payments, or other agreements or encumbrances to which the Falcon Property is subject. See “ The Falcon Option Agreement and the West Bear Option Agreement – The Falcon Option Agreement ” above for further details regarding the Falcon Option Agreement.

Significant Factors Affecting Access or Title

Environmental Liabilities

To the knowledge of Troy Marfleet, P. Geo., of Axiom, an author of the Falcon Property Technical Report, there are currently no risks that may affect the access, title or the right or ability to perform work on the Falcon Property. Environmental liabilities that may affect access to the Falcon Property would include, but are not limited to; summer season wildfires, or above-average rainfall limiting season road access in the spring and summer.

History

Previous Work

The Falcon Property area has been explored intermittently since the late 1960’s when the earliest uranium exploration activity began in the Athabasca region. The earliest exploration consisted of multiple generations of airborne geophysical surveys followed by limited ground prospecting. During the period between 1969 and 1982 there were several generations of airborne geophysical surveys, including EM, magnetics and radiometrics, which partially overlap the present extents of the Falcon Property. Follow-up work to these geophysical surveys included prospecting, lake sediment and water sampling, ground radiometrics, track etch and geological mapping and sampling.

Three DDH were drilled on what is now MC00015529 by AGIP as documented in AR 74H02-0025. Additional drilling, also completed by AGIP, appears to lie in the unclaimed region between MC00015528, which is owned by North Shore and S-11094, which is owned by Skyharbour Resources Ltd. There is no work recorded in the SMAD between the early 1980’s and the early 2000’s.

In 2007 Star Uranium Corp. (“ Star ”) completed an airborne EM survey of the property with the goal of acquiring modern data on the property to assist in the exploration for basement-type U mineralization. In 2013 a helicopter borne ZTEM and airborne magnetic geophysical survey was completed over a portion of the project area on behalf of Prescient Mining. Although both these programs recommended additional work be completed, there is no record of any additional exploration on the property after 2013.

The SGS and GSC have both performed several generations of geological mapping in the claim area. The most detailed mapping available for the project area was completed by Ray (1977) of the SGS at a reconnaissance basis at a scale of 1:63,360. The corresponding map published from this project was published at a scale of 1:100,000.

1969: Numac Oil and Gas Ltd.

(SMAD File 74H02-0008)

In 1969 Numac Oil and Gas Ltd. conducted airborne electromagnetic, magnetic and radiometric surveys in the area surrounding Big Sandy Lake, along the Geikie River. The flight lines of this survey were spaced at one-quarter mile intervals and oriented northwesterly. Any identified anomalies were followed up by ground checks and prospecting. All radiometric anomalies identified by this survey were caused by outcrops of radioactive pegmatite. No further work was recommended by the assessment report.

1969 & 1971: Great Plains Development Corporation of Canada Ltd.

Summaries of previous exploration work provided in the assessment reports filed by AGIP in the late 1970’s and early 1980’s state that Great Plains Development Corporation of Canada Limited completed airborne radiometric surveys over much of the region in the late 1960’s and early 1970’s. The radiometric survey identified numerous radiometric anomalies. Prospecting and ground radiometric surveys of the identified anomalies showed that the majority of these anomalies were due to pegmatite hosted U mineralization.

Ground VLF-EM and seismic surveys were performed over select areas of interest. Limited drilling confirmed graphite to be the source of the conductivity but no U mineralization was reported in association with the graphite. The permit was allowed to lapse (SMAD File 74A14-0034).

The authors of the Falcon Property Technical Report, Troy Marfleet, P. Geo. and Kimberley Halpin, M.Sc., G.I.T. of Axiom, were unable to locate the original assessment work filed by Great Plains Development Corporation of Canada Ltd. and have relied upon the summaries provided in later assessment work for the area, such as AR 74A14-0034.

1977: Stampede International Resources Ltd.

(SMAD File 74H03-0009)

In the summer of 1977, an airborne Mk VI Input and magnetometer survey was completed in the claim area north of Highrock River. The airborne geophysical survey was followed by ground prospecting, scintillometer surveys and soil and water sampling. The ground scintillometer prospecting showed several localized areas of anomalous radioactivity that appeared to be related to pegmatitic units. Grab samples from the outcrop in this area, to the north of the current Falcon Property, assayed 0.195% U3O8. A radioactive boulder from the same area assayed 0.160% U3O8.

1978 – 1981: AGIP Canada Ltd. Joint Venture

(SMAD Files: 74A14-0034, 74A14-0035, 74A14-0036, 74H02-0025, 74A14-0043)

An INPUT electromagnetic survey was flown by Questor Surveys Ltd. over AGIP Permit #2 in 1978 to identify graphitic conductive zones in pelitic units of the Wollaston Supergroup. A total of 873 line-km were flown, which identified five conductive zones. Detailed ground surveys, consisting of MaxMin II, VLF-EM and magnetometer surveys, were then completed in the five identified areas of interest.

In addition to the geophysical surveys lake sediment sampling was completed by helicopter over the permit area. In total, 442 lake sediment samples were collected and analyzed. The survey identified four regions of anomalous U values, with several single site anomalies also occurring throughout the project area. Lake sediment sample 2011-014, collected from a small lake near the south end of Big Sandy Lake in the vicinity of the Falcon Property, contained 38 ppm U, 27 ppm Ni, 16 ppm Co. This survey also included the collection of water samples however these samples were not analyzed.

Of the conductive zones identified by the initial airborne survey, only Zone D occurs within the current extent of the Falcon Property claims. Zone D was described as a series of strong, multiple conductors. A single conductor in the northern portion of the grid area was traced for over 800 m. In the southern portion of the grid two strong conductors have a strike length of approximately 300 m. Stewart and Eaton (1978) state that the geophysical characteristics of the anomalies suggest that graphite is the source of the conductivity. All the conductors were described as steeply dipping, near surface and plunge gently to the northeast.

Detailed mapping of Zone D grid showed pelitic metasediment occur along the northwestern end of the grid. The pelites in this area are graphitic, dull grey, fine to medium grained, schistose and display local concentrations of cordierite. A radiometric survey of the grid outlined an area of anomalous radioactivity on L9+50 that was attributed to localized U mineralization. This zone of anomalous radioactivity extends discontinuously from L9+50N to approximately L12+00N. The radioactivity in this zone is associated with fractures, veins, and localized breccias. The fractures are north and northwest trending and crosscut the regional foliation.

Foliation measured in the map area trend 040[o] to 060[o] with steep to shallow dips to both the east and west. The major structural feature noted in the map area was an asymmetrical, northeast trending syncline. Small D2 folds indicate a northeastern plunge.

Outcropping U mineralization consisted of a uraniferous vein with associated molybdenite and pyrite. Grab samples from the vein assayed 1.26% U. Chip sampling of this showing averaged 481 ppm U over 0.5 m. A breccia zone was also sampled, with grab samples assaying up to 1780 ppm U.

Stewart and Eaton (1978) believed there was potential for basement-hosted mineralization in this area in structurally favourable sites. The limited outcrop hampered attempts at additional surface exploration in this area. Drill testing Zone D was recommended in the 1978 assessment report.

The 1979 exploration program completed by AGIP included a comprehensive structural and glacial interpretation of the project area. The structural interpretation concluded that faulting is abundant within the area and was recognized by topographic lineaments and magnetic discontinuities. The most obvious fault sets strike north-northwest. Aeromagnetic discontinuities suggest the presence of an east-west trending fault set; however, no field observations support this interpretation. A third set of faults strike roughly parallel to the dominant foliation in the area.

Additional ground geophysical surveys were completed on Zone D in 1979 in an attempt to extend the previously identified conductors present in this area and to examine the potential continuation of the conductive units at depth. An additional 4.5 km of horizontal loop, 1.4 km of VLF-EM and 1.9 km of proton magnetometer surveys were completed on the extension of Zone D.

This was followed by drill testing targets on Zone D that were identified during the previous year’s exploration. A total of 350 m, in three inclined DDH, were drilled and radiometrically probed. Only the northern most hole lies within the current Falcon Property claims. Sampling of the holes was based on radiometric anomalies or mineralization visually identified in the core. Mainly pelitic and semi-pelitic gneisses were encountered during the drilling on Zone D, with rare pegmatites up to 50 cm thick. Faults, shears and breccia zones are abundant in the core, with some of the faults and shear zones filled with chlorite, hematite and local graphite. Diamond drilling confirmed graphite to be the source of the conductivity, but no mineralization and only rare anomalous radioactivity was noted in these holes. Beaudry et al. (1979) recommended no further work on Zone D.

The 1980 exploration program by AGIP consisted of regional mapping and radiometric prospecting focused mainly on the southeast end of Big Sandy Lake outside of the current Falcon Property claim area. The prospecting located a radioactive boulder fan south of the Geikie River. The mineralization occurs in subangular to subrounded, 30 to 200 cm diameter boulders which form a 500 m long, 50 to 100 m wide fan which trends approximately 030[o] . The boulders consist of coarse-grained pegmatite with yellow secondary U staining and local molybdenite flakes. These boulders contained an average of 0.45% U3O8, 1142 ppm Cu, and 1050 ppm Mo. These boulders lie to the south of the current Falcon Property claims, off the current Falcon Property.

One km N of the Geikie boulder fan a subangular, silicified boulder was found which contain yellow staining and locally abundant molybdenite and pyrite. This boulder assayed 0.35% U3O8, 45 ppm Cu and 206 ppm Mo. This boulder also lies outside the current claim boundaries.

U mineralization was located on the large island at the southwest end of Big Sandy Lake. The anomalous radioactivity was associated with fractures in meta-arkose outcrop on the eastern side of the island. Small uraninite crystals, approximately 5 mm in size, are located in fractures striking 010[o] with a 65[o] dip towards the southeast. Associated with the mineralization is hematite staining and moderate silicification, both of which are restricted to the fractures. Ilmenite and tourmaline were also noted in the fractures by Beaudry et al. (1980). These fractures can be traced for approximately 2 m.

A total of 22 additional soil samples and 3 stream sediment samples were collected from the Geikie River-Highrock River area during the 1980 exploration program. Only one anomalous sample, S-094 which contained 5 ppm of Pb, was obtained from this area. This anomaly was not considered significant due to its singularity and low intensity. The

lake sediment anomaly of 38 ppm U, 27 ppm Ni, 16 ppm Co obtained in sample 2011-014 in the 1978 survey in this area remained unexplained.

In 1981 regional geological mapping and radiometric prospecting located Showing #3, to the N of Big Sandy Lake in a radioactive shear within a meta-arkose outcrop. The shear zone is up to 10 cm wide and can be traced for 4 m along strike and contains visible secondary U. The shear roughly parallels the foliation within interbedded meta-arkose and calcareous meta-arkose. Boudinaged quartz veins were also noted in the outcrop. The foliation trends 045[o] and dips steeply to the N. A single grab sample from this shear, Sample 2111-R-451, assayed 840 ppm U. Further prospecting was recommended in this area.

Showing #4 of the 1981 exploration program consisted of a radioactive pegmatite. The outcrop is approximately 400 m by 2,000 m and is comprises approximately 85% pegmatite. Visible secondary U mineralization occurs irregularly in this area. A grab sample, 2111-R-104 assayed 800 ppm U.

In the winter of 1981 additional geophysics and diamond drilling was completed in Big Sandy Lake to attempt to locate the source of previously identified mineralized boulders. A ground radiometric survey at 25 m sample intervals was completed over the entire grid. Anomalous radioactivity was determined to be due to either radioactive biotite gneiss boulders or pegmatites. A magnetic and VLF-EM survey was also completed over the grid area, totalling 43.3 km of total field magnetics. The grid was centered over a narrow, linear magnetic high. The anomaly strikes in a northeast-southwest direction parallel to the local trend for a distance of 1.8 km. No obvious cross-cutting features were observed. The VLF-EM survey identified three northeast-southwest trending conductive zones. The northern trend is discontinuous and roughly parallel the northwestern shore of Big Sandy Lake for a distance of approximately 2 km. These conductors remained open to grid west.

Canadian Mining Geophysics of Ottawa completed 8 km of gravity survey on behalf of AGIP in the winter of 1981. No significant features were identified by this survey.

In the winter of 1981 a total of 810 m of diamond drilling was completed by Midwest Drilling of Winnipeg, Manitoba in the Big Sandy Lake area. Drill holes WL-1-81, WL-2-81 and WL-3-81 were drilled to test the magnetic anomaly and VLF-EM conductors. WL-4-81 tested faults interpreted from the geophysical data. Drill hole WL-5-81 was targeted to intersect the fault zone identified in WL-1-81 and WL-2-81. Drill hole WL-6-81 tested the apex of the radioactive boulder distribution. WL-7-81 tested the limits of the boulder fan along a VLF-EM conductor. Drill holes WL-8-81 and WL-9-81 tested the extent of the weak mineralization identified in WL-7-81. All holes were radiometrically probed with a Mount Sopris Model 2500 borehole logger. Sampling of the drill core was based on the presence of radiometric anomalies identified during the borehole logging.

The lithologies encountered in the drill holes were pelitic and interbedded psammitic metasediments and calc-silicates. Pegmatitic segregation were noted throughout. Alteration noted in these holes consisted of kaolinization, epidotization and chloritization with minor hematite and limonite. The alteration appears to be focused along fractures and shears. Geochemical analysis of the radioactive interval between 18 and 22m in DDH WL-7-81 returned a maximum of 87 ppm U.

In 1981 AGIP’s summer exploration activity included follow-up on a silicified, radioactive boulder that was identified north of Big Sandy Lake near the trace of the Burr Fault in 1980. Detailed prospecting up ice from this boulder located Boulder Field 2112-BF-02 at the south end of Big Sandy Lake. This boulder field lies to the southwest of the current Falcon Property claim block.

The boulder field consisted of 37 subangular to rounded boulders clustered along a 2 km line trending 030[o] . The boulders are typically medium grained and contain quartz, feldspar and varying amounts of molybdenite. Tremolite and biotite occur in some boulders as an accessory mineral. Grab samples collected from three boulders averaged 1520 ppm U, 425 ppm Th and 8,670 ppm Mo. Petrography showed that discrete grains of pitchblende are the source of the radioactivity and that they occur in association with the molybdenite. These boulders were determined by Donkers (1982) to have a pegmatitic affinity. Donkers (1982) stated that the area should be evaluated for magmatichydrothermal vein type U deposits.

Only limited mapping was conducted of the area surrounding the boulder field. The outcrops in the immediate area consist of semi-pelitic gneiss interlayered with thin quartzo-feldspathic bands. Some of these bands contain magnetite augen. Locally the outcrop contains late, irregular quartzo-feldspathic segregations with associated cordierite that crosscut the foliation. The outcrop lithology is distinctly different than that of the boulders and no anomalous radioactivity was noted in the outcrop.

All the boulders contain quartz and feldspar as the main minerals, with the quartz occurring as parallel bands or elongated lenses in a feldspar groundmass. Irregular fractures filled with brownish iron oxides are common. Molybdenite appears to be concentrated in planes parallel to the quartz banding and also disseminated in the rocks. The radioactivity is associated with molybdenite rich zones. Yellow minerals, suggested by Donkers (1982) to be a mixture of molybdenite and secondary U minerals, are consistently found in these radioactive zones. Three of these boulders were analyzed, with results in Table 2 below.

Table 2: Grab Samples from Boulder Field 02 (From AR 74A14-0043)

Sample No.	U ppm	Th ppm	Pb ppm	Mo ppm	V ppm	Cu ppm	Ni ppm
2112-BF-02-02	1,360	430	1,740	9,000	60	30	36
2112-BF-02-03	1,520	250	1,600	12,000	50	22	54
2112-BF-02-06	1,700	570	600	5,000	60	22	25

2007: Star Uranium Corp.

(SMAD File 74H03-0050)

In 2007 an airborne VTEM geophysical survey was flown over the Falcon Property area by Star. This survey was part of a larger airborne survey completed for JNR Resources (“ JNR ”) by Geotech Ltd. (“ Geotech ”), with the data made available to Star under an agreement between Star and JNR. The objective of this survey was to acquire EM data on the property using modern equipment to assist in the exploration for basement-hosted U mineralization.

The survey was carried out by Geotech of Aurora, Ontario, using a helicopter-borne VTEM system. Both EM and magnetic surveys were completed at this time. The conductive anomalies identified by this survey largely lie to the south of the current extent of the Falcon Property.

2013: Prescient Mining Corp.

(SMAD File MAW00345)

In June of 2013 a helicopter-borne ZTEM and airborne magnetic geophysical survey was flown over the project area by Aeroquest Airborne of Aurora, Ontario. The purpose of the surveys was to identify magnetic and conductive zones and to evaluate the potential of the area to host unconformity-associated U mineralization. In total approximately 153.5 line-km of data were collected. The survey block was flown in a northeast-southwest direction with a flight line spacing of 200 m. The helicopter maintained an average height of 90 m above the ground.

All ZTEM frequencies have been affected by the power line corridor which transects the survey block. As SMDI 2455 lies within the area affected by the power line it is possible that ZTEM anomalies associated with this occurrence are obscured. Several additional anomalous conductive zones were identified on the Hook Lake Survey Block all of which were interpreted to indicate geological lineaments. North of the power line these lineaments have a northeastern trend.

The magnetic data shows two positive magnetic anomalies, sub-parallel to survey lines, that are crosscut by a perpendicular trending magnetic low. SMDI 2455 is located on the edge of the southern magnetic anomaly. In the north of the survey area Harrington (2013) noted a positive magnetic gradient that coincides with a lateral increase in resistivity.

It was recommended by Harrington (2013) that a 3D Magnetic Inversion be carried out over the entire survey area and that 3D ZTEM inversions be conducted on the northern and southern portion which were not affected by the presence of the power line.

Historical Mineral Resource and Mineral Reserve Estimates

No historical mineral resource or mineral reserve estimates have been reported for the Falcon Property.

Historical Production

There has been no historical production from the Falcon Property.

Geological Setting, Mineralization and Deposit Types

Regional Geology

The Falcon Property is located in the Wollaston Domain of the southeastern Hearne Province, which forms part of the Western Churchill Structural Province. The Falcon Property is located approximately 10 km southeast of the southeastern margin of the Athabasca Basin, which hosts several world class U deposits (Jefferson et al., 2007).

The Hearne Province in Northern Saskatchewan comprises the Wollaston, Mudjatik and Virgin River domains (Figure 2) (Card et al., 2007). The Wollaston Domain, which underlies the Falcon Property area, consists of the north-northeast trending succession of Paleoproterozoic metasedimentary rocks of the Wollaston Supergroup. The Wollaston Supergroup consists of four unconformity bounded metasedimentary sequences which overlie Archean gneiss along the eastern margin of the Hearne Province (Yeo and Delaney, 2007).

The Wollaston Supergroup records an entire Wilson cycle, from continental rifting, as recorded by the Courtenay Lake Group, through the passive margin of the Souter Lake Group, to the ocean closure foreland-basin stage recorded in the Daly Lake and Geikie River Groups (Yeo and Delaney, 2007). These rocks extend beneath the eastern portion of the Athabasca Basin and form the basement lithologies underlying several of the U deposits of the eastern Athabasca Basin (Yeo and Savage, 1999; Yeo and Delaney, 2007).

The western boundary of the Wollaston Domain is transitional into the Mudjatik Domain, which is dominated by Archean to Proterozoic felsic gneisses. To the southeast, the Needle Falls shear zone, a late Paleoproterozoic dextral structure, partially defines the boundary between the Wollaston Domain and the Wathaman Batholith (Yeo and Delaney, 2007). In some areas along the eastern boundary of the domain the rocks of the Wollaston Supergroup lie unconformably on the Archean rocks of the Peter Lake Domain (Card et al., 2007).

Overlying the rocks of the Wollaston Supergroup, and separated from it by an angular unconformity, are the Athabasca Group sandstones, conglomerates, and mudstones (Annesley et al., 2005; Jefferson et al., 2007). The unconformity between the Wollaston Supergroup and the Athabasca sediments is marked by variable thicknesses of red, hematitic regolith which underlie the Athabasca strata, grading downward through green, chlorite altered rock and into fresh basement lithologies (Jefferson et al., 2007). The widespread regolith, or fossilized weathering zone, formed prior to the deposition of the Athabasca sediments (Ray, 1977).

The Athabasca Basin, which formed between 1.83 Ga and 1.27 Ga, is a broad, oval shaped depositional basin of mainly fluvial sandstones which extends approximately 250 km north-south and 400 km east-west and contains up to 1,500 m of relatively flat lying Athabasca Group sediments (Rainbird et al., 2007). In addition to the fluvial sandstones the Athabasca basin also contains conglomerate and mudstones. The sediments of the Athabasca Group are unmetamorphosed but pervasively altered (Jefferson et al., 2007).

The structural history of the region is protracted and includes multiple displacements under both brittle and ductile conditions. Late brittle faults, which post-date the Trans-Hudson Orogen, are ubiquitous, with various orientations commonly mimicking the orientation of the ductile structures they overprint and show evidence of multiple episodes

of displacement. Several of these structural features affect both the Athabasca Group and the underlying basement rocks (Card et al., 2007).

==> picture [313 x 326] intentionally omitted <==

Figure 2: Regional Geological Setting of the Falcon Property. Location of the Falcon Claims shown by the red star (Adapted from Card et al., 2007).

Local Geology

The Wollaston Domain consists of a northeast-trending, tightly folded, linear belt of Paleoproterozoic metasedimentary rocks and interfolded anatectic granitoids that overlie Archean granitic gneisses. The Wollaston Domain has been subjected to multiphase deformation associated with the 1.86 to 1.78 Ga THO (Yeo and Delaney, 2007). To the north the Wollaston sediments are unconformably overlain by the sandstones and conglomerates of the Athabasca Formation (Ray, 1977).

The Archean basement rocks form inliers within the Wollaston Group (Ray, 1977). These granitoid masses are interpreted by Ray (1977) as structurally underlying the supracrustal rocks and are the Archean basement onto which the metasediments were unconformably deposited. The Archean basement complex consists of granite to granodiorite and rare amphibolite (Yeo and Savage, 1999).

The foliated granitic gneiss is the most common type of inlier. The composition ranges from syenogranite to monzogranite and moderately to intensely foliated, with elongated quartz and feldspar and the parallel alignment of amphiboles and biotite. Locally feldspar augen up to 1.5 cm across are present. Accessory minerals include sphene, chlorite, zircon, epidote, ilmenite, and magnetite (Ray, 1977). Amphibolite bodies up to 100 m thick occur locally in some of the basement rock, with thinner, discontinuous amphibolite layers common in many of the inliers (Ray, 1977).

The Archean inliers are exposed in the cores of doubly-plunging antiforms and typically form elongate, northeast trending masses of granitic material (Ray, 1977). Although they are often obscured by glacial cover Ray (1977) states their form and size can be inferred from aeromagnetic data.

The rocks of the Wollaston Supergroup are interpreted by Yeo and Delaney (2007) as a succession of rift, passivemargin and foreland basin deposits. The Wollaston Supergroup is composed of the <2.075 Ga rift-fill Courtenay Lake Group, the passive margin Souter Group and the overlying <1.880 Ga Daly Lake-Geikie River groups, which represent a foreland basin succession (Yeo and Delaney, 2007). The Daly Lake and Geikie River groups are extensive over most of the Wollaston Domain (Yeo and Delaney, 2007).

The Daly Lake Group displays an upward increase in compositional and textural maturity. It lies unconformably on much the Archean basement except in rare areas, such as the Compulsion River region, where an unconformity with the Souter Lake Group is inferred. The Geikie River Group consists of a succession of conglomerate, arkose, calcsilicate rocks and marble which unconformably overlie the Daly Lake Group (Yeo and Delaney, 2007). The Geikie River Group becomes more carbonate rich and finer upwards. Contacts between the formations are typically transitional and primary features are only rarely preserved (Yeo and Delaney, 2007).

The Wollaston Supergroup hosts both U and base-metal occurrences. The major U deposits in the eastern Athabasca Basin occur at or near the unconformity between the undeformed siliciclastic rocks of the Athabasca Group and the deformed and metamorphosed rocks of the Wollaston Supergroup. The mineralization is typically associated with graphitic pelite and with fault zones, generally localized along older basement faults or pelitic strata (Yeo and Delaney, 2007).

Local evidence for pre-Athabasca weathering, such as bleaching, hematization, and epidotization, suggests that the Athabasca Group sediments formerly covered much of the Highrock Lake area (Yeo and Savage, 1999). Mapping by Ray (1977) reported the presence of regolith outcrop in the vicinity of Graham Lake approximately 16 km from the Athabasca Formations main margin (Ray, 1977). Yeo and Savage (1999) noted the presence of a poorly-exposed outlier of Manitou Falls Formation Sandstone north of the Highrock River, approximately 8 km south of the margin of the Athabasca Basin.

Mineralization is also associated with uraniferous pegmatitic intrusions that are characteristic of the region. Mineralized fractures occur in both the Wollaston metasediments and in conformable and cross-cutting pegmatites. In the pegmatites the mineralization is typically primary, with late remobilization of the U into fractures and veins (McKeough et al., 2010).

Property Geology

The Falcon Property is located within the Wollaston Domain and is situated within approximately 10 km of the margin between the Athabasca Basin and the underlying Wollaston Supergroup rocks (Figure 3).

Little to no detailed mapping has been completed in the claim area. Based on the available mapping completed by the SGS, the Falcon Property claims largely consist of calcareous meta-arkose and quartzo-feldspathic meta-arkose. Pelitic and semi-pelitic schists and gneisses occur as irregular, sinuous formations throughout the region (Ray, 1977). The pelitic and semi-pelitic sediments occur at the base of the Wollaston Group and higher up in the sequence interbedded with psammitic metasediments. The pelitic rocks typically contain more than 10% mafic minerals, with biotite being the most common, although cordierite, sillimanite, graphite, garnet, amphibole and pyroxene are locally common (Donkers, 1982). Locally these rocks can be interlayered with quartzites, amphibolites, or calc-silicate rocks (Ray, 1977).

Assessment work by AGIP stated that outcrop is typically less than 5% in the project area. The outcrop consists of Archean felsic gneiss which is unconformably overlain by metamorphosed sediments of the Wollaston Supergroup. These rocks have been intruded by mafic rocks, typically of a gabbroic composition, and by several generations of pegmatites, some of which are radioactive (Donkers, 1982).

The Falcon Property also contains an east-northeast trending synclinal fold which plunges at 30[o] to 40[o] east-northeast. The fold axis crosses to the north of SMDI 2455, which lies along the southern boundary of the claim block. The structures in the Big Sandy Lake area suggests the presence of a large antiform trending northeast with a moderate plunge (Ray, 1977; Donkers, 1982). Foliation trends were noted by Donkers (1982) to be quite variable, but typically the foliation strikes 020[o] to 045[o] with moderate to steep dips to either the northwest or southeast. The Falcon Property is also transected by a series of north-northwest trending faults, one of which passes just east of SMDI 2455.

==> picture [359 x 254] intentionally omitted <==

Figure 3: Geology of the Falcon Property Claims based on available 1:250,000 scale SGS mapping. Adapted from SMAD.

Showings and Mineralization

The Athabasca Basin, which lies to the north of the Falcon Property area, hosts the world’s largest high-grade U deposits (Card et al., 2007). Unconformity-type U mineralization in the Athabasca Basin is associated with graphitic Wollaston Supergroup pelites and with basement faults which have undergone brittle re-activation following the deposition of the Athabasca Group (Yeo and Delaney, 2007).

Ray (1977) suggested that U deposits could be found in areas where the lower graphitic pelites of the Wollaston Supergroup are overlain, or were overlain at one time, by the Athabasca Formation. Ray (1977) stated that the area adjacent to the current Athabasca Formation likely represents an exhumed surface and that unconformity-associated U deposits could exist some distance from the current margin.

Pegmatite-hosted U also commonly occurs in the lower Daly Lake group pelite (Yeo and Delaney, 2007). Ray (1977) noted U mineralization in pegmatites intruding and segregated from the Wollaston Group sediments. U oxide, often with associated Mo and Cu was noted by Ray (1977) in pegmatites or fractures cutting the basal pelitic to semipelitic rocks. There is also uraninite found in sheared metasediment, such as what is observed at Burr Lake (Ray, 1977).

SMDI 2455, which lies along the southern claim boundary, consists of a 250 m by 10 m zone of anomalous radioactivity first identified as “Zone D” by AGIP. The U-pyrite-Mo mineralization occurs in fractures, veins and localized breccias in a meta-arkose host rock. The highest values were obtained from a sheared vein which assayed 1.26% U and 0.8% Mo. Significant assay results from this showing are listed in Table 3.

Table 3: Anomalous Samples from SMDI 2455 (AR MAW00345)

Sample ID	Type	Width (m)	Uranium	Molybdenum	Description
R2011-D-01	Grab	-	1.26%	0.8%	Vein
R2011-D-02	Grab	-	840 ppm	1,800 ppm	Vein
R2011-D-06	Grab	-	1,780 ppm	8 ppm	Vein
R2011-D-08	Grab	-	1,800 ppm	-	Boulder
CS2011-D-01	Chip	0.25	311 ppm	-	Vein
CS2011-D-04	Chip	0.25	613 ppm	-	Vein

Deposit Types

Economic concentrations of U can be found in a variety of geological environments. On the Falcon Property there are two prospective deposit types. First, due to the proximity to the Athabasca Basin, is the potential for basement hosted, unconformity-associated U mineralization. Unconformity-associated U deposits of the Athabasca Basin are the world’s largest high-grade U resource (Jefferson et al., 2007). The second potential deposit type on the Falcon Property is pegmatite-hosted or “Rössing Type” U mineralization. Although typically some of the lowest grade deposits, U deposits in granitic pegmatites can be economically significant if they contain enough tonnage. For example, the Rössing deposit was the world’s fifth largest U producer in 2021, accounting for 5% of the global production (World Nuclear Association, 2021).

In the Athabasca Basin U deposits occur in three general locations spatially related to the unconformity between the basement rocks and the overlying Athabasca sediments. The first category consists of deposits which form in clay altered sandstone immediately above the unconformity and commonly extending into altered basement, such as what is observed at Cigar Lake or Key Lake. The second category is deposits which form in silica altered sandstone immediately above the unconformity, extending into altered basement and enveloped by a hydrothermal silica-rich zone, similar to what is observed at McArthur River. Finally, the third category consists of mineralization controlled by fractures and faults in basement rocks at or near the unconformity, such as what occurs at Rabbit Lake (Gandhi, 2007). The third type of mineralization is what would occur in the Falcon Property area as there is no Athabasca Group sandstone found in the project area.

Unconformity-associated U deposit types can consist of pods, veins, and semi-massive replacements of uraninite. A wide variety of compositional ranges from monometallic and generally basement hosted veins to polymetallic lenses located just above or straddling the unconformity can occur. The basement hosted deposits typically consist of uraninite veins, breccia fillings and replacements in fault zones (Jefferson et al., 2007).

The original thickness and lateral extents of the Athabasca Basin is believed to be greater than what is currently preserved (Jefferson et al., 2007). This theory is supported by the mapping completed by Ray (1977) which located outliers of the Athabasca Group beyond the recognised basin margin and outcrops of regolith, which forms beneath the basal unconformity. There is the possibility that radioactive anomalies in the project area are derived from outlying basement hosted U deposits, above which the Athabasca Group cover has been totally eroded away (Jefferson et al., 2007).

Fracture controlled and breccia hosted replacement, basement hosted deposits would be the target on the Falcon Property claims. Fracture controlled basement ore typically occurs in steep to moderately dipping brittle shear, fracture and breccia zones hundreds of meters in strike length that extend downdip for tens of meters up to 400 m into basement rocks below the unconformity. Disseminated and massive uraninite or pitchblende occupies fractures and forms the matrix in breccias. High-grade ore lenses are bound by sheared, brecciated graphitic schist that often contain similar material m forming an envelope of lower grade ore. The typical mining grade of these deposits are approximately 0.5% to 2% U (Jefferson et al., 2007).

effective tools to identify the location, depth and characteristics of basement conductors (Jefferson et al., 2007). Airborne magnetic surveys can serve to identify faults and favorable basement lithological units as mapped by the magnetic gradients between the Archean gneiss domes and the Wollaston Supergroup (Jefferson et al., 2007).

There is also potential on the property for intrusive related U mineralization in some of the radioactive, anatectic pegmatites. This type of U deposit is typified by the Rössing Deposit, Namibia, where the U mineralization is linked to partial melting processes (Basson and Greenway, 2004; Gray et al., 2021). The Rössing Deposit consists of U enriched, sheeted leucogranites hosted by high-temperature, low-pressure metasedimentary rocks which were metamorphosed at upper amphibolite to granulite facies (Basson and Greenway, 2004). The U mineralization occurs as disseminated uraninite with the host leucogranites, remobilized veins, and as secondary mineralization (Shanyengana et al., 2020).

At the Rössing Deposit sheeted leucogranites occur along the flanks of the Rössing Dome and preferentially developed in anticline and dome structures and in surrounding metasedimentary rocks. The host granites are produced by partial melting of a metasedimentary source rock. The leucogranites intrude the pelitic to semi-pelitic schists, with rare xenoliths of pelites preserved in some of the more extensive granitic bodies. The metasediments could have provided a reducing environment conducive to the precipitation of U (Shanyengana et al., 2020).

A number of variably radioactive pegmatites similar to the Rössing pegmatites intrude the highly sheared, unconformable contact between the Wollaston Supergroup metasedimentary rocks and the underlying Archean orthogneisses. In the Fraser Lakes area these pegmatites are preferentially located in antiformal fold nose. The mineralized pegmatites in this area contain uraninite, thorite, zircon and rare coffinite and allanite (McKechnie, 2012).

The Wollaston Domain pegmatites are interpreted by McKechnie (2012) to have formed as a result of partial melting. The melts were emplaced along major structural zones including sheared fold limbs, foliation, and the deformed Archean Paleoproterozoic contact. The pegmatites are concentrated in fold noses and other dilational zones (McKechnie, 2012). Late faulting and hydrothermal fluid flow has altered the pegmatites and caused the local remobilization of U into fractures and faults (McKechnie, 2012).

Exploration

In August of 2022 North Shore initiated a geophysical exploration program on the Falcon Property. The first component of the exploration program, contracted to Condor North Consulting ULC (“ Condor ”) of Denver, Colorado, is an assessment and reinterpretation of the airborne EM and magnetic data available from the SMAD assessment files for the area covering the Falcon Property claims.

The second component of the exploration program is an airborne gradiometer, radiometric and magnetic survey of the Falcon Property flown by Xcalibur Multiphysics (“ Xcalibur ”) of Mississauga, Ontario. The objective of this survey is to assist in the identification of alteration zones, which will appear as lows in high-resolution gradiometry. The magnetic data will assist in the structural mapping and interpretation and the radiometrics will detect surface expression of any radioactive mineralization.

Condor Geophysical Assessment and Interpretation

Condor’s work on the Falcon Property has involved the assessment and reinterpretation of two airborne geophysical datasets. The first dataset was collected in May and June of 2007 and consists of a helicopter-borne VTEM and aeromagnetic geophysical survey completed by Geotech. This survey was flown over a portion of what is now the Falcon Property claims. The original, much larger survey was flown for JNR over the Way Lake area.

The second geophysical dataset was collected in June of 2013 by Aeroquest Airborne of Aurora, Ontario. This survey consisted of a Helicopter-borne ZTEM and Airborne Magnetic geophysical survey on Prescient Mining Corps. Hook Lake Property, which overlaps with the current Falcon Property claim area.

Both of these surveys aimed to identify shallow, basement hosted U deposits. An additional goal of these surveys was to characterize geological structures in the project area that may control the location of mineralization. The analysis

completed by Condor stitches the data from the 2007 and 2013 surveys to complete magnetic susceptibility inversion modelling on the heliborne and fixed-wing total magnetic intensity data compiled from the historical assessment reports. Depth slices and isosurfaces are then generated. For the available EM data an inversion and AdTau has been generated for the survey block (Peterson et al., 2022).

VTEM Survey Specifications and Methodology

The geodetic system used for the geophysical survey was NAD 83 UTM Zone 13N. The survey lines were spaced at 200 m with 1000 m spacing between tie lines. The survey lines were flown at 135[o] with tie lines flown at 045[o] .

The survey was flown using an Astar B2 helicopter at a nominal terrain clearance of 75 m. The principal geophysical sensors used included a Geotech Time Domain EM system and Geometrics optically pumped cesium vapour magnetic field sensor. The magnetometer used was a Geometrics optically pumped cesium vapour magnetometer with a sensitivity of 0.02 nT and a 0.1 s sampling interval. The magnetic sensor was towed at a mean distance of 15 m below the helicopter.

The aircraft was also equipped with a NovaAtel WAAS enabled OEM4-G2-3151W GPS navigation system and a Terra TRA 3000/TRI 40 radar altimeter. The data recording rate for the data acquisition was 0.1 s for electromagnetics and magnetometer and 0.2 s for the altimeter and GPS.

ZTEM Survey Specifications and Methodology

Approximately 153.5 line km of data on 15 survey lines were collected during the ZTEM survey. The survey was flown northeast-southwest, 047[o] or 227[o] , with a flight line spacing of 200 m. Tie lines were not flown for this survey. The survey was flown using a Eurocopter Astar 350 B2 helicopter. The nominal EM sensor terrain clearance for this survey was 84 m and the magnetic sensor clearance of 99 m.

The principal geophysical sensors included a ZTEM system and a Geometrics split-beam optically pumped cesium vapor magnetic field sensor. Ancillary equipment included a NovAtel WAAS enable OEM4-G2-315W GPS navigational system and a Terra TRA 3000/TRI 40 radar altimeter. In-field data quality assurance and preliminary processing were carried out daily.

The sensitivity of the magnetic sensor was 0.02 nT at a sampling interval of 0.1 seconds. The magnetometer performs continuously in areas of high magnetic gradient with the ambient range of the sensor approximately 20k to 100k nT. The noise is specified as less than 0.5 nT.

A combined magnetometer GPS base station was used for this project.

The coil has a 7.4 m diameter with an orientation to the Vertical Dipole. The digitizing rate of the receiver was 2000 Hz. Attitudinal positioning of the receiver coil is enabled using three GPS antennas mounted on the coil. The output sampling rate is 0.4 s.

The two Geotech ZTEM base station receiver coils measure the orthogonal, horizontal X and Y components of the EM reference field. They are arranged perpendicular to each other and roughly oriented according to the flight line direction. The orientation of the base stations was measured using a compass. The base station coils each have a diameter of 3.5 m with the coil orientations to the horizontal dipole.

Geophysical Target Model

A target model based on the 2007 and 2013 geophysical surveys has been developed by Condor to assist in target selection and prioritization at the Falcon Property. The model is based on the currently available data and interpretations should be refined as new interpretations are established and more data is collected.

The target model emphasizes the location of conductors which could represent fault-controlled graphitic zones and other structures which could control the location of potential deposits. The targets are identified through EM anomaly

picking and through analysis of the conductivity depth sections, and grids generated from conductivity inversion of the EM data. The targeting also considers the presence of strong magnetic gradients or where there is a sharp shift from magnetic high to low that may represent contact between Archean gneissic domes and the Wollaston sediments (Jefferson et al., 2007; Peterson et al., 2022).

Target Zones

The target zones are deemed to be logical groupings of anomalous features within the data set based on the assessment of geological and geophysical data in the context of the target model. The criteria for the target zones varies depending upon the available geophysical data. For example, some target zones are based mostly off the ZTEM and magnetics data and do not have an anomalous VTEM response. As most of the target zones do not have ZTEM data coverage they are based on VTEM conductor picks and observation of magnetics. The targeting was completed specifically within the North Shore claims, including a one km buffer zone surrounding them (Peterson et al., 2022).

A total of seven target zones have been identified in the Falcon Property area. A description of each target zone is provided in Table 4. At the northern extent of the property, on claim MC00015528, there is a single target zone which consists of strong to moderate anomalies. In the central portion of the property, on MC00015529, there are two additional target zones.

The majority of the target zones are located along the southern extent of the Falcon Property on or near the southern portion of MC00015508 and MC00015506. Target zone 4 consists of northeast-trending conductor anomaly picks which appear to cross a north-northwest trending fault. Target zone 5, which occurs in the vicinity of SMDI 2455, is based largely on the presence of the known showing. This zone is on the edge of a high magnetic gradient, which is also northeast-trending.

The target zones were prioritized based on the geophysical response and the associated geology. Targets with more than one characteristic of the target model, such as a strong conductor and associated magnetic gradient, are deemed high priority. Low to moderate target zones contain characteristics of the target model but require additional information (Peterson et al., 2022).

Table 4: Description of the Target Zones Identified on the Falcon Property (Peterson et al., 2022).

Target Zone	Follow- Up Priority	Geology	VTEM	ZTEM	Magnetics	Comments
1	High	Contact between psammitic meta-arkosic gneiss (Wrn) & pelite and gneiss (Wpsn).	Two DPRs, two SPRS, high AdTau response.	No coverage.	Strong gradient on the west side of the TZ.	No associated mineralization.
2	Low	Pelite and gneiss (Wpsn) of Wollaston Group.	Two weak SPRs, high AdTau response.	No coverage.	Moderate to strong magnetic gradient.	No associated mineralization.
3	Low	Pelite and gneiss (Wpsn) of Wollaston Group, contact with Wrn unit.	Two DPRs - one moderate and one weak. Moderate to high AdTau.	No coverage.	High magnetic gradient - longer linear trend associated with contact with Manitou Falls Grp.	No associated mineralization.

Target Zone	Follow- Up Priority	Geology	VTEM	ZTEM	Magnetics	Comments
4	Moderate	Wollaston Group; Psammitic meta-arkosic gneiss (Wrn) & pelite and gneiss (Wpsn). Inferred fault cuts through southern end of the TZ.	Semi-linear conductor that extends southwest approximately 8-km. Linearity of the conductor is likely broken by faulting.	No coverage.	NE-SW trending high magnetic gradients.	No associated mineralization. There is a waterbody in proximity to the target.
5	High	Pelite and gneiss of Wollaston Group (Wpsn); on the flank of an inferred fault.	Cluster of EM anomaly picks, no clear linear trend - possibly affected by the powerline.	Highly conductive, but likely affected by powerline noise.	Sitting between two strong gradient features.	Both airborne EM surveys are negatively affected by noise from the powerline. Target zone selected based on the D Zone uranium occurrence.
6	Moderate	Wollaston Group; Psammitic meta-arkosic gneiss (Wrn) & pelite and gneiss (Wpsn).	Moderate AdTau, no VTEM anomaly picks.	WNW- trending linear conductor that is strongest in the upper 100 meters. The feature extends past 300 meters.	Little to no magnetic gradient.	Aligns with the Z3 conductor as identified in the Hook Lake Assessment Report.
7	Moderate	Psammitic meta-arkosic gneiss (Wrn)	No EM anomaly picks. Moderate to low AdTau.	Strong conductor extending to several hundred meters.	Strong magnetic gradient.	Associated with the Z4 conductor identified in the Hook Lake Assessment Report.

Condor Conclusions and Recommendations

Condor recommended ground truthing, geological mapping and soil sample of the identified target zones. Ground follow-up is particularly important in the powerline area where the quality of the geophysical data has been impacted. To add confidence to the target zones multiple geophysical techniques can serve to improve definition, including ground EM, gravity and DC resistivity/induced polarization surveys. Additional ZTEM coverage of the Falcon Property may be useful as the existing ZTEM coverage of the Falcon Property resolves the conductors well (Peterson et al., 2022).

Xcalibur Airborne Geophysical Survey

An airborne gravity gradiometer, magnetic survey, and radiometric survey was flown over the Falcon Property by Xcalibur between October 6[th] and October 10[th] of 2022. The purpose of this survey was to identify, if possible, any probable areas of local uranium concentration. A total of 903 line-km of data was collected over an area of approximately 157 km[2] . The survey was flown at a heading of 090[o] with a line spacing of 200 m. Tie lines were flown at a heading of 000[o] with a spacing of 2000 m. The nominal terrain clearance was 80 m above ground level. Field processing and quality control checks were performed daily. The cost of the survey was approximately $167,000.

Survey Specifications

The geodetic system used for the geophysical survey was WGS 84 in UTM Zone 13N.

The survey was flown using an Xcalibur Cessna C208B turbo prop aircraft. The survey utilized a Falcon Airborne Gravity Gradiometer (“ AGG ”) System, including Lockheed Martin AGG with single near-vertical spin-axis, dual complement Gravity Gradiometer Instrument. The Gamma-ray spectrometer was a Radiation Solutions RS-500. The main spectrometer, total count, potassium, U, Th, and cosmic windows are recorded, along with the entire 256-channel spectrum at a rate of 1 sample per s. A Scintrex CS-3 cesium vapor magnetometer, mounted on a stinger, was used for the magnetic data collection. The sampling rate of the airborne magnetometer was 0.1 s.

Terrain clearance was provided by King KRA405B radar altimeter. The altimeter has an accuracy of 3ft at 0-500 ft and +/-5% at 500 to 2000 ft with a measurement rate of 10 Hz. A Novatel OEMV-3G provided real-time differential positional data at intervals of 1 s. A Riegl LMS-Q2401-60 laser scanner was also used, with returns recorded at a rate of 36 scans per second, and each scan returning 276 points. Each return was converted to ground surface elevation by combining scanner range and angle with aircraft position and attitude data.

A Novatel OEM4 GPS base station was set up at Points North Landing on October 6[th] , 2022, at 58[o] 16’ N and 104[o] 5’ W and 437 m asl. A CF1 Magnetometer Base Station was also set up at this location. The magnetometer base station operated at 57,155 nT.

A digital terrain model was generated for the Falcon Property area by combining laser scanner data with GPS position and height data. This data was supplemented by Shuttle Radar Topography Mission (“ SRTM ”) v3 data which has a one arc second resolution. The laser scanner data were gridded at 10 m with a one cell maximum beyond the data limits. Gaps between lines, and to extend coverage beyond the survey area, utilized SRTM data.

Data processing completed by Xcalibur used Osis Montaj processing and imaging software, GrafNav Differential GPS processing software, and two proprietary Xcalibur processing programs.

Methodology

The data from the airborne survey was provided to Earthfield for detailed analysis using their proprietary Predictive Uranium Analysis. This consisted of identifying basement related fault and fracture zones, and intrusive bodies from the magnetic and gravity data. The radiometric data further assists in the targeting.

The primary method used for Earthfield’s interpretation utilized inversed modelling-based Werner deconvolution algorithms as a basis for the interactive analyses of the horizontal location and depth to the source body and the related parameters of dip and susceptibility. The program MAGDEPTH was utilized by Earthfield for the Werner deconvolution. MAGDEPTH is a proprietary software package used to determine anomaly source depth (Earthfield, 2023).

Analysis of the total magnetic intensity and gravity data yield parameters for thin, sheet-like bodies, such as sills or dikes. Analysis of the horizontal gradient data yields parameters for features such as dipping geological contacts, major faults, or slope changes of the basement surface. Combining the analyses of both the total field and gradient data, it is possible to identify and calculate the geological parameters of both sheet-type bodies as well as other interfaces (Earthfield, 2023).

Independent Lineament analysis, via proprietary software, was also performed on the magnetic, gravity, and topographic data. This involved the identification of inflection points which mark the theoretical position of possible faults and fractures. These lineations were combined with the interpreted basement faults and fractures, and lineament density/intersection maps were generated. Topographic linears indicate possible surface expression of fractures. The magnetic linears further indicate areas of possible basement fracturing (Earthfield, 2023).

The gravity data is used to identify low density zones that may be related to hydrothermal alteration and the radiometric data identifies anomalies related to increased U concentrations in shallow geologic environments (Earthfield, 2023).

Results and Interpretation

Earthfield’s analysis identified several potential U targets within the Falcon Property. Numerous fracture zones exist within the basement and have been identified by Earthfield utilizing inversion analysis and a depth to basement/fault/fracture map developed. The Reduction to Pole residual magnetic map may help identify hydrothermal alteration zones associated with graphite or U deposition. Graphite is typically related to magnetic anomaly lows. As graphite is also low density it can produce high frequency gravity anomaly lows as well. Radiometric maps were also generated by Earthfield, including both total count and concentration maps.

Complete lineament analysis was completed by Earthfield to produce lineament and intersection density maps. These maps indicate the areas with the highest fracture potential.

The results of all the analyses were combined by Earthfield using a proprietary, weighted, Boolean approach to produce a risk-reduced Uranium Target Map (see Figure 4 below).

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Figure 4: Uranium Target Map (Earthfield, 2023).

Drilling

There has been no drilling completed on the Falcon Property by North Shore as at the effective date of the Falcon Property Technical Report. A summary the historic drilling that has been completed in the vicinity Falcon Property is included above in “ History - Previous Work ”.

Sampling, Analysis and Data Verification

No samples have been collected from the Falcon Property by North Shore.

Data Verification

Troy Marfleet, P.Geo., and Kimberley Halpin, M.Sc., G.I.T., of Axiom, the authors of the Falcon Property Technical Report, have reviewed all historical exploration work on the Falcon Property recorded in publicly available assessment files from the Government of Saskatchewan Ministry of Energy and Resources in the SMAD. These older, historic

records are sometimes incomplete, so relevant details of the exploration results may be missing and should be used with caution.

Axiom Site Visit

A site visit to the Falcon Property was made by Troy Marfleet, P.Geo. of Axiom between October 3[rd] , 2022, and October 5[th] , 2022 on behalf of North Shore. The site visit to the Falcon Property included prospecting of the historical “D Zone” showing outcrop to confirm the location falls within the southern extent of North Shore claim boundaries, and a handheld scintillometer was used to confirm the anomalous radioactivity described in historical reports.

In addition to a site visit and verification of the radioactivity of the “D Zone” showing, three (3) outcrop samples with elevated counts-per-second radioactivity values on the handheld RS-125 scintillometer were collected by the Qualified Person at the “D Zone” showing to confirm anomalous radioactivity. Results from the SRC analysis showed background values of U and a maximum value of 0.02% Th. GPS locations of each sample were recorded as evidence that the historical showing is within the company’s claim boundaries.

Exploration, Development, and Production

Recommendations

Troy Marfleet, P.Geo., and Kimberley Halpin, M.Sc., G.I.T., of Axiom, the authors of the Falcon Property Technical Report, believe that the Falcon Property merits additional follow-up, given the geological setting and the historic results obtained from the project area. An airborne geophysical survey, including gravity, magnetics and radiometrics, has been completed over the entire Falcon Property claim block to identify any additional geophysical anomalies in the claim area. The results from this survey should be used to guide future exploration of the Falcon Property.

In addition to targets generated by the Xcalibur airborne survey the 7 targets zones generated by Condor should be considered for detailed ground geophysical surveys. These areas should also be prospected and mapped if outcrop is present.

A reconnaissance prospecting and sampling program should be completed over the Falcon Property claims, with particular focus on areas of identified geophysical anomalies, the Zone D showing (SMDI 2455) and prospecting up ice from the radioactive boulder field BF-2112-02. Mapping and sampling of the Zone D showing and any other prospective outcrops should be completed, including a structural interpretation.

Any proposed exploration is dependent on funding, permitting, contractor availability and any other reasons an exploration program may be delayed.

Troy Marfleet, P.Geo., and Kimberley Halpin, M.Sc., G.I.T., of Axiom, the authors of the Falcon Property Technical Report, recommend the following exploration activities to better evaluate the potential of the Falcon Property:

Prospective areas identified by the airborne survey or Condor’s geophysical interpretation should be followed up by ground geophysics, mapping and sampling.
The development of an integrated, digitized dataset of the historic data should be completed.
The Zone D showing at the southern edge of the property should be mapped and systematically resampled. Given the REE associated with U+Th elsewhere in the region consideration should be given to adding REE analysis to the assay package.
Reconnaissance prospecting, mapping and sampling should be completed over the entire claim block.
Finally, if warranted, any targets identified will require drill testing.

A proposed exploration budget is provided in Table 5 below.

The following budget outlines a two-phase plan for the Falcon Property.

Phase one would begin with additional geophysical interpretation and digitizing of historical data during the winter and spring of 2023, coupled with ground geophysics focused on areas of greatest interest during winter and spring of 2023. North Shore has commenced desktop work that includes data compilation and prioritization of targets and priority zones that have been identified by its consultants. Ground geophysics would be followed by additional geophysical data interpretation along with satellite imagery analysis. Soil sampling grids would be designed to cover areas highlighted by geophysics or historical data. A summer/fall 2023 field program would consist of outcrop prospecting and sampling over key areas from the analysis of soil sampling results.

A Phase Two drilling program, if warranted, would be based on Phase One results and would occur in the Fall of 2023 or Winter of 2024. The program would focus on targets generated by the geophysics interpretation and the data provided by the prospecting and soil sampling programs in the first phase.

Table 5: Proposed Exploration Budget for the Falcon Property

Phase One – Winter & Summer 2023 – Geophysics Interpretation, Digitization of Historic Data, Ground Geophysics	Phase One – Winter & Summer 2023 – Geophysics Interpretation, Digitization of Historic Data, Ground Geophysics
and Prospecting & Soil Sampling Programs
Item	Cost in CDN$
Geophysical Interpretation and Recommendations	$42,000
Satellite ImageryAnalysis for OutcropLocations	$10,000
Scanning,Digitizingand Georeferencingof All Historical Maps	$25,000
Drone & Ground Geophysics SurveyProgram – Gravityand EM	$105,000
Interpretation of Ground SurveyData	$15,000
Geophysical Modelingand Target Generation	$12,000
Intermediate Geologist for ProspectingProgram(at $950/day)	$13,300
Junior Geologist for Soil SamplingProgram(at $575/day)	$8,050
Accommodations and Food for Programs	$5,600
Travel Expenses	$3,600
Helicopter Costs	$60,000
Assays	$40,000
Reportingof Results	$6,500
Total	$346,050

Phase Two(If warranted) - Autumn 2023 & Winter 2024 – Diamond Drilling	Program
Item	Cost in CDN$
Senior Geologist(at $1150/Day)	$29,900
Intermediate Geologist(at $950/day)	$24,700
Junior Geologist(at $575/day)	$14,950
DrillingContractor	$700,000
Accommodations and Food	$19,600
Travel Expenses	$15,800
Helicopter Costs	$280,000
Assays	$75,000
Geological interpretation and reporting	$10,000
Administration	$5,000
Total	$1,174,950

Potential Risks

As with moving forward on any project there are many risks to be assessed by the operating company. For the Falcon Property, Troy Marfleet, P.Geo., and Kimberley Halpin, M.Sc., G.I.T., of Axiom, the authors of the Falcon Property Technical Report, have identified the following potential risks; commodity price risk, geological risk, and license to operate risk.

Price fluctuations for commodities can have considerable impacts on the viability of mineral deposits and are susceptible to many factors including war, local, governmental and world politics.

With any exploration property there is a possibility that mineral resources, if present, will not be sufficient to be economic. Mineral resources, if present, may not be easily extracted or smaller that estimated.

Stakeholder and regulator expectations and requirements may have unforeseen challenges in operations and licensing.

The West Bear Property

The following information regarding the West Bear Property is based on the West Bear Property Technical Report. The West Bear Property Technical Report was requested in connection with the Transaction. Unless otherwise stated, the information in this section is as of the date of the West Bear Property Technical Report. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein and include references to other sources that are referred to in the West Bear Property Technical Report. Reference should be made to the full text of the West Bear Property Technical Report, which is available for review under Clover Leaf’s profile on SEDAR at www.sedar.com.

Current Technical Report

A technical report in respect of the West Bear Property titled “ Technical Report for the West Bear Property, Saskatchewan, Canada ” with an effective date of February 19, 2023 and prepared by Troy Marfleet, P.Geo. of Axiom, is filed under Clover Leaf’s profile on SEDAR at www.sedar.com.

Project Description, Location and Access

Location and Means of Access

The West Bear Property consists of two discontinuous claim blocks which are comprised of five Saskatchewan Mineral Dispositions: MC00012784, MC00012785, MC00012786, MC00012787 and MC00013898, which total 4,510.91 ha in size (see Table 6 below). At the effective time of the West Bear Property Technical Report, the claims are owned 100% by North Shore. There are currently no risk factors affecting access, title, or the right or ability to perform work on the West Bear Property. In the summer, wildfires pose a risk to the West Bear Property to perform work.

The West Bear Property is located within NAD83 UTM Zone 13N on NTS 74H/16 and 64E/13, approximately 315 km northeast of La Ronge, Saskatchewan and approximately 50 km south of Points North Landing, Saskatchewan. Provincial Highway 905 lies approximately 10 km each of the claims. Despite the proximity to the Highway, the majority of the West Bear Property will require fixed wing aircraft or helicopter for year-round access. Aircraft can be chartered out of Missinipe, Saskatchewan or from Points North Landing, Saskatchewan.

The center of the main claim block lies at approximately latitude 57.4[o] N and longitude 104.0[o] W.

Table 6: Disposition Information

Disposition Number	Owner	Effective Date	Good to Date	Status	Area (Ha)
MC00012784	North Shore 100%	2019-04-16	2023-07-15	Active	1,772.97

MC00012785	North Shore 100%	2019-04-16	2023-07-15	Active	444.94
MC00012786	North Shore 100%	2019-04-16	2023-07-15	Active	1,104.64
MC00012787	North Shore 100%	2019-04-16	2023-07-15	Active	603.91
MC00013898	North Shore 100%	2020-05-04	2023-08-02	Active	584.46

Nature and Extent of Title or Interest in the West Bear Property

Crown Mineral Rights

See “ Part IV – Information Concerning North Shore – The Falcon Property – Property Description, Location and Access – Nature and Extent of Title or Interest in the Falcon Property – Crown Mineral Rights ”.

Crown Reserves

Mineral Claims (Dispositions)

All dispositions pertaining to the West Bear Property Technical Report were recorded in 2019 or later and are therefore subject to the minimum work requirement of $15/ha per year.

Mineral Leases

See “ Part IV – Information Concerning North Shore – The Falcon Property – Property Description, Location and Access – Nature and Extent of Title or Interest in the Falcon Property –Mineral Leases ”.

Surface Leases

West Bear Property Claims

The West Bear Property consists of a total of five Saskatchewan Mineral Dispositions. The claims cover an area of 4,510.91 ha, which at the effective date of the West Bear Property Technical Report are owned 100% by North Shore and are in good standing. North Shore does not have surface rights associated with the mineral claims that comprise the West Bear Property.

Permit Requirements

To conduct exploration activities on Crown land in Saskatchewan permits will be required before work can begin. The permits required will depend on the specific activities included in the proposed exploration program. A drill program on the West Bear Property would require a surface disturbance permit from the Saskatchewan Ministry of Environment, including, but not limited to, an Aquatic Habitat Protection permit, a Work Authorization permit, a Temporary Work Camp permit, and a Temporary Water Rights License for Industrial Water Use.

To the knowledge of Troy Marfleet, P. Geo. of Axiom, the author of the West Bear Property Technical Report, there are no active permits for the West Bear Property.

Agreements and Encumbrances

Agreements and Royalties

The West Bear Property is subject to the West Bear Option Agreement, dated April 18, 2022, between North Shore and Gem Oil. The West Bear Option Agreement grants North Shore the option to acquire an initial 75% interest in the claims with the right to acquire an additional 25% interest. In order to keep the West Bear Option Agreement in good standing North Shore is obligated to pay Gem Oil Inc. $50,000 and $25,000 in cash or common shares in North Shore at North Shore’s election, on April 11 of 2023, 2024 and 2025. At the option of North Shore an aggregate amount of $75,000 in cash or common shares may be paid to Gem Oil.

Included in the West Bear Option Agreement is the stipulation that North Shore incur $270,654.40 in exploration expenditures on the West Bear Property with not less than $135,327.20 of expenditures on or before April 15[th] , 2023. Additional exploration expenditures of $67,663.60 on or before each of the second and third anniversaries are also required to keep the West Bear Option Agreement in good standing.

On exercise of the First Option North Shore shall have the option of the Additional Purchase Right which allows North Shore to Acquire from Gem Oil an additional 25% interest in the West Bear Property for a 100% total interest. To exercise the Additional Purchase Right North Shore must pay $200,000 to Gem Oil and issue to Gem Oil common shares with a market value of $200,000.

The West Bear Property is subject to royalty agreement between North Shore and Gem Oil which states that upon the commencement of production North Shore must pay the 2% NSR royalty or Diamond Proceeds (as may be the case) as per the agreement to Gem Oil. North Shore has the right to acquire one-half the royalty, equal to 1% of net smelter returns, at any time by paying $ 1,000,000. See “ The Falcon Option Agreement and the West Bear Option Agreement – The West Bear Option Agreement ” above.

Significant Factors Affecting Access or Title

Environmental Liabilities

To the knowledge of Troy Marfleet, P. Geo. of Axiom, the author of the West Bear Property Technical Report, there are no outstanding environmental liabilities that may affect the access, title or the right or ability to perform work on the West Bear Property. Environmental liabilities that may affect access to the West Bear Property would include, but are not limited to; summer season wildfires, or above-average rainfall limiting season road access in the spring and summer.

History

Previous Work

Table 7 summarizes the exploration history of the project area. The information has been adapted from the SMDI and the SMAD.

Table 7: Summary of Historic Exploration on the West Bear Project

Time Period	Description of Work
1968	An airborne radiometric survey was flown by Gulf Minerals Company (“Gulf”) followed by a 5-hole diamond drilling program. Only one hole, DDH 5-1 lies within the current claim boundaries.
1969	Gulf Minerals conducted additional ground checks of airborne radiometric anomalies. An additionalairborne geophysicalsurvey was completed.
1975	Conwest Exploration Company Ltd. (“Conwest”) completed ground scintillometer surveys in the projectarea.
1976	Conwest completed additional scintillometer surveying and conducted a reverse circulation drillprogram inthe project area.
1977	Conwest conducted an airborne electromagnetic survey and ground VLF-EM in the project area. Additional RC holes were completed in the project area. They also completed four DDH from two collar locations.
1978	Prospecting, geochemical and geophysical surveys completed by Conwest. An additional five DDHcompletedinthe project area.
1980	Additional ground geophysics, prospecting, soil and till sampling completed by Eldorado Nuclear Ltd. (“Eldorado”).
2005	Helicopter-borne AeroTEM electromagnetic and magnetometer survey completed on behalf of InternationalUraniumCorp.
2007	Denison Mines Corp. (“Denison”) carried out an AeroTEM survey followed by two DDH to test a conductor. Nomineralization reported.
2009	Denisoncompleted groundmagnetics andHLEMsurvey.
2013	Denisonconducted aDC-Resistivity survey.
2015	Denison completed a 3 hole helicopter supported drill program on the Stevenson River Property.

1968-1969: Gulf Mineral Company

(AR 74H16-0002, AR 74H16-0003, AR 64E13-0012, AR 64E13-0013, 64L-0001)

In the summer of 1968 Canadian Aero Mineral Surveys Ltd. conducted an airborne radiometric survey over the West Bear claim area on behalf of Gulf.

Following the airborne survey five drill holes were completed in the area by Gulf, with DDH 5-1 occurring within the current claim boundaries of MC00012784. This vertical hole totaled 287 feet (87.5 m) and intersected Athabasca sandstone interlayered with conglomerate. Strong hematite staining was noted in the drill logs and occurs in association with increased radioactivity. The unconformity is recorded at approximately 142 feet (43.3 m) however the drill log notes that the contact was altered and the blocky broken core make the determination of the exact location difficult. Below the unconformity grey metasedimentary rocks with fine grained pyrite occur between 143 and 159 feet (43.6 to 48.5 m) depth. Below this depth the metasediments change to a mottled pink to greenish color and are highly silicified with local zones of disseminated magnetite or pyrite. Epidote and chlorite both occur as irregular alteration zones. Below 182 feet (55.5 m) there are several intervals of lost core, fault gouge, or healed breccia which may indicate faulting. The hole ended in one of these brecciated zones.

In the summer of 1969 Gulf continued work in the area, focusing on ground checking and prospecting radioactive anomalies identified during the previous year’s airborne radiometric survey. The prospecting noted U3O8 values of up to 0.03% in conglomerate samples, however no exact sample details or locations are provided. The prospecting also noted the presence of black, radioactive minerals in some of the late pegmatites in the region.

In 1969 an additional airborne geophysical survey was flown over the area by Seigel Associates Ltd. on behalf of Gulf. The object of this electromagnetic and magnetometer survey was to identify subsurface conductors in the area and obtain information about the structure of the region. As a part of this survey additional radiometric data was also collected.

1975 – 1978: Conwest Exploration Company Ltd.

(AR 74H-0016, AR 74H-0017, AR 74H-0018, AR 74H-0023, AR 74H-0024, AR 74H-0025)

In the summer of 1975 and 1976 Conwest conducted detailed scintillometer surveys over much of the project area. They concluded that many of the anomalous readings were due to boulders of Athabasca sediments or radioactive pegmatites. A small cluster of slightly elevated scintillometer readings (200 to 1500 cps) was noted at the southern end of MC00012786; the source of the radioactivity in this location was not identified.

In 1976 Conwest conducted a 98-hole reverse circulation drill program in the West Bear region.

In the spring of 1977 Questor Surveys Ltd. of Mississauga, Ontario completed an airborne electromagnetic and magnetometer survey in the Geikie River area on behalf of Conwest.

The airborne survey was followed by a ground VLF-EM survey in 1977 to test the ability to delineate the extension of fault systems and to locate structural intersections within the Athabasca Basin. VLF readings were collected at 100 foot intervals.

Of note was Anomaly 44 and 45 on Conwest CBS 4400. The results from this grid show the D11 structure accompanying the VLF conductor dips to the north at approximately 45[o] . The depth to the conductor was estimated to be between 250 to 600 feet. This area showed a broad zone of conductivity or potentially a layering of multiple conductors. This area was associated with a soil gas anomaly and further work was suggested.

In 1977 Conwest drilled 4 BQ diameter drill holes from two collar locations (see Table 8 below). R-1 and R-2 were collared on what is now claim MC00012784 and R-3 and R-4 lie on MC00012787.

Table 8: 1977 Drilling on West Bear Claims by Conwest

Hole No.	Dip	Azimuth	Unconformity ft	End of Hole ft
R-1	Vertical	-	146’(44.5m)	338’(103m)
R-2	47.5o	180o	198’(60.4 m)	430’(130m)
R-3	Vertical	-	215’(65.5m)	247’(75m)
R-4	61.5o	180o	234’(71.3 m)	418’(127 m)

Only two samples were collected from each of these holes, typically immediately above the unconformity. The U assays range from a low of 0.2 ppm in R-4 to a high of 1.2 ppm in R-2. No assay certificates are present in the assessment work.

During the summer of 1978 Conwest carried out a helicopter supported prospecting and geochemical sampling program. In addition to the sampling programs the area was mapped at a scale of 1:50,000. The D11 structure, which cross cuts the current West Bear claims was assigned high priority.

No uraniferous boulders were identified as a result of this program. The geochemical samples were contaminated in the laboratory and therefore the results were not reported. The mapping identified complex folding and recommended that the airborne geophysical work should be repeated with north-south flight lines to account for the new knowledge of the geology.

The following year Conwest drilled an additional five vertical DDH, totalling 344 m, on what is now MC00012784.

1980: Conwest – Eldorado Nuclear Joint-Venture

(AR 74H09-0050)

In 1980 Eldorado conducted several ground geophysical surveys on the Strumm and Strumm 1 grids in the West Bear Project area (see Table 9 below).

Table 9: Ground Geophysics completed by Eldorado

Grid	VLF-EM(km)	IP/Resistivity (km)	Magnetic (km)	VLEM(km)
Strumm	18.85	29.3	64.25	1.70
Strumm 1	4.75	2.25	-	-

2005: International Uranium Corp.

(AR 74-0016)

In the fall of 2005, a helicopter borne AeroTEM III time domain electromagnetic and magnetometer survey was flown over the project area by Aeroquest Ltd., on behalf of International Uranium Corp.

2006 – 2015: Denison Mines Corp.

(AR 64L04-0135, AR 74H16-0086, AR 74H16-0089, MAW00314, MAW01805)

An AeroTEM III heliborne survey was completed over the Stevenson River area by Aeroquest International on behalf of Denison during the summer of 2007.

A six-hole, 891 m, diamond drill program was completed in the Stevenson River area in September and October of 2007; of these holes both DDH SR-01 and SR-02 appear to lie within the current West Bear claim boundaries (see Table 10 below).

Table 10: Summary of 2007 Drilling in the West Bear claim area (from AR 74H16-0086).

Hole No.	Easting	Northing	Azimuth/Dip	Overburden Depth(m)	Unconformity Depth(m)	End of Hole (m)
SR-01	556,236	6,411,362	350/80	14.5	-	102.2
SR-02	556,551	6,411,117	350/80	8.3	16.6	216.0

In the winter of 2009 Denison completed a ground geophysical survey on the East Bear grid, which corresponds roughly with West Bear claim MC00013898. The geophysical survey on the East Bear grid consisted of 26.6-line km of magnetic and VLF data and 17.0 line km of HLEM. The ground geophysical work on the East Bear grid recorded an east-northeast trending broad conductive trend with a complex, poorly understood geophysical signature. Drill testing between L10+00E and L18+00E, where the conductor appears to be the most distinct, was recommended.

In the winter of 2013 Discovery International Geophysics of Saskatoon, Saskatchewan, was contracted by Denison to complete a 26 line km DC/IP resistivity survey on grid SR-13-G1 to provide better resolution of basement conductivity and to test for possible basement structures along the inferred magnetic break as this may provide conduits of basinal and basement fluids where uranium deposition could occur.

The inverted results from the DC resistivity data show a broad resistivity low that roughly corresponds to the outline of the mapped airborne anomaly. The low is interpreted by Petrie and Donmez (2013) as being limited in depth and overlying a resistive basement. Along the edge of the broad low, the basement signature suggests the feature is partially fault controlled, with near vertical structures interpreted from the resistivity models.

In the summer of 2015 Denison completed three DDH on their Stevenson River Property which largely corresponds with the southern claim block of the West Bear Property. Two additional DDH were completed on the Ahenakew Lake South Property, with the East Bear grid lying almost entirely on claim MC00013898. A summary of these holes is provided in Table 11.

Table 11: Summary Drill Holes by Denison in 2015

Drill Hole	Easting	Northing	Azimuth /Dip	Overburden (m)	Unconformity (m)	End of Hole (m)
Sr-15-08	556041mE	6410857mN	310°/-70°	6.2	11.3	252
Sr-15-09	556999mE	6411659mN	342°/-70°	7.3	9.0	252
Sr-15-10	555492mE	6410932mN	347°/-70°	18	18	252
EB-15-01	559667mE	6417578mN	349°/-75°	12	28.3	150
EB-15-02	562178mE	6418231mN	349°/-75°	12	12	156

Historical Mineral Resource and Mineral Reserve Estimates

No historical mineral resource or mineral reserve estimates have been reported for the West Bear Property.

Historical Production

There has been no historical production from the West Bear Property.

Geological Setting, Mineralization and Deposit Types

Regional Geology

The West Bear Property is located along the eastern margin of the Athabasca Basin and the underlying rocks of the Wollaston Domain. The Wollaston Domain is part of the southeastern Hearne Province, which forms part of the Western Churchill Structural Province.

The Hearne Province in Northern Saskatchewan comprises the Wollaston, Mudjatik and Virgin River domains (Card et al., 2007). The Wollaston Domain, which underlies the West Bear Property area, consists of the north-northeast trending succession of Paleoproterozoic metasedimentary rocks of the Wollaston Supergroup. The Wollaston Supergroup consists of four unconformity bounded metasedimentary sequences which overlie Archean gneiss along the eastern margin of the Hearne Province (Yeo and Delaney, 2007).

The Wollaston Supergroup records an entire Wilson cycle, from continental rifting, as recorded by the Courtenay Lake Group, through the passive margin of the Souter Lake Group, to the ocean closure foreland-basin stage recorded in the Daly Lake and Geikie River Groups (Yeo and Delaney, 2007). These rocks extend beneath the eastern portion of the Athabasca Basin and form the basement lithologies underlying several of the uranium deposits of the eastern Athabasca Basin (Yeo and Savage, 1999; Yeo and Delaney, 2007).

Overlying the rocks of the Wollaston Supergroup, and separated from it by an angular unconformity, are the Athabasca Group sandstones, conglomerates, and mudstones The unconformity between the Wollaston Supergroup and the Athabasca sediments is marked by variable thicknesses of red, hematitic regolith which underlie the Athabasca strata, grading downward through green, chlorite altered rock and into fresh basement lithologies (Jefferson et al., 2007).

Local Geology

The Wollaston Supergroup hosts both uranium and base-metal occurrences. The major uranium deposits in the eastern Athabasca Basin occur at or near the unconformity between the undeformed siliciclastic rocks of the Athabasca Group and the deformed and metamorphoses rocks of the Wollaston Supergroup. The mineralization is typically associated with graphitic pelite and with fault zones, generally localized along older basement faults or pelitic strata (Yeo and Delaney, 2007; Jefferson et al., 2007).

At the unconformity between the Athabasca Group and the underlying basement rocks there is typically a variably developed paleoweathering profile. The depth of the paleoweathering ranges from a few centimeters to over 100 m in thickness, with local deeper pockets developed along fault zones. The red, hematitic regolith grades downward through green chloritic altered rock into fresh basement rocks. In mineralized regions there may be a bleached zone which variably overprints the red hematitic regolith (Jefferson et al., 2007).

The Athabasca Group consists relatively flat-lying, unmetamorphosed Paleoproterozoic to Mesoproterozoic sediments and is made up of four unconformity-bounded, broadly upward-fining, dominantly fluvial siliciclastic sequence (Jefferson et al., 2007). In the eastern Athabasca Basin, the Read Formation unconformably overlies the Wollaston metasediments. The Read Formation consists of a vertically and laterally heterogeneous succession of crossbedded quartz arenite, conglomerate, and red silty mudstone (Ramaekers et al., 2007).

The Read Formation is unconformably overlain by the Bird Member of the Manitou Falls Formation (MFb) (Jefferson et al., 2007). The MFb consists of a minimum of 2% quartz-pebble conglomerate beds which are greater than 2 cm in thickness. The sediments are dominantly quartz-rich, with minor clay matrix and are broadly upward fining (Ramaekers et al., 2007).

Property Geology

The main claim block of the West Bear Property is predominantly underlain by Athabasca sandstones. The thickness of the sandstone in this area ranges from 0 m to approximately 177 m and consists of the Bird Members of the Manitou Falls Formation and the underlying Read Formation. The basement rocks unconformably underlying the Athabasca sandstones consist of the metasedimentary rocks of the Wollaston Supergroup (Burry, 2015).

The contact between the Athabasca Sandstone and the underlying Wollaston metasediments runs diagonally through the southern claim block; only the western portion of these claims have Athabasca Group sandstone cover. Two prominent fault directions are recognized in this area: east-northeast trending reverse faults with moderate south-east dips which are typically associated with graphitic pelitic gneisses, and a north-south sinistral fault system which was interpreted by Bury (2015) as being related to the Tabbernor Fault System. The north-south faults appear as major lineaments of low magnetic susceptibility (Donmex and Petrie, 2010; Burry, 2015).

Showings and Mineralization

The Athabasca Basin is host to the world’s largest high-grade uranium deposits; the West Bear Property lies along the margin of this basin at the contact between the Athabasca Group sediments and the underlying Wollaston metasediments (Card et al., 2007). Unconformity-type uranium mineralization in the Athabasca Basin is associated

with graphitic Wollaston Supergroup pelites and with basement faults which have undergone brittle re-activation following the deposition of the Athabasca Group (Yeo and Delaney, 2007).

As at the effective date of the West Bear Property Technical Report, there have been no mineralized showings identified on the West Bear Property.

Deposit Types

Economic concentrations of uranium can be found in a variety of geological environments. On the West Bear Property, the primary deposit type of interest is unconformity-associated uranium mineralization. Unconformity-associated uranium deposits of the Athabasca Basin are the world’s largest high-grade uranium resource (Card et al., 2007).

In the Athabasca Basin uranium deposits occur in three general locations spatially related to the unconformity between the basement rocks and the overlying Athabasca sediments. The first category consists of deposits which form in clay altered sandstone immediately above the unconformity and commonly extending into altered basement, such as what is observed at Cigar Lake or Key Lake. The second category is deposits which form in silica altered sandstone immediately above the unconformity, extending into altered basement and enveloped by a hydrothermal silica-rich zone, similar to what is observed at McArthur River. Finally, the third category consists of mineralization controlled by fractures and faults in basement rocks at or near the unconformity, such as what occurs at Rabbit Lake (Gandhi, 2007).

Unconformity-associated uranium deposit types can consist of pods, veins, and semi-massive replacements of uraninite. A wide variety of compositional ranges from monometallic and generally basement hosted veins to polymetallic lenses located just above or straddling the unconformity can occur. Variable concentrations of nickel and cobalt may occur in association with these deposits (Jefferson et al., 2007).

The mineralization is typically associated with graphitic-rich pelites and fault zones that are commonly localized along older, re-activated basement faults or pelitic strata (Yeo and Delaney, 2007). Faulting of graphitic units enhances fluid flow, providing permeable channels for the mineralizing fluid to move through the rock and can provide a structural trap for uranium mineralization. The graphite may serve as a key source of reductant in the geochemical process required for uranium deposition (Jefferson et al., 2007).

Exploration for these deposits has traditionally focused on airborne and ground electromagnetic methods due to the recognition of an association between graphitic faults and uranium deposits. These methods have remained one of the most effective tools to identify the location, depth, and characteristics of basement conductors. Airborne magnetic surveys can serve to identify faults and favorable basement lithological units as mapped by the magnetic gradients between the Archean gneiss domes and the Wollaston Supergroup (Jefferson et al., 2007).

Exploration

Clover Leaf has not conducted any exploration on the West Bear Property. In May of 2022 North Shore initiated a geophysical exploration program on the West Bear Property. The first component of the exploration program, contracted to Condor of Denver, Colorado, is an assessment and reinterpretation of the publicly available airborne geophysical data available for the West Bear Property.

The second component of the exploration program is an airborne gradiometer, radiometric and magnetic survey of the West Bear Property flown by Xcalibur of Mississauga, Ontario. The objective of this survey is to assist in the identification of alteration zones, which will appear as lows in high-resolution gradiometry. The magnetic data will assist in the structural mapping and interpretation and the radiometrics will detect surface expression of any radioactive mineralization.

Condor Geophysical Assessment and Interpretation

Condor’s work on the West Bear Property involved the assessment, reprocessing and reinterpretation of historical airborne magnetic and electromagnetic surveys flown over the West Bear Property in 2005 and 2007. Four AeroTEM

blocks partially overlap with what is now the West Bear Property. The southern claim block is covered by the Jasper, Patterson, and Stevenson survey blocks and claim MC00013898 is covered by the Ahenekew block. Survey specification summaries are provided in Table 12 below.

Table 12: Survey specification summaries of West Bear AeroTEM coverage

Survey Block	Line Spacing (m)	Line Direction	Coverage (line-km)	Date Flown
Patterson	200	348o/168o	1930.1	July18–November 20,2007
Jasper-Wedge	200	320o/140o	2684.6	August21 –November 20,2007
Stevenson	300	308o/128o	925.8	September 29–October7,2005
Ahenekew	300	0o/90o	154.4	September 20–July 9,2005

Both the 2007 and 2005 AeroTEM surveys were flown by Aeroquest International of Mississauga, Ontario. The principal geophysical sensor used in these surveys was the AeroTEM III time domain helicopter electromagnetic system which was employed in conjunction with a high-sensitivity cesium vapor magnetometer. Ancillary equipment used during these surveys consisted of a real-time differential GPS navigation system, radar altimeter, video recorder and a base station magnetometer.

Geophysical Target Model

A target model based on the 2007 and 2005 geophysical surveys has been developed by Condor to assist in target selection and prioritization on the West Bear Property. The target model emphasizes the location of conductors as strong bedrock conductors may correlate to graphite bearing faults. These faults act as potential conduits for mineralizing fluids and may correlate with economic concentrations of uranium. The conductors are delineated through EM anomaly picking, an analysis of conductivity depth sections, and grids generated from conductivity inversion of the EM data. The targeting also considered the presence of magnetic gradients or areas where there is a shift from magnetic high to low that may represent the contact between Archean gneissic domes and the Wollaston metasediments (Jefferson et al., 2007; Peterson et al., 2022).

Target Zones

The target zones are deemed to be logical groupings of anomalous features within the data set based on the assessment of geological and geophysical data in the context of the Target Model. The target zone selection was completed for the area within the two property outlines and an approximately 1 km buffer zone surrounding them. Due to the lack of EM conductors within the claim block the target zones are largely attribute to the magnetics, mapped geological structures and AdTau (see Table 13 below).

Three target zones were identified on the southern claim block of the West Bear Property. For Target 1, there is a linear trend which is interpreted to be a thin, subvertical conductor. The 2D inversion shows a deeper conductive source for this anomaly rather than a surface anomaly. The linear conductor on the southeastern corner of the claim is split into two target zones due to the small offset between Target 2 and 3, possibly due to faulting. Targets 2 and 3 are located on the edge of a large magnetic ridge further to the southeast that is not covered by the AeroTEM data.

Table 13: Target Zone Summary

Target Zone	Geology	EM	Magnetics	Comments	Priority
1	Conglomerate quartz arenite of the Bird Fm. (MFb), along a NE trending fault.	One moderate conductor pick.	Moderate to high magnetic gradient.	Nearby a U occurrence/anomaly on the other side of thefault.	Moderate
2	Conglomerate quartz arenite of the Bird Fm. (MFb), alonga north trendingfault.	No conductor picks.	Moderate magnetic gradient.	Based on geologic and magnetic information.	Low

Target Zone	Geology	EM	Magnetics	Comments	Priority
3	Conglomerate quartz arenite of the Bird Fm. (MFb), alonga NE trendingfault.	No conductor picks.	Moderate magnetic gradient.	Based on geologic and magnetic information.	Low

Condor Conclusions and Recommendations

Condor recommended ground truthing, geological mapping and soil sampling of the identified target zones. To add confidence to the target zones multiple geophysical techniques can serve to improve definition. Conductive plate modelling of discrete conductors is recommended prior to any drilling or ground EM survey, aiming to better estimate the geometry of the conductor. In areas where the conductor response is relatively simple a fixed-loop EM survey should be sufficient; more complex or poorly defined responses may require a moving loop EM survey.

If open holes are available, borehole time-domain EM may assist in locating off-hole conductors. Borehole EM provides the advantage of measuring the EM response below the surface, where it is better able to identify conductors that are deep or that may be obscured by airborne or surface surveys.

Xcalibur Airborne Geophysical Survey

An airborne gravity gradiometer, magnetic survey, and radiometric survey was flown over the West Bear Property by Xcalibur between October 6[th] and October 9[th] of 2022. The purpose of this survey was to identify, if possible, any probable areas of local uranium concentration. A total of 610 line-km of data was collected over the West Bear Property and vicinity. The survey was flown at a heading of 309[o] with a line spacing of 100 to 200 m. Tie lines were flown at a heading of 039[o] with a spacing of 2000 m. The nominal terrain clearance was 80 m above ground level. Field processing and quality control checks were performed daily.

Survey Specifications

The survey was flown using an Xcalibur Multiphysics Cessna C208B turbo prop aircraft. The survey utilized a Falcon AGG System, including Lockheed Martin Airborne Gravity Gradiometer with single near-vertical spin-axis, dual complement Gravity Gradiometer Instrument. The Gamma-ray spectrometer was a Radiation Solutions RS-500. The main spectrometer, total count, potassium, uranium, thorium and cosmic windows are recorded, along with the entire 256-channel spectrum at a rate of 1 sample per second. A Scintrex CS-3 cesium vapor magnetometer, mounted on a stinger, was used for the magnetic data collection. The sampling rate of the airborne magnetometer was 0.1 s.

A digital terrain model was generated for the Falcon area by combining laser scanner data with GPS position and height data. This data was supplemented by SRTM v3 data which has a one arc second resolution. The laser scanner data were gridded at 10 m with a 1 cell maximum beyond the data limits. Gaps between lines, and to extend coverage beyond the survey area, utilized SRTM data.

Data processing completed by Xcalibur used Osis Montaj processing and imaging software, GrafNav Differential GPS processing software, and two proprietary Xcalibur processing programs.

Methodology

The gravity data is used to identify low density zones that may be related to hydrothermal alteration and the radiometric data identifies anomalies related to increased uranium concentrations in shallow geologic environments (Earthfield, 2023).

Results and Interpretation

Earthfield’s analysis identified several potential uranium targets within the West Bear Property. Numerous fracture zones exist within the basement and have been identified by Earthfield utilizing inversion analysis and a depth to basement/fault/fracture map developed. The Reduction to Pole residual magnetic map may help identify hydrothermal alteration zones associated with graphite or uranium deposition. Graphite is typically related to magnetic anomaly lows (Figure 9-5). As graphite is also low density it can produce high frequency gravity anomaly lows as well. Radiometric maps were also generated by Earthfield, including both total count and concentration maps.

Complete lineament analysis was completed by Earthfield to produce lineament and intersection density maps. These maps indicate the areas with the highest fracture potential.

The results of all the analyses were combined by Earthfiled using a proprietary, weighted, Boolean approach to produce a risk-reduced Uranium Target Map.

Drilling

There has been no drilling completed on the West Bear Property by North Shore or Clover Leaf as at the effective date of the West Bear Property Technical Report. A summary of the historic drilling that has been completed in the vicinity of the West Bear Property is included in “ History – Previous Work ” above.

Sampling, Analysis and Data Verification

No samples have been collected from the West Bear Property by North Shore.

Data Verification

Troy Marfleet, P.Geo. of Axiom, the author of West Bear Property Technical Report, has reviewed all historical exploration work on the West Bear Property recorded in publicly available assessment files from the Government of Saskatchewan Ministry of Energy and Resources in the Saskatchewan Mineral Assessment Database. It is the opinion of Troy Marfleet, P.Geo. and Qualified Person, that the available data is sufficient for the purposes used in the West Bear Property Technical Report.

Axiom Site Visit

A site visit to the West Bear Property was made by Mr. Troy Marfleet, P.Geo, of Axiom on October 3[rd] , 2022, on behalf of North Shore. A historic boulder sample traverse conducted by Denison identified anomalous geochemistry along the Northern boundary of claim MC00012784. During the site visit, the trend was traversed & sampled, in an attempt to duplicate Denison’s anomalous geochemistry results. The traverse identified sandstone lithology, featuring the distinctive quartz-pebble conglomerate of the basal MFA Athabasca sandstone. A multi-element ICPMS analysis was conducted by SRC Laboratories in Saskatoon, Saskatoon, but did not show any anomalous geochemistry in the five sandstone samples. Due to the ice-flow direction, it is likely that any boulders showing anomalous geochemistry on the Northern border of the West Bear Property is due to the down-ice direction from the known deposits adjacent to the North.

Exploration, Development, and Production

Recommendations

Troy Marfleet, P.Geo. of Axiom, the author of West Bear Property Technical Report, believes that the West Bear Property merits additional follow-up, given the geological setting and the historic results obtained from the project area. An airborne geophysical survey, including gravity, magnetics and radiometrics, has been completed over the majority of the West Bear claims. This survey, combined with the reinterpretation of the 2005 and 2007 airborne geophysical surveys, has identified several target zones which should be considered for more detailed follow-up.

The recommended exploration program consists of reconnaissance prospecting and sampling over the entirety of the claims, combined with detailed ground geophysical surveys over the identified target zones. The target areas should also be prospected and mapped if outcrop is present. North Shore has commenced desktop work that includes data compilation and interpretation and prioritization of target zones that have been identified by its consultants.

Troy Marfleet, P.Geo. of Axiom, the author of West Bear Property Technical Report recommends the following exploration activities to better evaluate the potential of the West Bear Property:

Prospective areas identified by the airborne survey or Condor’s geophysical interpretation should be followed up by ground geophysics, mapping, and sampling.
Reconnaissance prospecting, mapping, and soil sampling should be completed over the entire claim area.

Any proposed exploration is dependent on funding, permitting, contractor availability and any other reasons an exploration program may be delayed.

If warranted, after the results of the recommended program are received, a diamond drill program should be considered. The drilling program would focus on targets generated from the geophysical interpretations, and the data from the prospecting and soil sampling program.

A proposed exploration budget is provided below in Table 14.

Table 14: Proposed Exploration Budget for the West Bear Property

Item	Cost in CDN$
Geophysical Modeling andTargetGeneration	$30,000
SatelliteImageryAnalysisforOutcropLocations	$10,000
Drone & Ground Geophysics SurveyProgram –Gravity andEM	$40,000
InterpretationofGround SurveyData	$10,000
Intermediate Geologist for ProspectingProgram(at$950/day)	$6,650
JuniorGeologist forSoilSamplingProgram(at$575/day)	$4,025
Accommodations andFoodfor Programs	$2,800
Travel Expenses	$1,800
HelicopterCosts	$37,500
Assays	$14,000
Reporting of Results	$6,500
Total	$163,275

Potential Risks

As with moving forward on any project there are many risks to be assessed by the operating company. For this project, the authors have identified the following potential risks; commodity price risk, geological risk, and license to operate risk.

Price fluctuations for commodities can have considerable impacts on the viability of mineral deposits and are susceptible to many factors including war, local, governmental and world politics.

Stakeholder and regulator expectations and requirements may have unforeseen challenges in operations and licensing.

Vendors and Gem Oil are Not Non-Arm’s Length Parties and Prior Expenditures on the Properties

Neither the Vendors nor Gem Oil are a Non-Arm’s Length Party of the Resulting Issuer, no other assets will be transferred or liabilities assumed by the Resulting Issuer in connection with the acquisition of the Falcon Property or the West Bear Property, and there has been no exploration, development or exploration activities in respect of the Falcon Property or the West Bear Property by the Vendors, Gem Oil, or any predecessor in interest. The only expenditures in connection with the Falcon Property and the West Bear Property in the last two years by the Vendors, Gem Oil or any predecessor in interest were $7,647 of claim registration costs incurred by the Vendors in respect of the Falcon Property. There are no Non-Arm’s Length aspects between North Shore and either of the Vendors and Gem Oil, and there are no Non-Arm’s Length aspects between Clover Leaf and either of the Vendors and Gem Oil.

Management’s Discussion and Analysis

The North Shore MD&A are attached hereto at Appendix “D” and should be read in conjunction with North Shore’s Financial Statements attached hereto at Appendix “C”.

Description of the Securities

Common Shares

The authorized capital of North Shore consists of an unlimited number of North Shore Shares, of which 16,725,100 North Shore Shares are currently outstanding. The North Shore Shares are without par value and entitle the North Shore Shareholders thereof to receive notice of, attend and vote at all meetings of the North Shore Shareholders. Each North Shore Share carries one vote at such meetings. North Shore Shareholders are entitled to dividends as and when declared by the North Shore Board. In the event of the voluntary or involuntary liquidation, dissolution or winding-

up of North Shore, after payment of all outstanding debts, the remaining assets of North Shore available for distribution will be distributed to the North Shore Shareholders.

Subscription Receipts

It is anticipated that a total of 16,666,667 Subscription Receipts will be issued pursuant to the Concurrent Offering. See “Part II – Information Concerning the Transaction – The Concurrent Offering”.

Holders of Subscription Receipts have no claim to dividend rights, voting rights, rights upon dissolution or windingup of the Resulting Issuer, pre-emptive rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, or provisions requiring a holder to contribute additional capital, other than the conversion rights.

Consolidated Capitalization

The following table sets forth North Shore’s capitalization and outstanding debt as at the dates indicated below, as more particularly described in the North Shore Financial Statements, which are attached hereto at Appendix “C”.

Designation of Security or Debt	Amount Outstanding as at December 31, 2022	Amount Outstanding as at the Filing Statement Date (after giving effect to the Concurrent Offering)
North Shore Shares	16,725,100	16,725,100
Subscription Receipts	Nil	16,666,667(1)

(1) It is anticipated that an aggregate of 16,667,667 Subscription Receipts will be issued pursuant to the Concurrent Offering. See “ Part II – Information Concerning the Transaction – The Concurrent Offering ”.

Prior Sales

During the 12-month period prior to the date of this Filing Statement, North Share has issued the following securities:

During the 12-month period prior to the date	of this Filing Statement, North Share	has issued the following securities:
Date of Issuance	Number and Type of Securities	Issue Price per Security
November 28, 2022	200,000 North Shore Shares	Issue price of $0.10
October 14, 2022(1)	5,775,000 North Shore Shares	Issue price of $0.10
September 16, 2022(2)	10,750,000 North Shore Shares	Issue price of $0.02

(1) Of these North Shore Shares, 650,000 North Shore Shares were issued to Andrew Stewart, a director of North Shore.

(2) Of these North Shore Shares, 2,500,000 North Shore Shares were issued to Andrew Stewart, a director of North Shore; 400,000 North Shore Shares were issued to James Arthur, a director of North Shore; and 1,000,000 North Shore Shares were issued to Brooke Clements, the President of North Shore (of which 500,000 North Shore Shares were issued pursuant to a debt settlement agreement. See “ Non-Arm’s Length Transactions ” below).

It is anticipated that an aggregate of 16,667,667 Subscription Receipts will be issued pursuant to the Concurrent Offering. See “ Part II – Information Concerning the Transaction – The Concurrent Offering ”.

Trading Price and Volume

The North Shore Shares are not traded or quoted on a marketplace.

Executive Compensation

The following section describes the executive compensation practices of North Shore for the period from incorporation on November 23, 2021 to December 31, 2021 and for the year ended December 31, 2022. For the purposes of the

below discussion, Brooke Clements, the President, was the only NEO of North Shore as he acted in a similar capacity as a CEO.

Oversight and Description of Director and NEO Compensation

North Shore does not have a compensation committee or a formal compensation policy. North Shore relies solely on the North Shore Board to determine the compensation of the NEO. In determining compensation, the North Shore Board considers industry standards and North Shore’s financial situation but does not rely on any formal objectives or criteria. The performance of the NEO is informally monitored by the North Shore Board, having in mind the business strengths of the individual and the purpose of originally appointing the individual as an officer.

North Shore has no arrangements, standard or otherwise, pursuant to which directors are compensated by North Shore for their services in their capacity as directors. No compensation was paid or is payable to any director of North Shore for their respective services as a director during the period from incorporation on November 23, 2021 to December 31, 2021, or at any time during the financial year ended December 31, 2022.

Director and NEO Compensation, Excluding Options and Compensation Securities

Name and Position	Period	Salary, Consulting Fee, Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites	Value of all other Compensation	Total Compensation
Brooke Clements President and Director	Financial year ended December 31, 2022 Period from Incorporation (1)to December 31, 2021	$77,500 $5,500	$Nil $Nil	$Nil $Nil	N/A N/A	N/A N/A	$77,500(2) $5,500(2)
Andrew Stewart Director	Financial year ended December 31, 2022 Period from Incorporation(1) to December 31, 2021	$Nil $Nil	$Nil $Nil	$Nil $Nil	N/A N/A	N/A N/A	$Nil $Nil
James Arthur Director	Financial year ended December 31, 2022 Period from Incorporation(1) to December 31, 2021	$Nil $Nil	$Nil $Nil	$Nil $Nil	N/A N/A	N/A N/A	$Nil $Nil

(1) North Shore was incorporated on November 23, 2021.

(2) Consulting fees were paid to JBC Ventures, which is a company controlled by Brooke Clements.

Stock Option Plans and Other Incentive Plans

North Shore does not have a stock option plan, and there are no outstanding stock options as at the date of this Filing Statement.

Pension Plan Benefits

North Shore does not maintain any defined benefit, contribution, or pension plans and no director or NEO of North Shore was eligible for any payments or other benefits in connection with retirement under any defined benefit, contribution, or pension plan during the period from incorporation on November 23, 2021 to December 31, 2021, or at any time during the financial year ended December 31, 2022.

Employment, Consulting and Management Agreements

On October 1, 2022, North Shore entered into the Consulting Agreement with JBC Ventures and Brooke Clements in respect of which Brooke Clements agreed to provide consulting and advisory services to North Shore from October 1, 2022 to March 31, 2023 in exchange for compensation of $8,000 plus GST for each month of services provided. The Consulting Agreement replaced and superseded previous consulting agreements among North Shore, JBC Ventures and Brooke Clements. On February 28, 2023, the term of the consulting agreement was extended to June 30, 2023.

Non-Arm’s Length Transactions

On September 14, 2022, North Shore entered into a debt settlement agreement with Brooke Clements, the President of North Shore, whereby North Shore settled debt in the amount of $10,000 owed to Brooke Clements in respect of consulting fees by the issuance of 500,000 North Shore Shares at an issue price of $0.02 per North Shore Share. See “ Prior Sales ” above.

On September 1, 2022, North Shore entered into a consulting agreement with JBC Ventures and Juanita Clements, a civil engineer and the wife of Brooke Clements who is a contractor of JBC Ventures, pursuant to which North Shore agreed to pay JBC Ventures $1,500 plus GST per month for the services of Juanita Clements for the six month period from September 1, 2022 to February 28, 2023. In consideration for the aforementioned payments, JBC Ventures agreed to provide the services of Juanita Clements for preparation of maps, management of North Shore’s Geographical Information System database, administrative tasks on behalf of North Shore, and other tasks as agreed to among the parties. On February 28, 2023 the term of the consulting agreement was extended to June 30, 2023.

Legal Proceedings

North Shore is neither a party to, nor is any of its property the subject matter of, any legal proceedings, nor are any such proceedings known to North Shore to be contemplated by any party since the beginning of the fiscal year ended December 31, 2022, being the most recently completed financial year for which North Shore Financial Statements are being included in this Filing Statement.

There have been no penalties or sanctions imposed against North Shore by a court relating to provincial and territorial securities legislation or by a securities regulatory authority within the three years immediately preceding the date of this Filing Statement and there have been no other penalties or sanctions imposed against North Shore that would be necessary to be disclosed for this Filing Statement to contain full, true and plain disclosure of all material facts relating to North Shore. North Shore has not entered into any settlement agreements with a court relating to provincial and territorial securities legislation or with a securities regulatory authority within the three years immediately preceding the date of this Filing Statement.

Material Contracts

North Shore has not entered into any material contracts, outside of the ordinary course of business, prior to the date hereof, other than:

(a) the Falcon Option Agreement. See “ Development of the Business – The Falcon Option Agreement and the West Bear Option Agreement – The Falcon Option Agreement ” above;
(b) the West Bear Option Agreement. See “ Development of the Business – The Falcon Option Agreement and the West Bear Option Agreement – The West Bear Option Agreement ” above;
(c) the Share Exchange Agreement. See “ Part II – Information Concerning the Transaction –The Share Exchange Agreement ”; and
(d) the Credit Facility Agreement. See “ Development of the Business – History ”.

In addition, North Shore anticipates entering into the Subscription Receipt Agreement with Odyssey Trust, as subscription receipt agent, in connection with the Concurrent Offering. See “ Part II – Information Concerning the Transaction – The Concurrent Offering ”.

PART V – INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transaction basis and is reflective of the projected business, financial and share capital position of the Resulting Issuer. This section only includes information respecting the Resulting Issuer that is materially different from information provided earlier in this Filing Statement. Following the completion of the Transaction, the Resulting Issuer will carry on the businesses currently carried on by North Shore. See the various headings under “Information Concerning Clover Leaf” and “Information Concerning North Shore” for additional information regarding Clover Leaf and North Shore, respectively. See also the Pro Forma Financial Statements of the Resulting Issuer attached hereto as Appendix “E”.

Corporate Structure

Name and Incorporation

The Resulting Issuer is expected to conduct business under the name “North Shore Uranium Ltd.”. The Resulting Issuer will continue to be governed under the BCBCA. The Resulting Issuer’s head office and registered office will be located at Unit 1 – 15782 Marine Drive, White Rock, British Columbia, V4B 1E6.

Intercorporate Relationships

Following Closing of the Transaction, the Resulting Issuer will be the sole shareholder of North Shore and North Shore will thereby be a wholly owned Subsidiary of the Resulting Issuer.

Narrative Description of the Business of the Resulting Issuer

Business Objective and Milestones

The near-term business objectives of the Resulting Issuer are to become a major force in the exploration for economic uranium deposits at the eastern margin of Saskatchewan’s Athabasca Basin, a good jurisdiction for discovering new mineable high-grade uranium deposits. The Resulting Issuer will work to achieve those objectives by conducting exploration programs on its two properties, the Falcon Property and the West Bear Property and evaluating opportunities to increase its portfolio of properties in the region.

The first milestone for the Resulting Issuer will be completion of the Transaction in Q2, 2023. After that, evaluation of the West Bear Property and the Falcon Property will begin immediately. The first phase of evaluation for both properties will consist of desktop studies, ground and/or airborne geophysical surveys and prospecting, mapping and soil sampling. This phase of evaluation is scheduled to continue for a year with the budgets through the second quarter of 2024 being $364,050 and $163,275 for the Falcon Property and the West Bear Property, respectively. In addition, $140,675 is allocated for additional exploration work on the Falcon Property or the West Bear Property or other investigations in the region. Results from the phase one programs will be evaluated on an ongoing basis, and if warranted, drilling could commence on one or both of the properties as early as late 2023. The estimated budget for the drill programs is $2.2 million.

After completion of the Transaction, management of the Resulting Issuer will assess its staffing needs and work to engage key personnel required for the business. Another aspect of the business will be to continually evaluate opportunities to expand the Resulting Issuer’s portfolio of uranium exploration properties at the eastern margin of the Athabasca basin. The Resulting Issuer will continue to evaluate its needs for more funds and work to take advantage of fundraising opportunities.

Upon completion of the Transaction, the Resulting Issuer will carry on the businesses of North Shore. See “ Part IV – Information Concerning North Shore – Development of the Business”, “Available Funds” below and “Principal Purposes ” below.

Exploration and Development Activities

The Resulting Issuer intends to implement the work programs based upon the recommendations in the Falcon Property Technical Report and the West Bear Property Technical Report. See “ Part IV – Information Concerning North Shore – Development of the Business – The Falcon Property” and “ Part IV – Information Concerning North Shore – Development of the Business – The West Bear Property ”.

Description of the Securities

Upon completion of the Transaction, the authorized capital of the Resulting Issuer will consist of an unlimited number of Resulting Issuer Shares and will continue to be the same as the current authorized capital of Clover Leaf. The Resulting Issuer Shares will have the same rights, privileges, restrictions and conditions as the Clover Leaf Shares, as described under “Part III – Information Concerning Clover Leaf – Description of the Securities” .

See “ Fully Diluted Share Capital ” below for the total anticipated fully diluted share capital of the Resulting Issuer.

Selected Pro Forma Consolidated Capitalization

The following table sets forth the capitalization of the Resulting Issuer after giving effect to the Concurrent Offering and the Transaction based on the pro forma statements of the Resulting Issuer attached in this Filing Statement as Appendix “E” – Unaudited Pro Forma Financial Statements of the Resulting Issuer .

Designation of Security	Amount Authorized or to be Authorized	Amount Outstanding after Giving Effect to the Concurrent Offering and the Transaction
Resulting Issuer Shares	Unlimited	45,241,767(1)
Resulting Issuer Options	10% of issued and outstanding Resulting Issuer Shares	1,185,000(2)
Resulting Issuer Warrants	N/A	465,000(3)

(1) This assumes that 16,666,667 Subscription Receipts will be issued pursuant to the Concurrent Offering. See “ Part II – Information Concerning the Transaction – The Concurrent Offering ” for further information regarding the Concurrent Offering.

(2) See “ Security Based Compensation ” below.

(3) See “ Part III – Information Concerning Clover Leaf – Description of the Securities – Warrants ”. See “ Part II – Information Concerning the Transaction – The Concurrent Offering ” for further information regarding the Concurrent Offering.

(4) After giving effect to the Concurrent Offering and the Transaction, (i) the shareholder's equity of the Resulting Issuer will be $5,293,335, and (ii) the accumulated deficit of the Resulting Issuer will be $3,877,100.

Fully Diluted Share Capital

The following table sets forth the expected fully-diluted share capital of the Resulting Issuer on a pro forma basis upon closing of the Concurrent Offering and the Transaction:

Description of Issue	Number of Resulting Issuer Shares After Giving Effect to the Concurrent Financing and the Transaction	Percentage of Total (fully diluted)
Resulting Issuer Shares:
Held by current Clover Leaf Shareholders	11,850,000	25.27%
Issuable to current North Shore Shareholders	16,725,100	35.67%
Issuable to Subscription Receipts Subscribers(1)	16,666,667	35.54%
Sub Total (Undiluted):	45,241,767	96.48%

Description of Issue	Number of Resulting Issuer Shares After Giving Effect to the Concurrent Financing and the Transaction	Percentage of Total (fully diluted)
Resulting Issuer Convertible Securities:
Resulting Issuer Shares issuable on exercise of Resulting Issuer Options(2)	1,185,000	2.53%
Resulting Issuer Shares issuable on exercise of Clover Leaf 2022 Broker Warrants(3)	465,000	0.99%
Total (Fully-Diluted):	46,891,767	100%

(1) This assumes that 16,666,667 Subscription Receipts will be issued pursuant to the Concurrent Offering. See “ Part II – Information Concerning the Transaction – The Concurrent Offering” for further information regarding the Concurrent Offering.

(2) See “Security Based Compensation” below.

(3) See “Part III – Information Concerning Clover Leaf – Description of the Securities – Warrants ”.

(4) See “ Part II – Information Concerning the Transaction – The Concurrent Offering” .

Available Funds and Principal Purposes

Funds Available

The following table sets forth the funds anticipated to be available to the Resulting Issuer after the closing of the Concurrent Offering and the Transaction:

Source of Funds	Amount
Estimated working capital(1)	$325,000
Net proceeds from the Concurrent Offering(2)	$4,650,000
Total Estimated Funds Available	$4,975,000

(1) Based on the estimated working capital of Clover Leaf as at April 30, 2023 of $$300,000 and an estimated working capital of North Shore as at April 30, 2023 of $25,000.

(2) After deducting approximately $50,000 in anticipated costs and expenses associated with the Concurrent Offering and approximately $300,000 in anticipated cash commissions to be paid to finders associated with the Concurrent Offering. See “ Part II – Information Concerning the Transaction – The Concurrent Offering ”.

Dividends or Distributions

It is not expected that the Resulting Issuer will declare any dividends for the foreseeable future. There are no restrictions in the Resulting Issuer’s articles or elsewhere which could prevent the Resulting Issuer from paying dividends subsequent to the completion of the Transaction. The Resulting Issuer Board will determine if, and when, to declare and pay dividends in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer’s financial position at the relevant time. Holders of Resulting Issuer Shares will be entitled to an equal share in any dividends declared and paid on the Resulting Issuer Shares on a per share basis.

Principal Purposes of Funds

The following table summarizes the expenditures anticipated by the Resulting Issuer to be required to achieve its business objectives during the 12 months following completion of the Transaction:

Anticipated Use of Funds	Amount
Phase 1 Work Program for the Falcon Property(1)	$346,050
Phase 1 Work Program for the West Bear Property(2)	$163,275

Anticipated Use of Funds	Amount	Amount
Drilling(3)		$2,200,000
Property Option Payments		$75,000
Additional Work on the Falcon Property and/or the West Bear Property or work related to the investigation of new properties in the region		$140,675
_Other Expenses: _		0
Salaries and Consulting Fees		$1,020,000
Legal Fees(4)		$260,000
Audit and Accounting Fees(5)		$155,000
Public Company Costs(6)		$150,000
General and Administrative for the 12 months following the completion of the Transaction(7)		$100,000
Unallocated working capital		$365,000
Total Estimated Uses of Funds		$4,975,000

(1) See “ Part IV – Information Concerning North Shore – The Falcon Property ”.

(2) See “ Part IV – Information Concerning North Shore – The West Bear Property ”.

(3) Contingent on the identification of priority targets in the Phase 1 Work Programs

(4) Includes $200,000 for legal fees relating to the Transaction.

(5) Includes $40,000 for audit fees relating to the Transaction.

(6) Includes regulatory filing fees.

(7) Includes office costs, travel expenses, transfer agent fees, marketing, shareholder communication and miscellaneous expenses.

Principal Securityholders

To the best of the knowledge of management and the directors of Clover Leaf and North Shore, upon completion of the Transaction, no person will beneficially own, directly or indirectly, or exercise control or direction over, Resulting Issuer Shares carrying more than 10% of the voting rights attached to all Resulting Issuer Shares as of the date of this Filing Statement.

Directors, Officers and Promoters

Name, Occupation and Security Holdings

The following table provides the names, province or state and country of residence, position, and principal occupations of each proposed executive officer and director expected to be an executive officer and/or director of the Resulting Issuer, as well as the number and percentage of Resulting Issuer Shares that are expected to be beneficially owned, directly or indirectly, or which control or direction is expected to be exercised, by each such person. It is expected that the term of each director listed below will conclude at the end of the Resulting Issuer’s next annual meeting of shareholders following closing of the Transaction, subject to reappointment by the shareholders of the Resulting Issuer at such meeting.

Name and Residence	Position(s) with the Resulting Issuer	Principal Occupation During the Past Five Years	Start Date with the Resulting Issuer	Number of Resulting Issuer Shares Beneficially Owned or Controlled	Percentages of Resulting Issuer Shares Beneficially Owned or Controlled(1)
Brooke Clements British Columbia, Canada	President, CEO, VP Exploration, and Director	President of North Shore from April 2022 to present. President and CEO of Craton Minerals Ltd., a private diamond exploration company, from June 2017 to present. President of JBC Ventures, a consulting company, from August 2016 to the present.	Closing Date	1,000,000	2.21%
Dan O’Brien British Columbia, Canada	CFO	CFO of Clover Leaf since March 2, 2021 and CFO for a number of publicly listed exploration companies trading on the Exchange. Mr. O’Brien is the President of Golden Oak Corporate Services Ltd. (“Golden Oak”) and 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.	March 2, 2021	200,000(2)	<1%
Ben Meyer British Columbia, Canada	Corporate Secretary	Corporate Secretary of Clover Leaf since March 2, 2021, and Corporate Secretary for a number of publicly listed exploration companies trading on the Exchange. Mr. Meyer is the Vice-President of Golden Oak.	March 2, 2021	Nil	N/A
James Arthur Singapore	Director	Senior Counsel and Senior Director at Keysight Technologies.	Closing Date	400,000	<1%
Eoin Saadien Singapore	Director	Founder and Non-Executive Chairman/Director of CopperCorp Resources Inc. (“CopperCorp.”), a mineral exploration company, from May 2021 to July 2022. Managing Director and Head of Capital at Clermont Group, an international business group with its headquarters in Singapore, from September 2019 to February 2021.	Closing Date	2,750,000	6.08%
Doris Meyer British Columbia, Canada	Director	Founder and Director of Golden Oak. Director for a number of publicly listed exploration companies trading on the Exchange.	March 2, 2021	775,000(3)	1.71%
Jimmy Thom Western Australia Australia	Director	Exploration Manager of Dynamic Metals Limited since January 2023 and Exploration Manager of Jindalee Resources Limited between May 2021 and January 2023 both of which engage in the exploration of mineral properties,. Exploration Manager of Paladin Energy Ltd., a uranium production company, from January 2018 to April 2021.	Closing Date	Nil	N/A

(1) Based on 45,241,767 Resulting Issuer Shares outstanding, which assumes that 16,666,667 Subscription Receipts will be issued pursuant to the Concurrent Offering and that none of the proposed directors or executive officers of the Resulting Issuer will participate in the Concurrent Offering. See “ Consolidated Capitalization ” above and “ Part II – Information Concerning the Transaction – The Concurrent Offering ”.

(2) These shares are registered in the name of Golden Oak Corporate Services Ltd., a company controlled by Mr. O’Brien and Mr. Meyer.
(3) 75,000 of these shares are registered in the name of GO2 Corporate Services Ltd., a company controlled by Ms. Meyer.

The proposed executive officers and directors of the Resulting Issuer are expected to own, directly or indirectly, or exercise control or direction over 4,975,000 Resulting Issuer Shares, representing approximately 11% of the Resulting Issuer Shares expected to be issued and outstanding following the Transaction.

Biographies of Management and Directors

Biographical information regarding each such proposed director and executive officer is presented below.

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 University 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 Chamber 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.

Mr. Clements will devote the time necessary to perform the work required in connection with acting as President, CEO, VP Exploration, and Director of the Resulting Issuer and intends to devote approximately 85% of his working time to the affairs of the Resulting Issuer. Mr. Clements plans to enter into a consulting agreement with the Resulting Issuer, which will include certain non-disclosure and non-competition provisions.

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 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.

Mr. O’Brien will provide services to the Resulting Issuer typical of that associated with his position as CFO to a junior mining company and intends to devote approximately 25% of his working time to the affairs of the Resulting Issuer. Golden Oak will enter into a consulting agreement with the Resulting Issuer, which will include certain nondisclosure and non-solicitation provisions.

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 mineral exploration companies trading on the Exchange. He has completed the Legal Administrative Assistant and Paralegal programs at the University of the Fraser Valley with distinction.

Mr. Meyer will provide services to the Resulting Issuer typical of that associated with his position as Corporate Secretary to a junior mining company and intends to devote approximately 25% of his working time to the affairs of the Resulting Issuer. Golden Oak will enter into a consulting agreement with the Resulting Issuer, which will include certain non-disclosure and non-solicitation provisions.

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 Columbia and a BA in Finance and Economics from Western University.

Mr. Arthur will provide services to the Resulting Issuer typical of that associated with his position as a Director to a junior mining company. Mr. Arthur is not expected to enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

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 specializes in trading physical copper and gold concentrates from producing mines. In addition, Mr. Saadien spent approximately 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.

Mr. Saadien will provide services to the Resulting Issuer typical of that associated with his position as an Executive Director to a junior mining company. Mr. Saadien is not expected to enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

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 companies trading on the Exchange. Ms. Meyer is a past member of the Institute of Chartered Professional Accountants of British Columbia.

Ms. Meyer will provide services to the Resulting Issuer typical of that associated with her position as a Director to a junior mining company. Ms. Meyer is not expected to enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

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.

Mr. Thom will provide services to the Resulting Issuer typical of that associated with his position as a Director to a junior mining company. Mr. Thom is not expected to enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Promoters

There is no person or company that has been, within the two most recently completed financial years or during the current financial year, a Promoter of Clover Leaf, other than Doris Meyer. There is no person or company that has been, within the two most recently completed financial years or during the current financial year, a Promoter of North Shore, other than Brooke Clements. See “ Directors, Officers and Promoters ” above for further information regarding Ms. Meyer and Mr. Clements.

Bankruptcies, Penalties and Sanctions

No person expected to be a director or executive officer of the Resulting Issuer, or to the best of Clover Leaf’s or North Shore’s knowledge, a shareholder holding a sufficient number of shares to materially affect control of the Resulting Issuer:

(a) is, as of the date of this Filing Statement, or has been within 10 years preceding the date of this Filing Statement, a director or executive officer of any company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within the 10 years before the date of this Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

(b) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(c) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Cease Trade Orders

No person expected to be a director or executive officer of the Resulting Issuer, is, as of the date of this Filing Statement, or has been, within the 10 years preceding the date of this Filing Statement, a director, CEO or CFO of any company, that:

(a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period

of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, CEO or CFO; or

(b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Conflicts of Interest

Certain of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon completion of the Transaction are also directors and/or officers of other reporting and non-reporting issuers or are or will be, and may continue to be, involved in other business ventures through their direct and indirect participation in corporations, partnerships, joint ventures, etc. that may become potential competitors of the Resulting Issuer. Accordingly, conflicts of interest may arise which could influence these persons in evaluating possible acquisitions or in generally acting on behalf of the Resulting Issuer, notwithstanding that they will be bound by the provisions of the BCBCA to act at all times in good faith in the interests of the Resulting Issuer and to disclose such conflicts to the Resulting Issuer if and when they arise.

Other Reporting Issuer Experience

The following table sets out the proposed directors and officers of the Resulting Issuer that are, or have been within the last five years, directors or officers of other reporting issuers:

Name of Director, Officer or Promoter	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
Brooke Clements	N/A	N/A	N/A	N/A	N/A
Dan O’Brien	Azarga Metals Corp. British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Yukon	TSXV	CFO	03/2017	Present
	Azarga Uranium Corp. British Columbia, Alberta, and Ontario Ceased reporting	TSX	CFO	02/2017	12/2021
	Empress Resources Corp. Ceased reporting	Formerly TSXV	CFO	06/2018	07/2020
	Empress Royalty Corp. British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland	TSXV	CFO	07/2020	05/2022
	Forum Energy Metals Corp.	TSXV	CFO	12/2020	Present

Name of Director, Officer or Promoter	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
	British Columbia and Alberta
	Orsu Metals Corporation British Columbia, Alberta, Manitoba, Ontario, and Quebec	TSXV	CFO	12/2016	01/2023
	Renaissance Gold Inc. Ceased reporting	Formerly TSXV	CFO	10/2013	08/2020
	Scorpio Gold Corporation British Columbia and Alberta	TSXV	CFO	06/2019	05/2022
	Solar Alliance Energy Inc. British Columbia and Alberta	TSXV	CFO	02/2018	01/2020
	Sun Peak Metals Corp. British Columbia and Alberta	TSXV	CFO	06/2016	Present
	TDG Gold Corp. British Columbia, Alberta and Ontario	TSXV	CFO	12/2020	Present
Ben Meyer	Azarga Metals Corp. British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Yukon	TSXV	Assistant Corporate Secretary Corporate Secretary	05/2019 07/2022	07/2022 Present
	Azarga Uranium Corp. Ceased Reporting	TSX	Assistant Corporate Secretary	06/2019	06/2021
	Empress Resources Corp. Ceased Reporting	TSXV	Assistant Corporate Secretary	07/2018	03/2020
	Empress Royalty Corp. British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland	TSXV	Assistant Corporate Secretary	03/2020	11/2022
	Orsu Metals Corporation British Columbia, Alberta, Manitoba, Ontario, and Quebec	TSXV	Assistant Corporate Secretary Corporate Secretary	06/2018 08/2022	08/2022 01/2023

Name of Director, Officer or Promoter	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
	Renaissance Gold Inc. Ceased Reporting	TSXV	Assistant Corporate Secretary	12/2018	08/2020
	Scorpio Gold Corporation British Columbia and Alberta	TSXV	Assistant Corporate Secretary	06/2019	05/2022
	Sun Peak Metals Corp. British Columbia and Alberta	TSXV	Assistant Corporate Secretary Corporate Secretary	08/2018 06/2022	06/2022 Present
	TDG Gold Corp. British Columbia, Alberta and Ontario	TSXV	Assistant Corporate Secretary Corporate Secretary	12/2020 03/2022	03/2022 Present
James Arthur	N/A	N/A	N/A	N/A	N/A
Eoin Saadien	CopperCorp Resources Inc. British Columbia, Alberta, and Ontario	TSXV	Non-Executive Chair and Director	05/2021	07/2022
Doris Meyer	Azarga Metals Corp. British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Yukon	TSXV	Corporate Secretary and Director	Corporate Secretary from 2008 and Director from 06/2022	Corporate Secretary to 07/2022 and Director to Present
	Azarga Uranium Corp. British Columbia, Alberta, and Ontario Ceased reporting	TSX	Corporate Secretary	02/2017	12/2021
	Empress Resources Corp. Ceased reporting	TSXV	Corporate Secretary	06/2018	07/2020
	Empress Royalty Corp. British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland	TSXV	Corporate Secretary	07/2020	05/2022
	Orsu Metals Corporation	TSXV	Corporate Secretary	12/2016	01/2023

Name of Director, Officer or Promoter	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
	British Columbia, Alberta, Manitoba, Ontario, and Quebec
	Renaissance Gold Inc. Ceased reporting	TSXV	Corporate Secretary	2010	08/2020
	Scorpio Gold Corporation British Columbia and Alberta	TSXV	Corporate Secretary	06/2019	05/2022
	Solar Alliance Energy Inc. British Columbia and Alberta	TSXV	Corporate Secretary	02/2018	01/2020
	Sun Peak Metals Corp. British Columbia and Alberta	TSXV	Corporate Secretary and Director	Corporate Secretary and Director from 06//2016	Corporate Secretary to 06/2022 and Director to Present
	TDG Gold Corp. British Columbia, Alberta, and Ontario	TSXV	Corporate Secretary	12/2020	03/2022
	Zenabis Ltd. (Zenabis Global Inc.) Alberta Ceased Reporting	TSX	Corporate Secretary	01/2019	06/2021
Jimmy Thom	Dynamic Metals Limited Western Australia, Australia	ASX	Exploration Manager	16/01/2023	Present

Audit Committee and Corporate Governance

Composition of the Audit Committee

The following are the proposed members of the Resulting Issuer’s Audit Committee: Doris Meyer, Jimmy Thom and James Arthur. All such members are financially literate and independent within the meaning of NI 52-110.

For additional details regarding the relevant experience of each proposed member of the Resulting Issuer’s Audit Committee, see “ Part V – Directors, Officers and Promoters – Name, Occupation and Security Holdings”.

Audit Committee Oversight

At no time since the commencement of the most recent completed financial year of Clover Leaf (being the predecessor of the Resulting Issuer) was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Clover Leaf Board.

Reliance on Certain Exemptions

As the Resulting Issuer will be listed on the Exchange, it will be a “venture issuer” and may avail itself of exemptions from the requirements of Part 3 ( Composition of the Audit Committee ) and Part 5 (Reporting Obligations) of NI 52110, which require the independence of each member of an audit committee, subject to limited exceptions and the disclosure of audit committee information in an annual information form, respectively. It is expected that the Resulting Issuer will rely on the exemption in Part 3, and it is expected that it also will rely on exemption in Part 5 because, as a venture issuer, it is not required to file an annual information form.

Pre-Approval Policies and Procedures

The Resulting Issuer’s Audit Committee will be authorized by the Resulting Issuer Board to review the performance of the external auditors and to approve in advance provision of services other than auditing and to consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Resulting Issuer. The Resulting Issuer’s Audit Committee will be authorized to approve any non-audit services or additional work which the Chairman of the Audit Committee will deem as necessary, who will notify the other members of the Audit Committee of such non-audit or additional work.

External Auditor Services Fees

The following table provides the aggregate fees billed by Clover Leaf’s (being, the predecessor of the Resulting Issuer) external auditor for the last two fiscal years:

sulting Issuer) external auditor for	the last two fiscal years:
Nature of Services	Fees Billed by Auditor during the Fiscal Year Ended on December 31, 2022	Fees Billed by Auditor during the Fiscal Year Ended on December 31, 2021
Audit Fees(1)	$14,000	$16,000
Audit-Related Fees(2)	$5,500	$Nil
Tax Fees(3)	$2,700	$Nil
All Other Fees(4)	$Nil	$Nil

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Resulting Issuer’s consolidated financial statements. Audit Fees include aggregate fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include fees for services that are traditionally performed by the auditor. These audit-related services include aggregate fees for employee benefit audits, due diligence assistance, accounting consultations on the Transaction, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes aggregate fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. (4) “All Other Fees” include all other non-audit services, in the aggregate.

Corporate Governance

National Policy 58-201 – Corporate Governance Guidelines provides regulatory staff guidance on preferred governance practices, although the guidelines are not prescriptive. The Resulting Issuer’s proposed approach to corporate governance in the context of NI 58-101 and NP 58-201 is set out below.

Board of Directors

The Resulting Issuer intends to have five (5) directors, being Brooke Clements, Doris Meyer, James Arthur, Eoin Saadien and Jimmy Thom. Doris Meyer, James Arthur and Jimmy Thom will all be considered independent directors. Brooke Clements will be considered a non-independent director, as he will be an executive officer of the Resulting Issuer. Eoin Saadien is expected to receive fees totaling greater than $75,000 from the Resulting Issuer (other than in

his capacity as a director or board committee member) in the 12 months following the Closing and, therefore, is expected to be a non-independent director of the Resulting Issuer.

Directorships

Certain of the proposed directors of the Resulting Issuer are also current directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction. For further details, see “ Other Reporting Issuer Experience ” above.

Orientation and Continuing Education

Upon completion of the Transaction, the Resulting Issuer is not expected to have a formal orientation and education program for new board members, particularly given its stage of development and growth. However, all new members of the board of directors of the Resulting Issuer are expected to be provided with sufficient information (such as recent financial statements, technical reports and various other operating, property and budget reports) to ensure that new directors are familiarized with the business and operations of the Resulting Issuer and the procedures of the board of directors of the Resulting Issuer. In addition, new directors will be encouraged to visit and meet with management of the Resulting Issuer on a regular basis. The Resulting Issuer will also encourage continuing education of its directors and officers where appropriate in order to ensure that they have the necessary skills and knowledge to meet their respective obligations to the Resulting Issuer.

Ethical Business Conduct

It is anticipated that the Code will remain in effect, unamended, following the completion of the Transaction.

The Resulting Issuer Board will take appropriate measures to exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer may have a material interest. Where appropriate, directors will abstain from portions of board or committee meetings to allow independent discussion of points in issue.

Nomination of Directors

The Resulting Issuer Board does not intend to establish a nominating committee. The Resulting Issuer Board as a whole will be responsible for filling vacancies on the Resulting Issuer Board and recommending potential nominees for directors, and will use an informal consultative process. The Resulting Issuer Board will analyze the needs of the board when vacancies arise and will identify and propose new nominees who have the necessary competencies and characteristics to meet those needs. In order to foster an objective nomination process, the independent members of the Resulting Issuer Board will be encouraged to recommend nominees for the Resulting Issuer Board.

Compensation

The Resulting Issuer does not intend to establish a compensation committee. The Resulting Issuer Board will review directors’ compensation once a year, taking into consideration the compensation paid to directors of comparable publicly traded Canadian companies. The Resulting Issuer Board will decide the compensation of the Resulting Issuer’s officers based on industry standards and the Resulting Issuer’s financial situation.

Other Board Committees

The Resulting Issuer Board does not intend to have any committees, other than the Audit Committee. The Resulting Issuer Board will review its corporate governance practices and consider, among other matters, whether it would be desirable to establish additional committees of the Resulting Issuer Board.

Assessments

The Resulting Issuer Board will monitor the adequacy of information given to directors, communication between the Resulting Issuer Board and management and the strategic direction and processes of the Resulting Issuer Board and the Audit Committee.

Executive Compensation

The following table sets forth the compensation, in cash, securities or otherwise, anticipated to be paid by the Resulting Issuer during the 12 month period after giving effect to the Transaction to the CEO and CFO:

				Non-equity Incentive	Non-equity Incentive
				Plan Compensation



				Annual	Long-
	Salary /	Share-	Option-	Incentive	term
Name and	Consulting	based	based	Plans	Incentive	Pension	All Other	Total
Principal	Fees	Awards ($)	Awards (2)	($)	Plans	Value	Compensation	Compensation
Position	($)	(1)	($)		($)	($)	($)	($)

Brooke Clements President, CEO and Vice President Exploration	160,000	Nil	Nil	Nil	Nil	Nil	Nil	$160,000
Dan O’Brien CFO	150,000	Nil	Nil	Nil	Nil	Nil	Nil	150,000

(1) “Share-Based Award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.

(2) “Option-Based Award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features.

Upon completion of the Transaction, the Resulting Issuer Board will determine if, and to what extent, compensation will be paid to directors for services rendered to the Resulting Issuer in their capacity as directors. It is anticipated that non-management directors will be reimbursed for transportation and other out-of-pocket expenses incurred for attendance at board of directors meetings and in connection with discharging their director functions.

Indebtedness of Directors and Officers

Following the completion of the Transaction, none of the proposed directors or executive officers of the Resulting Issuer nor any of their respective associates are expected to be indebted to the Resulting Issuer or have any indebtedness that is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Resulting Issuer or any of its subsidiaries, other than for “routine indebtedness” within the meaning of paragraph 10.3(c) of Form 51-102F5 – Information Circular .

Investor Relations Agreements

No written or oral agreement or understanding has been reached with any person to provide any promotional or investor relations services for the Resulting Issuer.

Security Based Compensation

The Resulting Issuer Option Plan

Following the closing of the Transaction, it is anticipated that the Clover Leaf Option Plan will be replaced with the Resulting Issuer Option Plan. The purpose of the Resulting Issuer Option Plan is to, among other things: (i) provide the Resulting Issuer with a mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Resulting Issuer and its subsidiaries; (ii) reward directors, officers, employees and consultants that have been granted a Resulting Issuer Option under the Resulting Issuer Option Plan for their contributions toward the long-term goals and success of the Resulting Issuer; and (iii) enable and encourage such directors, officers, employees and consultants to acquire Resulting Issuer Shares as long-term investments and proprietary interests in the Resulting Issuer. The approval of the Resulting Issuer Option Plan will be subject to approval by the Resulting Issuer Shareholders and to the acceptance of the Exchange.

Eligibility

The Resulting Issuer Option Plan will allow the Resulting Issuer to grant Resulting Issuer Options to attract, retain and motivate qualified directors, officers, employees and consultants of the Resulting Issuer and its subsidiaries (collectively, the “ Option Plan Participants ”).

Number of Shares Issuable

The aggregate number of Resulting Issuer Shares that may be issued to Option Plan Participants under the Resulting Issuer Option Plan will be that number of Resulting Issuer Shares equal to 10% of the issued and outstanding Resulting Issuer Shares on the particular date of grant of the Resulting Issuer Option.

Limits on Participation

The Resulting Issuer Option Plan will provide for the following limits on grants, for so long as the Resulting Issuer is subject to the requirements of the Exchange, unless disinterested shareholder approval is obtained or unless permitted otherwise pursuant to the policies of the Exchange:

(a) the maximum number of Resulting Issuer Shares that may be issued to any one Option Plan Participant (and where permitted pursuant to the policies of the Exchange, any company that is wholly-owned by the Option Plan Participant) under the Resulting Issuer Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 5% of the issued Resulting Issuer Shares calculated on the date of grant;
(b) the maximum number of Resulting Issuer Shares that may be issued to insiders collectively under the Resulting Issuer Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 10% of the issued Resulting Issuer Shares calculated on the date of grant; and
(c) the maximum number of Resulting Issuer Shares that may be issued to insiders collectively under the Resulting Issuer Option Plan, together with any other security based compensation arrangements, may not exceed 10% of the issued Resulting Issuer Shares at any time.

For so long as such limitation is required by the Exchange, the maximum number of Resulting Issuer Options which may be granted within any 12-month period to Option Plan Participants who perform investor relations activities must not exceed 2% of the issued and outstanding Resulting Issuer Shares, and such Resulting Issuer Options must vest in stages over 12 months with no more than 25% vesting in any three month period. In addition, the maximum number of Resulting Issuer Shares that may be granted to any one consultant under the Resulting Issuer Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 2% of the issued Resulting Issuer Shares calculated on the date of grant.

Administration

The plan administrator of the Resulting Issuer Option Plan (the “ Option Plan Administrator ”) will be the Resulting Issuer Board or a committee of the Resulting Issuer Board, if delegated. The Option Plan Administrator will, among other things, determine which directors, officers, employees or consultants are eligible to receive Resulting Issuer Options under the Resulting Issuer Option Plan; determine conditions under which Resulting Issuer Options may be granted, vested or exercised, including the expiry date, exercise price and vesting schedule of the Resulting Issuer Options; establish the form of option certificate (“ Option Certificate ”); interpret the Resulting Issuer Option Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Resulting Issuer Option Plan.

Subject to any required regulatory or shareholder approvals, the Option Plan Administrator may also, from time to time, without notice to or without approval of the Resulting Issuer Shareholders or the Option Plan Participants, amend, modify, change, suspend or terminate the Resulting Issuer Options granted pursuant thereto as it, in its discretion, determines appropriate, provided that no such amendment, modification, change, suspension or termination of the Resulting Issuer Option Plan or any Resulting Issuer Option granted pursuant thereto may materially impair any rights of an Option Plan Participant or materially increase any obligations of an Option Plan Participant under the Resulting Issuer Option Plan without the consent of such Option Plan Participant, unless the Option Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements or as otherwise permitted pursuant to the Resulting Issuer Option Plan.

All of the Resulting Issuer Options will be subject to the conditions, limitations, restrictions, vesting, exercise and forfeiture provisions determined by the Option Plan Administrator, in its sole discretion, subject to such limitations provided in Resulting Issuer the Option Plan, and will be evidenced by an Option Certificate. In addition, subject to the limitations provided in the Resulting Issuer Option Plan and in accordance with applicable law, the Option Plan Administrator may accelerate the vesting of Resulting Issuer Options, cancel or modify outstanding Resulting Issuer Options and waive any condition imposed with respect to Resulting Issuer Options or Resulting Issuer Shares issued pursuant to Resulting Issuer Options .

Exercise of Resulting Issuer Options

Resulting Issuer Options shall be exercisable as determined by the Option Plan Administrator at the time of grant, provided that no Resulting Issuer Option shall have a term exceeding 10 years so long as the Resulting Issuer Shares are listed on the Exchange.

Subject to all applicable regulatory rules, the vesting schedule for a Resulting Issuer Option, if any, shall be determined by the Option Plan Administrator. The Option Plan Administrator may elect, at any time, to accelerate the vesting schedule of a Resulting Issuer Option, and such acceleration will not be considered an amendment to such Resulting Issuer Option and will not require the consent of the Option Plan Participant in question. However, no acceleration to the vesting schedule of a Resulting Issuer Option granted to an Option Plan Participant performing investor relations services may be made without prior acceptance of the Exchange.

The exercise price of a Resulting Issuer Option shall be determined by the Option Plan Administrator and cannot be lower than the greater of: (i) the minimum price required by the Exchange; and (ii) the market value of the Resulting Issuer Shares on the applicable grant date.

An Option Plan Participant may exercise the Resulting Issuer Options in whole or in part through any one of the following forms of consideration, subject to applicable laws, prior to the expiry date of such Resulting Issuer Options, as determined by the Option Plan Administrator:

the Option Plan Participant may send a wire transfer, certified cheque or bank draft payable to the Resulting Issuer in an amount equal to the aggregate exercise price of the Resulting Issuer Shares being purchased pursuant to the exercise of the Resulting Issuer Options;

subject to approval from the Option Plan Administrator and the Resulting Issuer Shares being traded on the Exchange, a brokerage firm may be engaged to loan money to the Option Plan Participant in order for the Option Plan Participant to exercise the Resulting Issuer Options to acquire the Resulting Issuer Shares, subsequent to which the brokerage firm shall sell a sufficient number of Resulting Issuer Shares to cover the exercise price of such Resulting Issuer Options to satisfy the loan. The brokerage firm shall receive an equivalent number of Resulting Issuer Shares from the exercise of the Resulting Issuer Options, and the Option Plan Participant shall receive the balance of the Resulting Issuer Shares or cash proceeds from the balance of such Resulting Issuer Shares; and
subject to approval from the Option Plan Administrator and the Resulting Issuer Shares being traded on the Exchange, consideration may be paid by reducing the number of Resulting Issuer Shares otherwise issuable under the Resulting Issuer Options, in lieu of a cash payment to the Resulting Issuer, an Option Plan Participant, excluding those providing investor relations services, only receives the number of Resulting Issuer Shares that is equal to the quotient obtained by dividing: (i) the product of the number of Resulting Issuer Options being exercised multiplied by the difference between the volume-weighted average trading price of the Resulting Issuer Shares and the exercise price of the Resulting Issuer Options, by (ii) the volumeweighted average trading price of the Resulting Issuer Shares. The number of Resulting Issuer Shares delivered to the Option Plan Participant may be further reduced to satisfy applicable tax withholding obligations. The number of Resulting Issuer Options exercised, surrendered or converted, and not the number of Resulting Issuer Shares issued by the Resulting Issuer, must be included in calculating the number of Resulting Issuer Shares issuable under the Resulting Issuer Option Plan and the limits on participation.

If an exercise date for a Resulting Issuer Option occurs during a trading black-out period imposed by the Resulting Issuer to restrict trades in its securities, then, notwithstanding any other provision of the Resulting Issuer Option Plan, the Resulting Issuer Option shall be exercised no more than ten business days after the trading black-out period is lifted by the Resulting Issuer, subject to certain exceptions.

Termination of Employment or Services and Change in Control

The following describes the impact of certain events that may, unless otherwise determined by the Option Plan Administrator or as set forth in the Option Certificate, lead to the early expiry of Resulting Issuer Options granted under the Resulting Issuer Option Plan.

Termination by the Resulting Issuer for cause:

Voluntary resignation of an Option Plan Participant:

Termination by the Resulting Issuer other than for cause:

Death or disability of an Option Plan Participant:

Forfeiture of all unvested Resulting Issuer Options. The Option Plan Administrator may determine that all vested Resulting Issuer Options shall be forfeited, failing which all vested Resulting Issuer Options shall be exercised in accordance with the Resulting Issuer Option Plan.
Forfeiture of all unvested Resulting Issuer Options. Exercise of vested Resulting Issuer Options in accordance with the Resulting Issuer Option Plan.
Acceleration of vesting of a portion of unvested Resulting Issuer Options in accordance with a prescribed formula as set out in the Resulting Issuer Option Plan[(1)] . Forfeiture of the remaining unvested Resulting Issuer Options. Exercise of vested Resulting Issuer Options in accordance with the Resulting Issuer Option Plan. Acceleration of vesting of all unvested Resulting Issuer Options[(1)] . Exercise of vested Resulting Issuer Options in accordance with the Resulting Issuer Option Plan.

Termination or voluntary resignation for good reason within 12 months of a change in control:

Acceleration of vesting of all unvested Resulting Issuer Options[(1)] . Exercise of vested Resulting Issuer Options in accordance with the Resulting Issuer Option Plan.

Notes: (1) Any acceleration of vesting of unvested Resulting Issuer Options granted to an investor relations service provider is subject to the prior written approval of the Exchange.

Any Resulting Issuer Options granted to an Option Plan Participant under the Resulting Issuer Option Plan shall terminate at a date no later than 12 months from the date such Option Plan Participant ceases to be an Option Plan Participant.

In the event of a triggering event, which includes a change in control, dissolution or winding-up of the Resulting Issuer, a material alteration of the capital structure of the Resulting Issuer and a disposition of substantially all of the Resulting Issuer’s assets, the Option Plan Administrator may, without the consent of the Option Plan Participant, cause all or a portion of the Resulting Issuer Options granted to terminate upon the occurrence of such event.

Amendment or Termination of the Resulting Issuer Option Plan

Subject to any necessary regulatory approvals, the Resulting Issuer Option Plan may be suspended or terminated at any time by the Option Plan Administrator, provided that no such suspension or termination shall alter or impact any rights or obligations under a Resulting Issuer Option previously granted without the consent of the Option Plan Participant.

The following limitations apply to the Resulting Issuer Option Plan and all Resulting Issuer Options thereunder as long as such limitations are required by the Exchange:

any adjustment to Resulting Issuer Options, other than in connection with a security consolidation or security split, is subject to prior Exchange acceptance and the issuance of a news release by the Resulting Issuer outlining the terms thereof;
any amendment of a Resulting Issuer Option is subject to prior Exchange acceptance, except for amendments to reduce the number of Resulting Issuer Shares issuable under such Resulting Issuer Option, to increase the exercise price of such Resulting Issuer Option or to cancel such Resulting Issuer Option;
any amendments made to the Resulting Issuer Option Plan shall require regulatory and Resulting Issuer Shareholder approval and the issuance of a news release by the Resulting Issuer outlining the terms thereof, except for amendments to: (i) fix typographical errors; and (ii) clarify existing provisions of the Resulting Issuer Option Plan and which do not have the effect of altering the scope, nature and intent of such provisions; and
the exercise price of a Resulting Issuer Option previously granted to an insider must not be reduced, or the extension of the expiry date of an Resulting Issuer Option held by an insider may not be extended, unless the Resulting Issuer has obtained disinterested shareholder approval to do so in accordance with Exchange policies.

Subject to the foregoing limitations and any necessary regulatory approvals, the Option Plan Administrator may amend any existing Resulting Issuer Options or the Resulting Issuer Option Plan or the terms and conditions of any Resulting Issuer Option granted thereafter, although the Option Plan Administrator must obtain written consent of the Option Plan Participant (unless otherwise excepted out by a provision of the Resulting Issuer Option Plan) where such amendment would materially decrease the rights or benefits accruing to an Option Plan Participant or materially increase the obligations of an Option Plan Participant.

Options to Purchase Securities

The following table sets out certain information in respect of options to purchase Resulting Issuer Shares that will be held upon completion of the Transaction:

held upon completion of the Transaction:
Held By	Total Number of Options Granted to Purchase Common Shares	Exercise Price	Date of Issue or Grant	Expiry Date
All executive officers and past executive officers of the Resulting Issuer as a group and all directors and past directors of the Resulting Issuer who are not also executive officers of the Resulting Issuer as a group (8 Persons)	720,000 465,000	$0.10 $0.10	July 15, 2021 May 26, 2022	July 15, 2031 May 26, 2027
TOTAL	1,185,000

Escrow Securities

General

Immediately after giving effect to the Concurrent Offering and the Transaction, an aggregate of 975,000 Resulting Issuer Shares held by Principals of the Resulting Issuer will continue to be subject to escrow pursuant to the terms of the Amended CPC Escrow Agreement. See “Amended CPC Escrow Agreement” below for further details.

Immediately after giving effect to the Concurrent Offering and the Transaction, an aggregate of 4,150,000 Resulting Issuer Shares held by Principals of the Resulting Issuer and an aggregate of 319,375 Resulting Issuer Options (together with the aforementioned 4,150,000 Resulting Issuer Shares, the “QT Escrowed Securities”) will be subject to escrow pursuant to the terms of the QT Escrow Agreement. See “ QT Escrow Agreement ” below for further details.

Amended CPC Escrow Agreement

As of the date of this Filing Statement, an aggregate of 7,443,000 Clover Leaf Shares (representing approximately 62.81% of the issued and outstanding Clover Leaf Shares) and an aggregate of 720,000 Clover Leaf Options (representing approximately 60.76% of the issued and outstanding Clover Leaf Options) (collectively, the “ Clover Leaf CPC Escrowed Securities ”) are subject to escrow pursuant to the terms of the Amended CPC Escrow Agreement.

Pursuant to the terms of the Amended CPC Escrow Agreement, subject to Exchange Policy 2.4, the Clover Leaf CPC Escrowed Securities will be released from escrow in accordance with the following release provisions: (a) all Clover Leaf Options granted prior the Initial Release Date and all Clover Leaf Shares issued upon the exercise of Clover Leaf Options prior to the Initial Release Date will be released from escrow on the Initial Release Date, other than Clover Leaf Options that were granted prior to the IPO with an exercise price that is less than $0.10 and any Clover Leaf Shares issued upon the exercise of such Clover Leaf Options (which will be released from escrow in accordance with the schedule set out in the following subparagraph (b)); and (b) except for the Clover Leaf Options and the Clover Leaf Shares released from escrow on the Initial Release Date as provided for in the foregoing subparagraph (a), the remaining Clover Leaf CPC Escrowed Securities will be released from escrow in accordance with the following schedule: (A) 25% of the Clover Leaf CPC Escrowed Securities will be released from escrow on the Initial Release Date, and an additional 25% will be released on the dates that are 6 months, 12 months, and 18 months following the Initial Release Date.

The following table sets out the particulars with respect to the holders of the Clover Leaf CPC Escrowed Securities.

		Prior to Giving Effect to the Concurrent Offering and the Transaction	Prior to Giving Effect to the Concurrent Offering and the Transaction	Immediately After Giving Effect to the Concurrent Offering and the Transaction(3)	Immediately After Giving Effect to the Concurrent Offering and the Transaction(3)
Name of Securityholder	Designation of Class	Number of Securities held in Escrow	Percentage of Class(1)	Number of Securities to be held in escrow	Percentage of Class(2)
Tsend Tseren	Clover Leaf Shares	775,000	6.54%	775,000	1.71%
	Clover Leaf Options	115,000	9.70%	115,000	9.70%
Alain Vincent Fontaine	Clover Leaf Shares	700,000	5.91%	700,000	1.55%
	Clover Leaf Options	115,000	9.70%	115,000	9.70%
Doris Meyer(6)	Clover Leaf Shares	775,000	6.54%	775,000	1.71%
	Clover Leaf Options	115,000(4)	9.70%	115,000	9.70%
Blake Albert Steele	Clover Leaf Shares	700,000	5.91%	700,000	1.55%
	Clover Leaf Options	115,000	9.70%	115,000	9.70%
Alexander Molyneux	Clover Leaf Shares	793,000	6.69%	793,000	1.75%
	Clover Leaf Options	115,000	9.70%	115,000	9.70%
Morgan Hay	Clover Leaf Shares	100,000	<1%	100,000	<1%
	Clover Leaf Options	115,000	9.70%	115,000	9.70%
Tara Nelson	Clover Leaf Shares	600,000	5.06%	600,000	1.33%
Golden Oak Corporate Services Ltd.(4)(6)	Clover Leaf Shares	200,000	1.69%	200,000	<1%
John Szeto Yat Sing	Clover Leaf Shares	700,000	5.91%	700,000	1.55%
Jason Wong Kon Man	Clover Leaf Shares	700,000	5.91%	700,000	1.55%
Hishig Asset Management LLC	Clover Leaf Shares	700,000	5.91%	700,000	1.55%
9310-2978 Quebec Inc.	Clover Leaf Shares	700,000	5.91%	700,000	1.55%
Dan O’Brien(6)	Clover Leaf Options	15,000(5)	1.27%	15,000	1.27%

Ben Meyer(6)	Clover Leaf Options	15,000(5)	1.27%	15,000	1.27%

(1) Odyssey Trust is the escrow agent. Calculated based upon 11,850,000 Clover Leaf Shares and 1,185,000 Clover Leaf Options issued and outstanding prior to the completion of the Transaction.
(2) Calculated based upon 45,241,767 Resulting Issuer Shares and 1,185,000 Resulting Issuer Options issued and outstanding upon the completion of the Transaction.
(3) Does not reflect the release of any Clover Leaf CPC Escrowed Securities from escrow under the Amended CPC Escrow Agreement. All Clover Leaf Options will be released from escrow under the Amended CPC Escrow Agreement on the Initial Release Date, and the remaining Clover Leaf CPC Escrowed Securities will be released from escrow under the Amended CPC Escrow Agreement as follows: 25% of the Clover Leaf CPC Escrowed Securities will be released from escrow on the Initial Release Date, and an additional 25% will be released on the dates that are 6 months, 12 months, and 18 months following the Initial Release Date.
(4) Dan O’Brien, the current CFO of Clover Leaf and the proposed CFO of the Resulting Issuer, and Ben Meyer, the current Corporate Secretary of Clover Leaf and the proposed Corporate Secretary of the Resulting Issuer, are principals of Golden Oak Corporate Services Inc.
(5) Once released from escrow under the Amended CPC Escrow Agreement, these Clover Leaf Options will be deposited into escrow pursuant to the terms of the QT Escrow Agreement and will be released from escrow pursuant to the Tier 1 Value Release Schedule. See “ QT Escrow Agreement ” below.
(6) Doris Meyer, Dan O’Brien and Ben Meyer will be Principals of the Resulting Issuer.

QT Escrow Agreement

Escrow Terms for Resulting Issuer Shares held by Principals

In accordance with Exchange Policy 5.4, upon the completion of the Transaction, it is expected that 4,150,000 Resulting Issuer Shares and 174,375 Resulting Issuer Options to be held by Principals of the Resulting Issuer will be deemed to be Value Securities and will be held in escrow pursuant to the QT Escrow Agreement and released in accordance with the following timeline (the “ Tier 2 Value Release Schedule ”):

Release Dates	Percentage to be Released

Upon the Initial Release Date	10%
6 months from the Initial Release Date	15%
12 months from the Initial Release Date	15%
18 months from the Initial Release Date	15%
24 months from the Initial Release Date	15%
30 months from the Initial Release Date	15%
36 months from the Initial Release Date	15%
Total	100%

In accordance with Exchange Policy 5.4, on the Initial Release Date, it is expected that 145,000 Resulting Issuer Options, which are currently in escrow pursuant to the Amended CPC Escrow Agreement and which will be held by Principals of the Resulting Issuer, will be deemed to be Value Securities and will be held in escrow pursuant to the QT Escrow Agreement and released in accordance with the following timeline: (A) 25% of the Resulting Issuer Options will be released from escrow on the Initial Release Date, and an additional 25% will be released on the dates that are 6 months, 12 months, and 18 months following the Initial Release Date (the “ Tier 1 Value Release Schedule ”).

The following table sets out the particulars with respect to the holders of the QT Escrowed Securities.

		Prior to Giving Effect to the Concurrent Offering and the Transaction	Prior to Giving Effect to the Concurrent Offering and the Transaction	Immediately After Giving Effect to the Concurrent Offering and the Transaction(4)	Immediately After Giving Effect to the Concurrent Offering and the Transaction(4)
Name of Securityholder	Designation of Class	Number of Securities held in Escrow	Percentage of Class(1)	Number of Securities to be held in escrow (2)	Percentage of Class(3)
Brooke Clements	Resulting Issuer Shares	Nil	N/A	1,000,000(5)	2.21%
James Arthur	Resulting Issuer Shares	Nil	N/A	400,000(5)	<1%
Eoin Saadien	Resulting Issuer Shares	Nil	N/A	2,750,000(5)	7.16%
Doris Meyer	Resulting Issuer Options	Nil	N/A	58,125(5)	4.91%
	Resulting Issuer Options	115,000	9.70%	115,000(6)	9.70%
Dan O’Brien	Resulting Issuer Options	Nil	N/A	58,125(5)	4.91%
	Resulting Issuer Options	15,000	1.27%	15,000(6)	1.27%
Ben Meyer	Resulting Issuer Options	Nil	Nil	58,125(5)	4.91%
	Resulting Issuer Options	15,000	1.27%	15,000(6)	1.27%

(1) Odyssey Trust will be the escrow agent. Calculated based on 1,185,000 Clover Leaf Options issued and outstanding prior to the completion of the Transaction.

(2) Assumes that no Principals will participate in the Concurrent Offering. See “ Part II – Information Concerning the Transaction – The Concurrent Offering ”.

(3) Calculated based upon 45,241,767 Resulting Issuer Shares and 1,185,000 Resulting Issuer Options issued and outstanding upon the completion of the Transaction.

(4) Does not reflect the release of any QT Escrowed Securities from escrow. The QT Escrowed Securities will be released from escrow in accordance with the release schedule set out above under “ QT Escrow Agreement – Escrow Terms for Resulting Issuer Shares held by Principals ”.

(5) To be released from escrow pursuant to the Tier 2 Value Release Schedule.

(6) Held in escrow pursuant to the terms of the Amended CPC Escrow Agreement as at the date of this Filing Statement and to be placed into escrow pursuant to the terms of the QT Escrow Agreement on the Initial Release Date. To be released from escrow pursuant to the Tier 1 Value Release Schedule.

SSRRs

An aggregate of 12,725,100 Resulting Issuer Shares held by approximately 12 non-Principal shareholders of the Resulting Issuer are expected to be subject to SSRRs pursuant to Exchange Policy 5.4, as detailed in the table below. SSRRs are hold periods of variable length imposed by the Exchange which apply where seed shares are issued to non-principals by private companies (in the case of the Transaction, North Shore) prior to the completion of a Qualifying Transaction. The terms of the applicable SSRRs are based on the length of time such seed shares have been held by the applicable shareholder, and the original price paid for such seed shares.


	Aggregate number of
		Percentage of
	securities subject to
Designation of Class	SSRRs	Class (1)	Expiry Date of SSRRs
Resulting Issuer Shares	6,850,100	15.14%	In accordance with Tier 2 Value Release Schedule
Resulting Issuer Shares	5,875,000	12.99%	Four month hold with 20% released each month with the first release on the Closing Date

(1) Calculated based upon 45,241,767 Resulting Issuer Shares issued outstanding upon the completion of the Transaction.

Auditors, Transfer Agent and Registrar

The auditor of the Resulting Issuer is expected to be Davidson & Company LLP, Chartered Professional Accountants, located at 1200 – 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., V7Y 1G6.

The transfer agent and registrar of the Resulting Issuer is expected to be Odyssey Trust, located at 409 Granville Street, Suite 323, Vancouver, B.C., V6C 1E1.

PART VI – RISK FACTORS

An investment in the securities of the Resulting Issuer is highly speculative, involves a high degree of risk and should be undertaken only by Persons whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Prior to investing in such securities, you should carefully consider the risks described below, together with other information included in or incorporated by reference into this Filing Statement and filed under Clover Leaf’s profile on SEDAR at www.sedar.com. If any of the following risks materialize, the business, financial condition, results of operation and future prospects of the Resulting Issuer will likely be materially and adversely affected. This could cause actual future events to differ materially from those described in forward-looking statements and may cause the trading price of the Resulting Issuer’s securities to decline.

The risks presented below should not be considered exhaustive and may not be all the risks the Resulting Issuer may face. Management of the Resulting Issuer believe that factors set out below could cause actual results to be different from expected and historical results. Other sections of this Filing Statement include additional factors that could have an effect on the business and financial performance of the Resulting Issuer’s business following the completion of the Transaction. New risks may emerge from time to time and management may not be able to predict all of them, or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements. You should not rely upon forward-looking statements as a prediction of future results.

References below to “Clover Leaf” will, as the context permits or requires, be read to include the “Resulting Issuer” upon the completion of the Transaction. Furthermore, references below to the “Resulting Issuer” refer to the Resulting Issuer and all of its subsidiaries, as applicable.

Risks Related to the Transaction

Completion of the Transaction and Exchange Approval

The completion of the Transaction is subject to several conditions precedent. There can be no assurance that the Transaction will be completed on the terms set out in the Share Exchange Agreement, as negotiated, or at all. In the event that any of the conditions precedent are not satisfied or waived, the Transaction may not be completed. In addition, there is no guarantee that Clover Leaf will be able to satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin. See “Part II – Information Concerning the Transaction – The Share Exchange Agreement and the Transaction – Conditions of the Transaction”. There is no certainty that these conditions will be satisfied on a timely basis or at all.

If the Transaction is not completed, Clover Leaf and North Shore will each remain liable for significant consulting, accounting, legal and other costs relating to the Transaction and will not realize anticipated benefits of the Transaction.

Termination of the Share Exchange Agreement in Certain Circumstances

Each of Clover Leaf and North Shore has the right to terminate the Share Exchange Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Parties provide any assurances that the Share Exchange Agreement will not be terminated by any of Clover Leaf and North Shore before the completion of the Transaction. Certain costs related to the Transaction, such as legal and accounting fees, must be paid by Clover Leaf and North Shore irrespective of whether the Transaction is completed. See “Part II – Information Concerning the Transaction – The Share Exchange Agreement”.

The Transaction Will Have a Dilutive Effect on the Ownership Interest of Clover Leaf Shareholders

The issuance of Resulting Issuer Shares pursuant to the Transaction if it is completed will have a dilutive effect on the ownership interest of the current Clover Leaf Shareholders

The Transaction May Divert the Attention of Management of Clover Leaf

The Transaction could cause the attention of management of Clover Leaf to be diverted from their day-to-day operations. These disruptions could be exacerbated by a delay in completion of the Transaction and could have an adverse effect on the business, operating results or prospects of Clover Leaf regardless of whether the Transaction is ultimately completed, or of the Resulting Issuer if the Transaction is completed.

Tax Consequences

The transactions described herein may have tax consequences in Canada, or elsewhere, depending on each particular existing or prospective shareholder’s specific circumstances. Such tax consequences are not described herein and this Filing Statement is not intended to be, nor should it be construed to be, legal or tax advice to any particular shareholder. Existing and prospective shareholders should consult their own tax advisors with respect to any such tax considerations.

The Resulting Issuer May Not Realize Anticipated Benefits of the Transaction

The Transaction is proposed to strengthen the position of the Resulting Issuer in the mining and exploration industry and to create the opportunity to realize certain benefits. Achieving the benefits of the Transaction depends in part on the ability of the Resulting Issuer to effectively capitalize on its scale, to realize the anticipated capital and operating synergies, to profitably sequence the growth prospects of its asset base and to maximize the potential of its improved growth opportunities and capital funding opportunities. A variety of factors, including those risk factors set forth in this Filing Statement may adversely affect the ability of the Resulting Issuer to achieve the anticipated benefits of the Transaction.

Pro-forma Financial Statements

The pro-forma financial statements attached to this Filing Statement and information derived therefrom contained in this Filing Statement are presented for illustrative purposes only and may not be an indication of the Resulting Issuer’s financial condition following the Transaction for several reasons. For example, such pro-forma financial statements have been derived from the historical financial statements of Clover Leaf and certain assumptions have been made. The information upon which these assumptions have been made is historical, preliminary and subject to change. Moreover, the pro-forma financial statements do not reflect all costs that are expected to be incurred by Clover Leaf in connection with the Transaction. In addition, the assumptions used in preparing the pro-forma financial statements may not prove to be accurate.

Risk Factors Relating to the Resulting Issuer Shares

Market Price and Listing of Resulting Issuer Shares

The Resulting Issuer is seeking to have the Resulting Issuer Shares listed and posted for trading on the Exchange. The listing of the Resulting Issuer Shares will be subject to the satisfaction of all of the Exchange’s initial listing requirements. If the Resulting Issuer receives final approval for listing the Resulting Issuer Shares on the Exchange, there is no assurance that it will maintain such listing on the Exchange or a listing on any other exchange or quotation service. There can be no assurance that an active trading market will develop or be sustained for the Resulting Issuer Shares. Shareholders may not be able to resell the Resulting Issuer Shares, which may affect the pricing of the Resulting Issuer Shares in the secondary market, the transparency and availability of trading prices and the liquidity of the Resulting Issuer Shares. If an active or liquid market for the Resulting Issuer Shares fails to develop or be sustained, the price at which the Resulting Issuer Shares trade may be adversely affected. An investment in the Resulting Issuer’s securities is highly speculative, due to the high-risk nature of its business, lack of diversification and the present stage of its development. Shareholders of the Resulting Issuer may lose their entire investment.

If the Resulting Issuer Shares are publicly traded, the market price of the Resulting Issuer Shares may be affected by many variables not directly related to the corporate performance of the Resulting Issuer, including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments

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and the breadth of the public market for its shares. The effect of these and other factors on the market price of the Resulting Issuer Shares in the future cannot be predicted. The lack of an active public market could have a material adverse effect on the price of the Resulting Issuer Shares.

The Market Price of Resulting Issuer Shares May Be Volatile

The market price of Resulting Issuer Shares could be subject to significant fluctuations following completion of the Transaction. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions and the risk factors described in this Filing Statement could subject the market price of Resulting Issuer Shares to wide price fluctuations regardless of the Resulting Issuer’s operating performance. There can be no assurance that continual fluctuations in price will not occur.

The Resulting Issuer May Issue Additional Equity Securities

Following completion of the Transaction, the Resulting Issuer may issue equity securities and or securities convertible into equity securities to finance its activities, including in order to finance acquisitions. If the Resulting Issuer were to issue additional equity securities the ownership interest of existing shareholders may be diluted and some or all of the Resulting Issuer’s financial measures on a per share basis could be reduced.

Value Assigned to North Shore May Be Incorrect

The valuation placed on North Shore for the purposes of the Transaction has been determined by negotiation among North Shore and Clover Leaf. There can be no assurance that the number of Resulting Issuer Shares will not, in the fullness of time, prove to be excessive. If the market determines that the number of Resulting Issuer Shares is excessive, the market price of the Resulting Issuer Shares will be adversely affected.

No Assurance of Payment of Dividends

The declaration, timing, amount and payment of dividends will be at the discretion of the board of directors of the Resulting Issuer and will depend upon the Resulting Issuer’s future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that the Resulting Issuer will declare a dividend on a quarterly, annual or other basis.

Risks Related to Resulting Issuer’s Business

Limited Operating History

Clover Leaf was incorporated on March 2, 2021 and has a limited operating history. Clover Leaf does not have any history of earnings or profitability. The likelihood of success of the Resulting Issuer must be considered in light of the problems, expenses, difficulties, complication and delays frequently encountered in connection with the establishment of any business particularly in the junior mineral exploration sector. The Resulting Issuer will have limited financial resources and there is no assurance that additional funding will be available to it for further operations or to fulfill its obligations under applicable agreements. There is no assurance that the Resulting Issuer will be able to generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Exploration and Development Risk

Mining operations generally involve a high degree of risk. The Resulting Issuer’s operations will be subject to all the hazards and risks normally encountered in the exploration, development and production of mineral properties, including unusual and unexpected geologic formations, seismic activity, explosions, rock bursts, cave-ins, flooding, pit wall failure and other conditions involved in drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, delays in mining, monetary losses and possible legal liability.

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The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines and no assurance can be given that minerals will be discovered in sufficient quantities or having sufficient grade to justify commercial operations or that funds required for development can be obtained on a timely basis. Mineral exploration involves many risks and uncertainties, and success in exploration is dependent on a number of factors, including the quality of management, quality and availability of geological expertise and the availability of exploration capital. Substantial expenditures are required to establish mineral resources and mineral reserves, complete drilling and to develop processes to extract the minerals, develop mining and processing facilities and suitable infrastructure at any site chosen for mining, and establish commercial operations. Also, substantial expenses may be incurred on exploration projects which are subsequently abandoned due to poor exploration results or the inability to define reserves which can be mined economically. Even if an exploration program is successful and economically recoverable minerals are found, it can take a number of years from the initial phases of drilling and identification of the mineralization until production is possible, during which time the economic feasibility of extraction may change and the minerals that were economically recoverable at the time of discovery cease to be economically recoverable. There can be no assurance that the minerals recovered in small scale tests will be duplicated in large scale tests under on-site conditions or in production scale operations.

The commercial viability of the uranium projects and other properties in which the Resulting Issuer has or may acquire an interest in the future depends upon on a number of factors, all of which are beyond the control of the Resulting Issuer, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; uranium prices, which are highly cyclical; general and local labour market conditions; the proximity and capacity of milling facilities; local, provincial, federal and international government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; ongoing costs of production; and availability and cost of additional funding. The exact effect of these factors, either alone or in combination, cannot be accurately predicted and their impact may result in the Resulting Issuer not being able to economically extract minerals from any identified mineral resource or mineral reserve which, in turn, could have a material and adverse impact on the Resulting Issuer’s cash flows, earnings, results of operations and financial condition and prospects. The Resulting Issuer cannot provide any certainty that the exploration or development programs planned by the Resulting Issuer will result in a profitable commercial mining operation in respect of the uranium projects or other properties in which the Resulting Issuer may acquire an interest in the future.

Negative Cash Flow

Clover Leaf has a limited history of operations, and no history of earnings, cash flow or profitability; it has had negative operating cash flow since its date of incorporation, and will continue to have negative operating cash flow for the foreseeable future. The West Bear Property and Falcon Property are at the initial exploration stage only. The Resulting Issuer will have no source of operating cash flow and no assurance that additional funding will be available for further exploration and development of the West Bear Property and Falcon Property when required. No assurance can be given that the Resulting Issuer will ever attain positive cash flow or profitability.

Dependence on the West Bear Property and the Falcon Property

Presently, the West Bear Property and the Falcon Property will account for all of the Resulting Issuer’s future revenue if such properties result in profitable commercial mining operations. Any adverse development affecting the progress of the West Bear Property and the Falcon Property such as, but not limited to, obtaining development financing on commercially suitable terms, hiring suitable personnel and mining contractors, or securing supply agreements on commercially suitable terms, may have a material adverse effect on the Resulting Issuer’s financial performance and results of operations. Ongoing activity at the West Bear Property and the Falcon Property will be undertaken without established Mineral Resources or Mineral Reserves and the economic viability of the operations on either project have not been established.

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Uncertainty of Resource Estimates

No assurance can be given that any tonnages and grades will be achieved or that any level of recovery will be realized. The grade of mineralization recovered may differ materially and adversely from the estimated average grades in any current or future resource estimates. Future production could differ dramatically from resource estimates for, among others, the following reasons:

mineralization or formations could be different from those predicted by drilling, sampling and similar examinations;
increases in operating mining costs and processing costs could adversely affect Mineral Resources;
the grade of the Mineral Resources may vary significantly from time to time and there is no assurance that any particular grade may be recovered from the Mineral Resources; and
declines in the market price of minerals may render the mining of some or all the Mineral Resources uneconomic.

Mineral resource estimates for the Resulting Issuer’s properties may require adjustments or downward revisions based upon further exploration or development work, actual production experience, or future changes in the price of uranium. In addition, the grade of mineralization ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.

Any of these factors may require the Resulting Issuer to reduce its Mineral Resource estimates or increase its cost estimates. Short-term factors, such as the need for the additional development of a deposit or the processing of new different grades, may impair the Resulting Issuer’s profitability. Should the market price of minerals fall, the Resulting Issuer could be required to materially write down its investment in mining properties or delay or discontinue production or the development of new projects.

Commodity Prices

The profitability of the Resulting Issuer’s operations will be dependent upon the market price of uranium and other mineral commodities. The price of uranium has recently experienced and may continue to experience volatile and significant price movements over short periods of time. Factors impacting price include interest rates, the rate of inflation or deflation, global and regional supply and demand, consumption patterns, forward sales by producers, currency exchange fluctuations, speculative activities, increased production due to improved mining and production methods, reprocessing of spent fuel, re-enrichment of depleted uranium tails or waste, and potential changes to uranium markets due to government policies such as uranium import quotas or tariffs. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political and economic developments in major uranium-producing countries throughout the world. Current and future price declines could cause commercial production to be impracticable.

The Resulting Issuer’s future revenues and earnings also could be affected by the prices of other commodities such as fuel and other consumable items, although to a lesser extent than by the price of uranium. The prices of these commodities are affected by numerous factors beyond the Resulting Issuer’s control.

Mining Operations May Not Be Established or Profitable

The successful exploration and development of mineral properties is speculative. Such activities are subject to a number of uncertainties, which even a combination of careful evaluation, experience and knowledge may not eliminate. Most exploration projects do not result in the discovery of commercially mineable deposits. There is no certainty that the expenditures made or to be made by the Resulting Issuer in the exploration and development of its mineral properties or properties in which it has an interest will result in the discovery of uranium or other mineralized

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materials in commercial quantities. While discovery of a uranium deposit may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a site. There is no assurance that the proposed exploration programs of the Resulting Issuer will result in profitable commercial uranium mining operations. The Resulting Issuer may abandon an exploration project because of poor results or because the Resulting Issuer feels that it cannot economically mine the mineralization.

The future development of the West Bear Property and the Falcon Property will require additional financing, permits, design, construction, processing plant, and related infrastructure. As a result, the Resulting Issuer will be subject to all of the risks associated with establishing mining operations and business enterprises, including: (a) the timing and cost, which will be considerable, of obtaining all necessary permits including environmental, construction, and operating permits; (b) the timing and cost, which will be considerable, of the construction of mining and processing facilities; (c) the availability and costs of skilled labour, power, water, transportation, and mining equipment; (d) the availability and cost of appropriate smelting and/or refining arrangements; (e) the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; and (f) the availability of funds to finance construction and development activities.

It is common in new mining operations to experience unexpected problems and delays during permitting, construction, and development. In addition, delays in the commencement of mineral production often occur, and once commenced, the production of a mine may not meet expectations or the estimates set forth in feasibility or other studies. Accordingly, there are no assurances that the Resulting Issuer will successfully establish mining operations or become profitable.

The Resulting Issuer May Not Use the Available Funds as Described in this Filing Statement

The Resulting Issuer currently intends to use its available funds as set out in this Filing Statement. However, the Resulting Issuer Board and/or management will have discretion in the actual application of the available funds and may elect to allocate them differently from that described in the Filing Statement if they believe it would be in the Resulting Issuer’s best interests to do so. Shareholders may not agree with the manner in which the Resulting Issuer Board and/or management chooses to allocate and spend the net proceeds. The failure by the Resulting Issuer Board and/or management to apply these funds effectively could have a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

Ability to Exploit Future Discoveries

It may not always be possible for the Resulting Issuer to participate in the exploitation of successful discoveries. Such exploitation may involve the need to obtain licenses or clearance from the relevant authorities, which may not be available on a timely basis or may require conditions to be satisfied and/or the exercise of discretion by such authorities. It may or may not be possible for such conditions to be satisfied, and such conditions may prove uneconomic or not practical. Furthermore, the decision to proceed to further exploitation may require the participation of other companies whose interest and objectives may not be consistent with those of the Resulting Issuer. Such further exploitation may also require the Resulting Issuer to meet or commit to financial obligations which it may not have anticipated or may not be able to commit to due to a lack of funds or an inability to raise funds.

Competition for Properties Could Adversely Affect the Resulting Issuer

The international uranium industries are highly competitive and significant competition exists for the limited supply of mineral lands available for acquisition. Many participants in the mining business include large, established companies with long operating histories. The Resulting Issuer may be at a disadvantage in acquiring new properties as many mining companies have greater financial resources and more technical staff. Accordingly, there can be no assurance that the Resulting Issuer will be able to compete successfully to acquire new properties or that any such acquired assets would yield reserves or result in commercial mining operations.

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Competition from Other Energy Sources and Public Acceptance of Nuclear Energy

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Lower prices of oil, natural gas, coal, hydro-electricity and subsidized renewable energies may result in lower demand for uranium concentrate and uranium conversion services. Furthermore, the growth of the uranium and nuclear power industry beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating carbon-free electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry.

Global Demand and International Trade Restrictions

The international nuclear fuel industry, including the supply of uranium concentrates, is relatively small compared to other minerals, and is generally highly competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions. For example, the supply and marketing of uranium from Russia is limited by international trade agreements.

In general, trade agreements, governmental policies and/or trade restrictions are beyond the control of the Resulting Issuer and may affect the supply of uranium available for use in markets like the United States and Europe, which are currently the largest markets for uranium in the world. Similarly, trade restrictions or foreign policy have the potential to impact the ability to supply uranium to developing markets, such as China and India. If substantial changes are made to regulations affecting the global marketing and supply of uranium, the Resulting Issuer’s business, financial condition and results of operations may be materially adversely affected.

Financing Risks

The Resulting Issuer expects to be substantially dependent upon the equity and debt capital markets or alternative sources of funding to pursue additional investments. There can be no assurance that such financing will be available to the Resulting Issuer on acceptable terms or at all.

From time to time, the Resulting Issuer may rely on debt financing for a portion of its business activities, including capital and operating expenditures. There are no assurances that the Resulting Issuer will be able to comply at all times with any covenants under its debt arrangements, if applicable; nor are there assurances that the Resulting Issuer will be able to secure new financing that may be necessary to finance its operations and capital growth program. Any failure of the Resulting Issuer to secure financing or refinancing, to obtain new financing or to comply with applicable covenants under its borrowings could have a material adverse effect on the Resulting Issuer’s financial results. Further, any inability of the Resulting Issuer to obtain new financing may limit its ability to support future growth.

Additional equity or debt financings may significantly dilute positions held by shareholders of the Resulting Issuer, increase the Resulting Issuer’s leverage or require the Resulting Issuer to grant security over its assets. If the Resulting Issuer is unable to obtain such financing, it may not be able to develop the West Bear Property and the Falcon Property or execute on its business strategy. If the Resulting Issuer is unable to obtain financing for business activities, it may determine to allocate income, if any, from other investments to finance business activities.

Operations and Exploration Subject to Governmental Regulations

The Resulting Issuer’s operations and exploration and development activities are subject to extensive laws and regulations governing various matters, including: (a) environmental protection; (b) management and use of toxic substances and explosives; (c) management of natural resources; (d) management of tailings and other wastes; (e) mine construction; (f) exploration, development of mines, production and post-closure reclamation; (g) exports; (h) price controls; (i) taxation and mining royalties; (j) regulations concerning business dealings with indigenous groups; (k) labour standards and occupational health and safety, including mine safety; and (l) historic and cultural

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preservation. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities, enjoining or curtailing operations, or requiring corrective measures, installation of additional equipment, or remedial actions, any of which could result in the Resulting Issuer incurring significant expenditures. The Resulting Issuer may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations, or permitting requirements. It is also possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expenses, capital expenditures, restrictions on or suspensions of the Resulting Issuer’s operations, if any, and delays in the development of the West Bear Property and the Falcon Property.

Operation and Exploration Activities are Subject to Environmental and Endangered Species Laws and Regulations

All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of government laws and regulations, including laws and regulations relating to the protection of endangered and threatened species. Compliance with such laws and regulations can require significant expenditures and a breach may result in the imposition of fines and penalties, which may be material. In addition, such laws and regulations can constrain or prohibit the exploration and development of new projects or the development or expansion of existing projects. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, increases in land use restrictions, larger fines and liability and potentially increased capital expenditures and operating costs. Any breach of environmental legislation by owners or operators of the property underlying the Resulting Issuer’s asset portfolio could have a material impact on the viability of the West Bear Property and the Falcon Property and impair the revenue derived from the owned properties or applicable interest, which could have a material adverse effect on the Resulting Issuer’s operations, financial condition and the trading price of its securities.

Mineral Properties May Be Subject to Rights of Indigenous Peoples

Various international, national, state and provincial laws, codes, resolutions, conventions, guidelines, treaties and other principles and considerations relate to the rights of indigenous peoples. First Nations and Métis rights, entitlements and title claims may impact the Resulting Issuer’s ability and that of its joint venture partners to pursue exploration, development and mining at its Saskatchewan properties. Pursuant to historical treaties, First Nations in northern Saskatchewan ceded title to most traditional lands but continue to assert title to the minerals within the lands. Métis people have not signed treaties; they assert Aboriginal rights throughout Saskatchewan, including Aboriginal title over most if not all of the Resulting Issuer’s project lands. The Resulting Issuer will hold, exploration interests in respect of operations located in some areas presently or previously inhabited or used by indigenous peoples. Many of these impose obligations on government to respect the rights of indigenous peoples. Some mandate consultation with indigenous peoples regarding actions which may affect indigenous peoples, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national requirements, principles and considerations pertaining to indigenous peoples continue to evolve and be defined. The West Bear Property and the Falcon Property in respect of which the Resulting Issuer will hold an interest pursuant to the West Bear Option Agreement and the Falcon Option Agreement are subject to the risk that one or more groups of indigenous peoples may oppose operation or new development. Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression against the operator’s activities. Opposition by indigenous peoples to such activities may require modification of or preclude operation or development of projects or may require the entering into of agreements with indigenous peoples. Claims and protests of indigenous peoples may disrupt or delay activities of the operators of assets in respect of which the Resulting Issuer holds an exploration interest which may result in a material adverse effect on the Resulting Issuer profitability, results of operations and financial condition and the trading price of its securities.

Managing relations with the local First Nations and Métis communities is a matter of paramount importance to the Resulting Issuer. Engagement with, and consideration of other rights of, potentially affected Indigenous peoples may require accommodations, including undertakings regarding funding, contracting, environmental practices, employment and other matters and can be difficult. This may affect the timetable and costs of exploration, evaluation and development of the Resulting Issuer’s projects. The inability of the Resulting Issuer to maintain positive relationships with communities of interest, including local First Nations and Métis, may result in additional obstacles to permitting, increased legal challenges, or other disruptions to the Resulting Issuer’s exploration, development and

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production plans, and could have a significant adverse impact on the Resulting Issuer’s share price and financial condition.

Permits and Licences

The mining and exploration activities of the Resulting Issuer will require permits from various governmental authorities and such operations are, and will be, governed by laws and regulations governing exploration, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety, mine permitting and other matters. Companies engaged in mining and exploration activities generally experience increased costs and delays as a result of the need to comply with applicable laws, regulations and permits. The Resulting Issuer anticipates that it will be able to obtain in the future all necessary licenses and permits to carry on the activities which it intends to conduct, and that it intends to comply in all material respects with the terms of such licenses and permits; however, there can be no assurance that all permits that the Resulting Issuer may require for mining and exploration will be obtainable on reasonable terms or on a timely basis, or that such laws and regulations would not have an adverse effect on any project that the Resulting Issuer may undertake. The Resulting Issuer believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. However, there may be unforeseen environmental liabilities of the Resulting Issuer resulting from exploration and/or mining activities and these may be costly to remedy.

Operational Risks

Mineral exploration and mining involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These hazards include unusual or unexpected formations, formation pressures, inclement weather conditions, seismic activity, fires, power outages, industrial accidents, flooding, explosions, rock bursts, cave-ins or pit wall failures and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, catastrophic damage to property or loss of life, labour disruptions, technological failure of mining methods, equipment failure or the inability to obtain suitable or adequate machinery, equipment or labour. Operations in which the Resulting Issuer will have a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of minerals, any of which could result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. Although the Resulting Issuer intends to maintain liability insurance in an amount which it considers adequate, the nature of these risks is such that liabilities could exceed policy limits, in which event the Resulting Issuer could incur significant costs that could have a materially adverse effect upon its financial condition.

Environmental Matters

The Resulting Issuer’s operations will be subject to laws and regulations regarding environmental matters, the use or abstraction of water, and the discharge of mining wastes and materials. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. Furthermore, any failure to comply fully with all applicable laws and regulations could have significant adverse effects on the Resulting Issuer, including the suspension or cessation of operations. Environmental laws and regulations change frequently, and the implementation of new, or the modification of existing, laws or regulations could harm the Resulting Issuer. The Resulting Issuer cannot predict how agencies or courts in foreign countries will interpret existing laws and regulations or the effect that these adoptions and interpretations may have on the Resulting Issuer’s business or financial condition.

The Resulting Issuer may be required to make significant expenditures to comply with governmental laws and regulations. Any significant mining operations will have some environmental impact, including land and habitat impact, arising from the use of land for mining and related activities, and certain impact on water resources near the project sites, resulting from water use, rock disposal and drainage run-off. No assurances can be given that such environmental issues will not have a material adverse effect on the Resulting Issuer’s operations in the future. Environmental hazards may exist on the West Bear Property or the Falcon Property in which the Resulting Issuer

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holds interests which are unknown to the Resulting Issuer at the present time and which have been caused by previous or existing owners or operators of the properties. While North Shore believes it does not currently have any material unsatisfied environmental obligations, exploration activities may give rise in the future to significant liabilities on the Resulting Issuer’s part to the government and third parties and may require the Resulting Issuer to incur substantial costs of remediation. Norther Shore believes it is in substantial compliance with all material laws and regulations that currently apply to its operations. However, there can be no assurance that all permits which the Resulting Issuer may require for the conduct of uranium exploration operations will be obtainable or can be maintained on reasonable terms or that such laws and regulations would not have an adverse effect on any uranium exploration project which the Resulting Issuer might undertake. World-wide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Additionally, the Resulting Issuer may not maintain insurance against environmental risks. As a result, any claims against the Resulting Issuer may result in liabilities the Resulting Issuer will not be able to afford, resulting in the failure of the Resulting Issuer’s business. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Companies engaged in uranium exploration operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation of existing laws, could have a material adverse impact on the Resulting Issuer and cause increases in exploration expenses or capital expenditures or require abandonment or delays in development of new exploration properties.

Additional Costs May Be Incurred by Mineral Property Operators as a Result of International Climate Change Initiatives

The Resulting Issuer acknowledges climate change as an international and community concern. The Resulting Issuer supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. In addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, the Resulting Issuer expects this may result in increased costs at the West Bear Property and the Falcon Property, which could have a material impact on the viability of the property and impair the revenue derived from the interest, which could have a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of the Resulting Issuer’s securities.

Community Relations

The Resulting Issuer’s relationships with the communities in which it operates and other stakeholders are critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of exploration activities on the environment and on communities impacted by such activities. Publicity adverse to the Resulting Issuer, its operations or extractive industries generally, could have an adverse effect on the Resulting Issuer and may impact relationships with the communities in which the Resulting Issuer operates. While the Resulting Issuer is committed to operating in a socially responsible manner, there can be no assurance that its efforts in this respect will mitigate this potential risk. Further, damage to the Resulting Issuer’s reputation can be the result of the perceived or actual occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easy for individuals and groups to communicate and share opinions and views in regards to the

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Resulting Issuer and its activities, whether true or not. While the Resulting Issuer strives to uphold and maintain a positive image and reputation, the Resulting Issuer does not ultimately have control over how it is perceived by others. Reputation loss may lead to increased challenges in developing, maintaining community relations and advancing its projects and decreased investor confidence, all of which may have a material adverse impact on the financial performance and growth of the Resulting Issuer.

Defects in Title to Mineral Properties

Establishing title to mineral properties is a very detailed and time-consuming process. Title to the area of mineral properties may be disputed. While North Shore has investigated title to all of its mineral claims and, to the best of its knowledge, title to all of its properties are in good standing, mineral properties may be subject to prior unregistered agreements or transfers and title may be affected by such undetected defects. There may be valid challenges to the title of the Resulting Issuer’s properties which, if successful, could impair exploration, development and/or operations. The Resulting Issuer’s mineral properties may be subject to aboriginal land claims, prior unregistered agreements or transfers and title may be affected by undetected defects. The Resulting Issuer cannot give any assurance that title to its properties will not be challenged.

Defects in or disputes relating to the interests of the Resulting Issuer holds or acquires may prevent it from realizing the anticipated benefits from these interests. Material changes could also occur that may adversely affect management’s estimate of the carrying value of the Resulting Issuer’s interests and could result in impairment charges. While the Resulting Issuer will seek to confirm the existence, validity, enforceability, terms and geographic extent of the interests it acquires, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mineral property and to the documents reflecting the interest. The discovery of any defects in, or any disputes in respect of, the Resulting Issuer’s interests, could have a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

A defect in the chain of title to one of the Resulting Issuer’s interests or necessary for the anticipated development or operation of a particular project to which an interest relates may arise to defeat or impair the claim of the operator to a property which could in turn result in a loss of the Resulting Issuer’s interest in respect of that property. In addition, claims by third parties or aboriginal groups in Saskatchewan and elsewhere may impact on the operator’s ability to conduct activities on a property to the detriment of the Resulting Issuer’s interests. To the extent an owner or operator does not have title to the property, it may be required to cease operations or transfer operational control to another party. Certain interests can be contractual in nature, rather than an interest in land, with the risk that an assignment or bankruptcy or insolvency proceedings by an owner will result in the loss of any effective interest in a particular property. Further, even in those jurisdictions where there is a right to record or register interests held by the Resulting Issuer in land registries or mining recorders offices, such registrations may not necessarily provide any protection to the Resulting Issuer. As a result, known title defects, as well as unforeseen and unknown title defects may impact operations at a project in respect of which the Resulting Issuer has an interest and may result in a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

Amalgamations and Integration

From time to time, the Resulting Issuer may pursue opportunities to acquire additional mining assets and businesses. Any acquisition that the Resulting Issuer may choose to complete may be of a significant size, may change the scale of the Resulting Issuer’s business and operations, and may expose the Resulting Issuer to new geographic, political, operating, financial and geological risks. The Resulting Issuer’s success in its acquisition activities will depend on its ability to identify suitable acquisition candidates that fit its business strategy, negotiate acceptable terms for any such acquisition, obtain approvals from regulatory authorities in the jurisdiction of the business or property to be acquired, and integrate the acquired operations successfully with those of the Resulting Issuer. Any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after the Resulting Issuer has committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; the Resulting Issuer may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing

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the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt the Resulting Issuer’s ongoing business and its relationships with employees, customers, suppliers and contractors; and, to the extent that the Resulting Issuer makes an acquisition outside of markets in which it has previously operated, the Resulting Issuer may have difficulty conducting and managing operations in a new operating environment.

Acquiring additional business or properties could place increased pressure on the Resulting Issuer’s cash flow if such acquisitions involve a cash consideration. In the event that the Resulting Issuer chooses to raise debt capital to finance any such acquisition, the Resulting Issuer’s leverage will be increased. If the Resulting Issuer chooses to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, the Resulting Issuer may choose to finance any such acquisition with its existing resources. The integration of the Resulting Issuer’s existing operations with any acquired business will require significant expenditures of time, attention and funds. Achievement of the benefits expected from consolidation would require the Resulting Issuer to incur significant costs in connection with, among other things, implementing financial and planning systems. The Resulting Issuer may not be able to integrate the operations of a recently acquired business or restructure the Resulting Issuer’s previously existing business operations without encountering difficulties and delays. In addition, this integration may require significant attention from the Resulting Issuer’s management team, which may detract attention from the Resulting Issuer’s day-to-day operations. Over the short-term, difficulties associated with integration could have a material adverse effect on the Resulting Issuer’s business. In addition, the acquisition of mineral properties may subject the Resulting Issuer to unforeseen liabilities, including environmental liabilities, which could have a material adverse effect on the Resulting Issuer. There can be no assurance that the Resulting Issuer would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

Future Litigation Could Affect Title

Potential litigation may arise with respect to the West Bear Property and the Falcon Property, or any other property on which the Resulting Issuer may hold an interest (for example, litigation between joint venture partners or between operators and original property owners or neighboring property owners). As a holder of such interests, the Resulting Issuer will not generally have any influence on the litigation and will not generally have access to data. Any such litigation that results in the cessation or reduction of production from a property (whether temporary or permanent) or the expropriation or loss of rights to a property could have a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

Deficient Third Parties’ Reviews, Reports and Projections

The Resulting Issuer will rely upon third parties to provide analysis, reviews, reports, advice and opinions regarding the Resulting Issuer’s projects. There is a risk that such analysis, reviews, reports, advice, opinions will be inaccurate, in particular with respect to resource estimation, process development and recommendations for products to be produced as well as with respect to economic assessments including estimating the capital and operation costs of the Resulting Issuer’s project and forecasting potential future revenue streams. Uncertainties are also inherent in such estimations.

Dependence on Key Individuals

Locating and developing mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration, development and production personnel involved. The success of the Resulting Issuer will largely dependent on the performance of its key personnel. The Resulting Issuer’s success will also largely dependent on its ability to hire and retain other highly qualified personnel. This is particularly true in highly technical businesses such as mineral exploration. The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for this workforce is intense. As the Resulting Issuer’s business activity grows, the Resulting Issuer will require additional key executive, financial, operational, administrative and mining personnel. The Resulting Issuer will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. These individuals are in high demand and the Resulting Issuer may not be able to attract the personnel it needs. Failure to retain key personnel or to attract and retain additional key individuals with necessary skills could have a materially adverse impact upon the Resulting Issuer’s business, its operating results as well as its overall financial condition.

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Directors and Officers May Have Conflicts of Interest

Certain of the proposed directors and/or officers of the Resulting Issuer, are or will be, and may continue to be, involved in other business ventures through their direct and indirect participation in corporations, partnerships, joint ventures, etc. that may become potential competitors of the technologies, products and services the Resulting Issuer intends to provide. Situations may arise where the other interest of these directors and officers conflict with, or diverge from, the Resulting Issuer’s interest. Certain of such conflicts may be required to be disclosed in accordance with procedures and remedies, as applicable, under corporate law, however, such procedures and remedies may not fully protect the Resulting Issuer. In addition, in conflict of interest situations, the directors and officers of the Resulting Issuer may owe the same duty to another company and will need to balance their competing interest. Circumstances (including with respect to future corporate opportunities) may arise that may be resolved in a manner that is unfavorable to the Resulting Issuer.

Global Financial Conditions May Be Volatile

Market events and conditions, including the ongoing COVID-19 pandemic, disruptions in the international credit markets and other financial systems, along with political instability, including the conflict in Ukraine, have resulted in commodity prices remaining volatile. These conditions have also caused a loss of confidence in global credit markets resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader credit markets to be volatile and interest rates to remain at historical lows. These events are illustrative of the effect that events beyond the Resulting Issuer’s control may have on commodity prices, demand for metals, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect Resulting Issuer’s business. Global financial conditions have always been subject to volatility. These and other factors may impact the ability of Resulting Issuer to obtain equity or debt financing in the future and, if obtained, the favourability of the terms of such financing to Resulting Issuer. Increased levels of volatility and market turmoil can adversely impact Resulting Issuer’s operations and the price of the Resulting Issuer Shares.

Adequate Infrastructure May Not Be Available to Develop the Resulting Issuer’s Properties

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect or inhibit the operations at the properties in respect of which the Resulting Issuer holds an interest, which may result in a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of their securities.

The Ongoing Spread of COVID-19 May Negatively Impact the Resulting Issuer’s Business.

The Resulting Issuer’s business, operations and financial condition could be materially adversely affected by the outbreak of pandemics or other health crises, such as the outbreak of COVID-19 that was designated as a pandemic by the World Health Organization on March 11, 2020. The international response to the spread of COVID-19 led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility, and a general reduction in consumer activity. Such public health crises can result in operating, supply chain and project development delays and disruptions, global stock market and financial market volatility, declining trade and market sentiment, reduced movement of people and labour shortages, and travel and shipping disruption and shutdowns, including as a result of government regulation and prevention measures, or a fear of any of the foregoing, all of which could affect commodity prices, interest rates, credit risk and inflation. In addition, the COVID-19 pandemic, and any future emergence and spread of similar pathogens could have an adverse impact on global economic conditions which may adversely impact the Resulting Issuer’s operations, and the operations of suppliers, contractors and service providers.

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The Resulting Issuer may experience business interruptions, including suspended (whether government mandated or otherwise) or reduced operations relating to COVID-19 and other such events outside of the Resulting Issuer’s control, which could have a material adverse impact on its business, operations and operating results, financial condition and liquidity.

The Resulting Issuer will be Subject to Strong Competition in the Mining Industry.

The mining industry is competitive in all of its phases and requires significant capital, as well as technical and operational resources. Competition is also intense for mining equipment, supplies and qualified service providers. If qualified expertise cannot be sourced and at cost effective rates within Canada, the Resulting Issuer may need to procure those services outside of Canada, which could result in additional delays and higher costs to obtain work permits. Because of the high costs associated with exploration, the expertise required to analyze a project’s potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over the Resulting Issuer. The Resulting Issuer may face strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities. As a result of this competition, the Resulting Issuer may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms it considers acceptable.

Equipment, Materials and Skilled Technical Workers

The Resulting Issuer will be dependent on the availability of affordable and accessible equipment, replacement parts, and repair services and the absence or disrepair of such equipment, parts and services could affect or halt exploration or eventual production on the properties of the Resulting Issuer. There can be no guarantee that such equipment, parts or repair services will be available to the Resulting Issuer, or that such equipment, replacement parts or repair work will be available on commercially reasonable terms.

The Resulting Issuer will be dependent on the availability of affordable and accessible materials. There can be no guarantee of the availability, quality and reliability of the supply of neither such materials, nor that such materials will continue to be available to the Resulting Issuer on commercially reasonable terms.

The Resulting Issuer will be dependent on the availability of skilled technical workers to carry out various functions on the properties of the Resulting Issuer. There can be no guarantee that such skilled workers will be available to carry out such activities on behalf of the Resulting Issuer or that such workers will be available on commercially reasonable terms.

The Resulting Issuer’s Operations will be Subject to Human Error

Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage the Resulting Issuer’s interests, and even when those efforts are successful, people are fallible and human error could result in significant uninsured losses to the Resulting Issuer. These could include loss or forfeiture of mineral claims or other assets for non-payment of fees or taxes, significant tax liabilities in connection with any tax planning effort the Resulting Issuer might undertake and legal claims for errors or mistakes by the Resulting Issuer’s personnel.

Health & Safety

Mining, like many other exploration or extractive natural resource industries, is subject to potential risks and liabilities due to accidents that could result in serious injury or death. The impact of such accidents could affect the profitability of the operations, cause an interruption to operations, lead to a loss of licences, affect the reputation of the Resulting Issuer and its ability to obtain further licences, damage community relations and reduce the perceived appeal of the Resulting Issuer as an employer.

There is no assurance that the Resulting Issuer will at all times be in full compliance with all laws and regulations or hold, and be in full compliance with, all required health and safety permits. The potential costs and delays associated with compliance with such laws, regulations and permits could prevent the Resulting Issuer from proceeding with the development of a project or the operation or further development of a project, and any noncompliance therewith

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may adversely affect the Resulting Issuer’s business, financial condition and results of operations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Resulting Issuer and cause increases in exploration expenses, capital expenditures or production costs, reduction in the levels of production at producing properties, or abandonment or delays in development of new mining properties.

Nature and Climatic Conditions

The Resulting Issuer and the mining industry continuingly face geotechnical challenges which could adversely impact the Resulting Issuer’s production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as severe rainfall, floods, landslides, droughts, pit wall failures and rock fragility may occur, and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict are often affected by risks and hazards outside of the Resulting Issuer’s control. Such conditions could result in limited access to mine sites, suspensions or reductions in operations, government investigations, increased monitoring costs, remediation costs, loss or ore and other impacts which could cause the Resulting Issuer’s projects to be less profitable than currently anticipated and could result in a material adverse effect on the Resulting Issuer’s results of operations and financial position.

Uninsured or Uninsurable Risks

In the course of exploration, development and production of mineral resource properties, several risks and, in particular, significant risks that could result in damage to, or destruction of vessels and producing or processing facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability, may occur. It is not always possible to fully insure against such risks, and the Resulting Issuer may decide not to take out insurance against such risks as a result of high premiums or for other reasons. Should such liabilities arise they could reduce or eliminate any future profitability and result in an increase in costs and a decline in value of the securities of the Resulting Issuer. The Resulting Issuer cannot be certain that insurance will be available on acceptable terms or conditions. In some cases, coverage may not be acceptable or may be considered too expensive relative to the perceived risk.

Disruption in the Resulting Issuer’s Activities Due to Acts of God May Adversely Affect the Resulting Issuer

Disruptions in the activities of the Resulting Issuer may be caused by natural disasters, effects of climate change and man-made activities, pandemics, trade disputes and disruptions, war, terrorism, and any other form of economic, health, or political disruptions. The Resulting Issuer’s financial condition will be reliant on continued operations, and in circumstances where continued operations are not possible, the Resulting Issuer is likely to experience a decline in its revenue, and may suffer additional disruptions in the form of lack of access to its workforce, customers, technology, or other assets. The extent of the impact on the Resulting Issuer will vary with the extent of the disruption and cannot be adequately predicted in advance.

Information Systems and Cyber Security

Although to date Clover Leaf has not experienced any information security breaches or any losses relating to cyberattacks, there can be no assurance that the Resulting Issuer will not incur such losses in the future.

The Resulting Issuer’s operations depend upon the availability, capacity, reliability and security of its IT infrastructure, and its ability to expand and update this infrastructure as required, to conduct daily operations. The Resulting Issuer will rely on various IT systems in all areas of its operations, including financial reporting, contract management, exploration and development data analysis, human resource management, regulatory compliance and communications with employees and third parties.

These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as network and/or hardware disruptions resulting from incidents such as unexpected interruptions or failures, natural disasters, fire, power loss, vandalism and theft. The Resulting Issuer’s

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operations will also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures.

The ability of the IT function to support the Resulting Issuer’s business in the event of any such occurrence and the ability to recover key systems from unexpected interruptions cannot be fully tested. There is a risk that, if such an event actually occurs, the Resulting Issuer’s continuity plan may not be adequate to immediately address all repercussions of the disaster. In the event of a disaster affecting a data centre or key office location, key systems may be unavailable for a number of days, leading to inability to perform some business processes in a timely manner. As a result, the failure of the Resulting Issuer’s IT systems or a component thereof could, depending on the nature of any such failure, adversely impact the Resulting Issuer’s reputation and results of operations.

Unauthorized access to the Resulting Issuer’s IT systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to the Resulting Issuer’s business activities or its competitive position. Further, disruption of critical IT services, or breaches of information security, could have a negative effect on the Resulting Issuer’s operational performance and its reputation. The Resulting Issuer’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.

There is no assurance that the Resulting Issuer will not suffer losses associated with cyber-security breaches in the future, and may be required to expend significant additional resources to investigate, mitigate and remediate any potential vulnerabilities. As cyber threats continue to evolve, the Resulting Issuer may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

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PART VII – GENERAL MATTERS

Sponsorships/Relationships

The Exchange requires sponsorship of a Qualifying Transaction, unless exempted therefrom in accordance with the policies of the Exchange or a wavier is obtained. The Resulting Issuer intends, subject to the approval of the Exchange, to rely on a waiver of the sponsorship requirements provided in subsection 3.4(a) of Exchange Policy 2.2.

There are no actual or anticipated agreements of Clover Leaf or North Shore with any registrant to provide sponsorship or any corporate services either now or in the future.

Experts

The following professional persons have prepared reports or have provided opinions that are either included or referenced within this Filing Statement:

Clover Leaf’s auditor, Davidson & Company LLP, Chartered Professional Accountants, issued an independent auditor’s report in connection with the financial statements of Clover Leaf included in the Filing Statement. Davidson & Company LLP, Chartered Professional Accountants is independent of Clover Leaf in accordance with the code of professional conduct of the Chartered Professional Accountants of British Columbia.
North Shore’s auditor, Davidson & Company LLP, Chartered Professional Accountants, issued an independent auditor’s report in connection with the financial statements of North Shore included in the Filing Statement. Davidson & Company LLP, Chartered Professional Accountants, is independent of North Shore in accordance with the code of professional conduct of the Chartered Professional Accountants of British Columbia.
Information of a scientific and technical nature regarding the Falcon Property included in this Filing Statement is excerpted or derived from the Falcon Property Technical Report. To the knowledge of Clover Leaf and North Shore, neither Troy Marfleet nor Kimberley Halpin, held securities representing more than 1% of all issued and outstanding Clover Leaf Shares or North Shore Shares, respectively, as the date of the Falcon Property Technical Report.
Information of a scientific and technical nature regarding the West Bear Property included in this Filing Statement is excerpted or derived from the West Bear Property Technical Report. To the knowledge of Clover Leaf and North Shore, Troy Marfleet did not hold securities representing more than 1% of all issued and outstanding Clover Leaf Shares or North Shore Shares as the date of the West Bear Property Technical Report.

Expertised Report

Other Material Facts

To the knowledge of management of Clover Leaf and North Shore, there are no other material facts relating to Clover Leaf, North Shore, the Resulting Issuer and the Transaction that are not otherwise disclosed in this Filing Statement or are necessary for the Filing Statement to contain full, true and plain disclosure of all material facts relating to Clover Leaf, North Shore, the Resulting Issuer and the Transaction.

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Board Approval

The contents and the filing of this Filing Statement have been approved by the board of directors of Clover Leaf.

CERTIFICATE OF CLOVER LEAF CAPITAL CORP.

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of Clover Leaf Capital Corp. assuming Completion of the Qualifying Transaction.

DATED May 2, 2023.

(signed) “Tsend Tseren” Tsend Tseren Chief Executive Officer

(signed) “Dan O’Brien” Dan O’Brien Chief Financial Officer

On behalf of the Board of Directors

(signed) “Doris Meyer” (signed) “Blake Steele” Doris Meyer Blake Steele Director Director

CERTIFICATE OF NORTH SHORE ENERGY METALS LTD.

The foregoing, as it relates to North Shore Energy Metals Ltd. constitutes full, true and plain disclosure of all material facts relating to the securities of North Shore Energy Metals Ltd.

DATED May 2, 2023.

(signed) “Brooke Clements” Brooke Clements President

On behalf of the Board of Directors

(signed) “Andrew Stewart” (signed) “James Arthur” Andrew Stewart James Arthur Director Director

ACKNOWLEDGMENT – PERSONAL INFORMATION

“ Personal Information ” means any information about an identifiable individual, and includes information contained in any items in the attached Filing Statement that are analogous to Items 4.2, 11, 12.1, 15, 17.3, 18, 22, 23, 25, 30.3, 31, 32, 33, 34, 35, 36, 37, 40 and 41 of the Exchange Form 3B1/3B2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to the Exchange Form 3B1/3B2; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

DATED this 2nd day of May, 2023.

CLOVER LEAF CAPITAL CORP.

“Tsend Tseren”

Tsend Tseren Chief Executive Officer

A-1

APPENDIX “A”

CLOVER LEAF FINANCIAL STATEMENTS

( See attached )

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Clover Leaf Capital

Financial Statements

For the year ended December 31, 2022

(Expressed in Canadian dollars)

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INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Clover Leaf Capital Corp.

Opinion

We have audited the accompanying financial statements of Clover Leaf Capital Corp. (the “Company”), which comprise the statements of financial position as at December 31, 2022 and 2021, and the statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended December 31, 2022 and the period from incorporation on March 2, 2021 to December 31, 2021, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the year ended December 31, 2022 and the period from incorporation on March 2, 2021 to December 31, 2021 in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in our auditor’s report.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Guy Thomas.

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Vancouver, Canada April 20, 2023

Chartered Professional Accountants

Clover Leaf Capital Corp. Statements of Financial Position (Expressed in Canadian dollars)

			December 31,		December 31,
			2022		2021
	Note
ASSETS
Current assets
Cash		$	601,553	$	290,059
GST receivable			6,515		3,639
		$	608,068	$	293,698
LIABILITIES AND SHAREHOLDERS' EQUITY
Trade and otherpayables	5	$	63,943	$	44,759
			63,943		44,759
Shareholders' equity
Share capital	4		738,649		360,000
Reserve	4		119,866		64,267
Deficit			(314,390)		(175,328)
			544,125		248,939
		$	608,068	$	293,698
Nature of operations	1
Qualifying Transaction and Subsequent events	9

These financial statements are approved for issue by the Board of Directors of the Company on April 20, 2023.

They are signed on the Company’s behalf by:

“Tsend Tseren”, Director “Blake Steele”, Director

The accompanying notes are an integral part of these financial statements

Clover Leaf Capital Corp. Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars)

					Period from
					incorporation on
			Year ended		March 2 to
		December 31, 2022		December 31, 2021
	Note
Expenses
Consulting fees	5	$	12,000	$	10,000
Office expenses			4,891		2,713
Professional fees	5		71,275		86,166
Regulatory and filing fees			19,948		12,182
Share-based compensation	4		30,948		64,267
Loss and comprehensive loss for theperiod		$	(139,062)	$	(175,328)
Basic and diluted loss per common share		$	(0.01)	$	(0.03)
Weighted average number of common shares outstanding			10,818,082		7,010,526

The accompanying notes are an integral part of these financial statements

Clover Leaf Capital Corp. Statements of Cash Flows (Expressed in Canadian dollars)

				Period from
				incorporation on
		Year ended		March 2 to
	December 31, 2022		December 31, 2021
OPERATING ACTIVITIES
Loss for the period	$	(139,062)	$	(175,328)
Items not affecting cash:
Share-based compensation		30,948		64,267
Change in non-cash working capital items:
GST receivable		(2,876)		(3,639)
Trade and otherpayables		19,184		44,759
Net cash used in operatingactivities		(91,806)		(69,941)
FINANCING ACTIVITIES
Initial public offering		465,000		-
Share issue costs		(61,700)		-
Privateplacement		-		360,000
Net cashprovided byfinancingactivities		403,300		360,000
Increase in cash for the period		311,494		290,059
Cash, beginning of theperiod		290,059		-
Cash, end of theperiod	$	601,553	$	290,059
Non-cash investing and financing activities
Broker warrants	$	24,651	$	-
Supplementary information
Interest paid	$	-	$	-
Income taxespaid		-		-

The accompanying notes are an integral part of these financial statements

Clover Leaf Capital Corp.

Statements of Changes in Shareholders’ Equity (Expressed in Canadian dollars)

	Number of Shares	Share Capital Reserve Deficit Total Shareholders' Equity
Balance, December 31, 2021 Comprehensive loss for the year Initial public offering Share issue costs Share-based compensation	7,200,000 4,650,000 - - -	360,000 $ 64,267 $ (175,328) $ 248,939 $ 465,000 - - 465,000 (86,351) 24,651 - (61,700) - 30,948 - 30,948 - - (139,062) (139,062)
Balance, December 31, 2022	11,850,000	738,649 $ 119,866 $ (314,390) $ 544,125 $

	Number of Shares	Share Capital Reserve Deficit Total Shareholders' Equity
Comprehensive loss for the period Balance, March 2, 2021 Incorporation share issued Incorporation share cancelled Private placement Share-based compensation	- 1 (1) 7,200,000 - -	- $ - $ - $ - $ 1 - - 1 (1) - - (1) 360,000 - - 360,000 - 64,267 - 64,267 - - (175,328) (175,328)
Balance, December 31, 2021	7,200,000	360,000 $ 64,267 $ (175,328) $ 248,939 $

The accompanying notes are an integral part of these financial statements

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

1. NATURE OF OPERATIONS

Clover Leaf Capital Corp. (the “Company” or “Clover Leaf”) was incorporated on March 2, 2021 pursuant to the provisions of the Business Corporations Act (British Columbia). The corporate office and registered and records office of the Company is located at Unit 1 – 15782 Marine Drive, White Rock, BC, Canada, V4B 1E6.

On December 29, 2021, the Company filed its final prospectus to become a capital pool company (“CPC”) and for the Company’s initial public offering (“IPO”). On January 11, 2022, the Company became a reporting issuer in the provinces of British Columbia and Alberta as a result of the filing of its final prospectus. On March 22, 2022, the Company completed its IPO through the issuance of 4,650,000 common shares at a price of $0.10 per share for gross proceeds of $465,000 (Note 4), following which its common shares were listed on the TSX Venture Exchange (“TSX-V”). The Company’s shares commenced trading on the TSX-V on March 24, 2022 under the symbol CLVR.P.

The Company has not commenced operations and has no significant assets other than cash. As a CPC, the Company’s principal business objective is to identify and evaluate assets, properties or businesses with a view to a potential acquisition or participation by completing a qualifying transaction (“QT”) subject, in certain cases, to shareholders’ approval and acceptance by the TSX-V. There is no assurance that the Company will identify and successfully acquire businesses or assets that will produce a profit. Moreover, if a potential business or asset is identified which warrants acquisition or participation, the Company may not be able to obtain such financing on terms which are satisfactory to the Company.

Under the policies of the TSX-V, the Company must identify and complete a QT within 24 months from the date the Company’s shares are listed for trading on the TSX-V. There is no assurance that the Company will be able to complete a QT within this time period, or that it will be able to secure the necessary financing to complete a QT. The TSX-V may suspend or de-list the Company’s shares from trading should it not meet these requirements.

On September 26, 2022, the Company entered into a non-binding letter of intent with North Shore Energy Metals Ltd. (“North Shore”) pursuant to which the Company and North Shore will complete a transaction that will result in a reverse takeover of the Company by North Shore. On December 19, 2022, the Company and North Shore entered into a binding definitive share exchange agreement which replaces the LOI and is expected to constitute the Company’s QT (Note 9).

These financial statements have been prepared on a going concern basis with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at December 31, 2022, the Company has working capital of $544,125. Management estimates that these funds will provide the Company with sufficient financial resources to carry out currently planned operations through the next twelve months.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, economies, and financial markets globally. It is not possible for the Company to predict the duration or magnitude of the adverse impacts of the outbreak and its effects on the Company’s business or ability to complete a QT.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. The policies applied in these financial statements are based on the IFRS issued and outstanding as at the date the Board of Directors approved these financial statements for issue.

Basis of measurement

These financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Company’s functional and presentation currency.

Use of estimates and judgments

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates.

Share-based compensation

The fair value of stock options issued are subject to the limitation of the Black-Scholes option pricing model which incorporates market data and which involves uncertainty and subjectivity in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share price, changes in the subjective input assumptions can materially affect the fair value estimate.

Going concern assumption

In the determination of the Company’s ability to meet its ongoing obligations and future contractual commitments, management relies on the Company’s planning, budgeting and forecasting process to help determine the funds required to support the Company’s normal operations for a period of one year. Changes in estimated cash use may alter the Company’s ability to meet its ongoing obligations and future contractual commitments and could result in adjustments to the amounts and classifications of assets and liabilities should the Company be unable to continue as a going concern.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES

Financial instruments

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVTOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVTOCI are classified as FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income/loss.

The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. GST receivable is measured at amortized cost and cash is classified as FVTPL.

Impairment

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to the estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial liabilities

Financial liabilities are designated as either: (i) FVTPL; or (ii) amortized cost. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Trade and other payables are classified as other financial liabilities and carried on the statement of financial position at amortized cost. For the period presented, the Company does not have any derivative financial liabilities.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Share capital

The Company's common shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Loss per share

The Company presents basic and diluted earnings (loss) per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by dividing the profit or loss by the weighted average number of common shares outstanding assuming that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. In the Company’s case, diluted loss per share is the same as basic loss per share, as the effect of outstanding share options and share purchase warrants on loss per share would be anti-dilutive.

Share-based compensation

The stock option plan allows Company directors, officers, employees, and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based compensation expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from share-based reserve to share capital.

The fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.

Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous period.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, and there is the intention to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are adjusted to the extent that it is probable that the related tax benefit will be realized.

New standards, interpretations and amendments not yet effective

There are no new standards that will have any significant effect on the Company.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

4. SHARE CAPITAL

Authorized

The Company has an unlimited number of common shares without par value authorized for issue.

Issued and outstanding

On March 2, 2021, the Company issued one incorporator’s share for $1. The incorporator’s share was cancelled on March 10, 2021.

On March 10, 2021, the Company completed a non-brokered private placement through the issuance of 7,200,000 common shares at a price of $0.05 per share for gross proceeds of $360,000. These common shares were placed in escrow to be released pro-rata to the shareholders as follows: 25% on issuance of notice of final acceptance of a QT by the TSX-V and the remainder in three equal tranches of 25% every six months thereafter for a period of 18 months.

On March 22, 2022, the Company completed its IPO through the issuance of 4,650,000 common shares at a price of $0.10 per share for gross proceeds of $465,000. The Company paid share issue costs of $61,700 and issued 465,000 broker warrants exercisable at a price of $0.10 until March 22, 2024. The broker warrants were valued at $24,651 using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 2.02%; an expected volatility of 100%; an expected life of 2 years; a forfeiture rate of zero; and an expected dividend of zero. 243,000 of these common shares were placed in escrow to be released pro-rata to the shareholders as follows: 25% on issuance of notice of final acceptance of a QT by the TSX-V and the remainder in three equal tranches of 25% every six months thereafter for a period of 18 months.

Warrants

The continuity of warrants for the year ended December 31, 2022 is as follows:

			Balance,	Balance,								Balance,
	Exercise		December	31,							December 31,
Expiry date	price		2021			Granted		Exercised		Expired		2022
March 22,2024	$	0.10		-		465,000		-		-		465,000
				-		465,000		-		-		465,000
Weighted average	exercise	price	$	-	$	0.10	$	-	$	-	$	0.10

As at December 31, 2022, the weighted average remaining contractual life of the warrants outstanding was 1.22 years.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

4. SHARE CAPITAL (continued)

Options

On July 14, 2021, the Company adopted a rolling stock option plan (the “Original Option Plan”) which was applicable to directors, officers, employees and consultants. Under the Original Option Plan, the total outstanding stock options that may be granted were limited to 10% of the outstanding common shares of the Company at any one time. The maximum term of stock options was ten years from the grant date. The exercise price and vesting terms were at the discretion of the directors.

On September 9, 2022, the Company’s shareholders approved a new replacement stock option plan (the “New Option Plan”). The New Option Plan is a 10% “rolling” stock option plan which governs the granting of stock options to directors, officers, employees and consultants of the Company for the purchase of up to 10% of the issued and outstanding common shares of the Company from time to time which supersedes the Original Option Plan. Any stock options currently outstanding under the Original Option Plan will remain outstanding, however new stock option grants will be subject to the New Option Plan. The maximum term of stock options is ten years from the grant date. The exercise price and vesting terms are at the discretion of the directors.

The continuity of stock options for the year ended December 31, 2022 is as follows:

				Balance,								Balance,
	Exercise		December 31,								December 31,
Expiry date	price			2021		Granted		Exercised		Expired		2022
May 26, 2027	$	0.10		-		465,000		-		-		465,000
July15,2031	$	0.10		720,000		-		-		-		720,000
				720,000		465,000		-		-		1,185,000
Weighted average	exercise	price	$	0.10	$	0.10	$	-	$	-	$	0.10

As at December 31, 2022, all of the outstanding stock options were exercisable.

As at December 31, 2022, the weighted average remaining contractual life of the stock options outstanding was 6.92 years.

The continuity of stock options for the period ended December 31, 2021, is as follows:

														Balance,
	Exercise			Balance,									December 31,
Expiry date	price		March 2, 2021			Granted		Exercised			Expired			2021
July14,2031	$	0.10		-		720,000		-			-			720,000
				-		720,000		-			-			720,000
Weighted average	exercise	price	$	-	$	0.10	$		-	$		-	$	0.10

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

4. SHARE CAPITAL (continued)

Share-based compensation

On May 26, 2022, the Company granted 465,000 stock options to directors and officers at a fair value of $30,948 or $0.07 per option, all of which was recorded as share-based compensation for the year ended December 31, 2022. The fair value of the options granted was determined using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 2.59%; an expected volatility of 100%; an expected life of 5 years; a forfeiture rate of zero; and an expected dividend of zero.

On July 14, 2021, the Company granted 720,000 stock options to directors and officers at a fair value of $64,267 or $0.09 per option, all of which was recorded as share-based compensation for the period ended December 31, 2021. The fair value of the options granted was determined using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 1.16%; an expected volatility of 100%; an expected life of 10 years; a forfeiture rate of zero; and an expected dividend of zero.

5. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2022, the Company paid or accrued consulting fees of $12,000 (period from incorporation on March 2 to December 31, 2021 - $10,000) to Golden Oak Corporate Services Ltd. (“Golden Oak”). Golden Oak is a consulting company controlled by the Chief Financial Officer and the Corporate Secretary of the Company. Golden Oak provides the services of a Chief Financial Officer, a Corporate Secretary, and accounting and administrative staff to the Company. The Chief Financial Officer and the Corporate Secretary are employees of Golden Oak and are not paid directly by the Company. As at December 31, 2022, the Company owed Golden Oak $3,781 for the reimbursement of expenditures.

During the year ended December 31, 2022, the Company paid or accrued professional fees of $55,259 (period from incorporation on March 2 to December 31, 2021 - $37,865) to Maxis Law Corporation (“Maxis”), a law firm controlled by a director of the Company. As at December 31, 2022, the Company owed Maxis $45,054 for legal fees.

During the year ended December 31, 2022, the Company granted 465,000 stock options to directors and officers at a fair value of $30,948 (2021 – 720,000 stock options at a value of $64,267) (Note 4).

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments

Financial instruments are classified into one of the following categories: FVTPL; FVTOCI; or at amortized cost. The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instruments	Category	December 31, 2022	December 31, 2022	December 31, 2021	December 31, 2021
Cash	FVTPL	$	601,553	$	290,059
GST receivable	Amortized cost		6,515		3,639
Trade and otherpayables	Amortized cost		63,943		44,759

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs to valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying value of GST receivable and trade and other payables approximate their fair value due to their short-term nature. Cash is recorded at fair value using Level 1 of the fair value hierarchy.

Risk management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized as follows:

Credit Risk

Credit risk is the risk of loss associated with a counter party’s inability to fulfil its payment obligations. The Company’s credit risk is primarily attributable to its cash balances. The Company manages its credit risk on bank deposits by holding deposits in high credit quality banking institutions in Canada. Management considers that the credit risk with respect to cash is low.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Risk management (continued)

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to closely monitor cash forecasts and manage resources to ensure that there is sufficient capital in order to meet short-term business requirements. All of the Company’s financial liabilities are classified as current.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates. These fluctuations may be significant.

(a) Interest Rate Risk: The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risk on cash is not considered significant.
(b) Foreign Currency Risk: Currency risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate due to changes in foreign exchange rates. As at December 31, 2022 and 2021, the Company’s cash, GST receivable, and trade and other payables are denominated in Canadian dollars. As such, the Company is not subject to any foreign exchange risk.

7. MANAGEMENT OF CAPITAL

Capital is comprised of the Company’s shareholders’ equity. The Company’s objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.

As a CPC, the proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the following exceptions: reasonable expenses relating to the Company’s IPO; reasonable general and administrative expenses of no more than $3,000 per month; reasonable expenses relating to a QT; agents’ and finders’ fees, costs and commissions; assurance and audit fees; escrow agent and transfer agent fees; and regulatory filing fees. These restrictions apply until completion of a QT by the Company.

There has been no change in the Company’s capital management approach for the periods presented.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

8. INCOME TAXES

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

Period from incorporation on Year ended March 2, 2021 to December 31, 2022 December 31, 2021

Loss for theperiod	$	(139,062)	$	(175,328)
Expected income tax recovery	$	(38,000)	$	(47,000)
Permanent differences		10,000		17,000
Share issue costs		(17,000)		-
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses		12,000		-
Change in unrecognized deductible temporarydifferences		33,000		30,000
Total	$	-	$	-

The significant components of the Company’s deferred tax assets are as follows:

		December 31,		December	31,
		2022		2021
Deferred tax assets
Share issue costs	$	13,000	$		-
Non-capital losses available for futureperiods		50,000		30,000
Total unrecognized deferred tax assets	$	63,000	$	30,000

Deferred tax assets have not been recognized in these financial statements as it is not probable that they will be realized.

The significant components of the Company’s unrecognized temporary differences and tax losses are as follows:

follows:
		December 31,
		2022	Expiry date range
Temporary differences
Share issue costs	$	49,000	2023 to 2026
Non-capital losses available for futureperiods		186,000	2041 to 2042

Tax carry-forward balances which give rise to deferred tax assets are subject to review, and potential adjustment, by tax authorities.

Clover Leaf Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

9. QUALIFYING TRANSACTION AND SUBSEQUENT EVENTS

On September 26, 2022, the Company entered into a non-binding letter of intent (“LOI”) with North Shore pursuant to which the Company and North Shore will complete a transaction that will result in a reverse takeover of the Company by North Shore. The transaction is expected to constitute the Company’s QT.

On December 19, 2022, the Company entered into a binding definitive share exchange agreement which replaces the LOI and will constitute the Company’s QT (the “Transaction”). Pursuant to the agreement, Clover Leaf will acquire all of the outstanding securities of North Shore, a mineral exploration company which holds the Falcon and West Bear properties located in Saskatchewan.

Under the agreement, Clover Leaf will acquire 100% of the outstanding North Shore common shares from the North Shore shareholders in exchange for the issuance of one common share of Clover Leaf for each share of North Shore. An aggregate of 16,725,100 Clover Leaf common shares will be issued to the current shareholders of North Shore, which will result in the reverse takeover of Clover Leaf by North Shore. The agreement is subject to the approval of the TSX-V.

Prior to or concurrent with the closing of the Transaction, North Shore will complete an equity offering of subscription receipts 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 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 TSX-V.

The agreement provides that the Transaction will be completed as soon as possible, and in any event before the outside date of April 30, 2023 (the “Outside Date”), subject to the fulfilment of certain standard conditions, including, but not limited to, the following:

completion of the Concurrent Equity Offering;
TSX-V acceptance of the Transaction as the QT of Clover Leaf;
the Resulting Issuer meeting the Initial Listing Requirements as a Tier 2 issuer under the rules and policies of the TSX-V;
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.

In March 2023, the parties extended the Outside Date to June 30, 2023.

On April 6, 2023, the Company entered into a secured loan facility agreement with North Shore to provide interim funding for North Shore to complete certain property acquisition payments and meet other working capital needs prior to the completion of the Transaction. The maximum principal amount is $250,000, but advances will only be made on an as-needed basis at the discretion of Clover Leaf. The credit facility is at an interest rate of 7% per annum and payable no later than June 30, 2023. The Company has advanced North Shore $155,000 under the credit facility to date.

B-1

APPENDIX “B” CLOVER LEAF MANAGEMENT’S DISCUSSION AND ANALYSIS

( See attached )

==> picture [32 x 36] intentionally omitted <==

Clover Leaf Capital

Management Discussion & Analysis

For the year ended December 31, 2022

(Expressed in Canadian dollars)

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

The following is management’s discussion and analysis (“MD&A”) of the results of operations and financial condition of Clover Leaf Capital Corp. (the “Company” or “Clover Leaf”) for the year ended December 31, 2022, and up to the date of this MD&A. This MD&A should be read in conjunction with the accompanying audited financial statements for the year ended December 31, 2022, together with the notes thereto (the “Financial Report”).

All financial information in this MD&A is derived from the Company’s financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.

The effective date of this MD&A is April 20, 2023.

CORPORATE OVERVIEW AND OUTLOOK

Clover Leaf was incorporated on March 2, 2021 pursuant to the provisions of the Business Corporations Act (British Columbia). The corporate office and registered and records office of the Company is located at Unit 1 – 15782 Marine Drive, White Rock, B.C. V4B 1E6.

On March 22, 2022, the Company completed its IPO through the issuance of 4,650,000 common shares at a price of $0.10 per share for gross proceeds of $465,000, following which its common shares were listed on the TSX Venture Exchange (“TSX-V”).

The Company’s shares commenced trading on the TSX-V on March 24, 2022 under the symbol CLVR.P.

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

On September 26, 2022, the Company entered into a non-binding letter of intent with North Shore Energy Metals Ltd. (“North Shore”) pursuant to which the Company and North Shore will complete a transaction that will result in a reverse takeover of the Company by North Shore. The transaction is expected to constitute the Company’s QT.

Prior to or concurrent with the closing of the Transaction, North Shore will complete an equity offering of subscription receipts 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 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 TSX-V.

completion of the Concurrent Equity Offering;
TSX-V acceptance of the Transaction as the QT of Clover Leaf;
the Resulting Issuer meeting the Initial Listing Requirements as a Tier 2 issuer under the rules and policies of the TSX-V;
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.

In March 2023, the parties extended the Outside Date to June 30, 2023.

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

SELECTED ANNUAL INFORMATION

	Year	Period from
	ended	Incorporation on
	December 31,	March 2 to
	2022	December 31, 2021
Statement of Loss:
Net revenues	$Nil	$Nil
Net loss	$(139,062)	$(175,328)
Basic and diluted loss per share	$(0.01)	$(0.03)
Financial Position:
Total assets	$608,068	$293,698
Total liabilities	$63,943	$44,759

RESULTS OF OPERATIONS

The loss for the year ended December 31, 2022 was $139,062 compared to $175,328 for the period from incorporation on March 2, 2021 to December 31, 2021.

During the year ended December 31, 2022, the Company paid or accrued consulting fees of $12,000 (period from incorporation on March 2 to December 31, 2021 - $10,000) for the services of a Chief Financial Officer, a Corporate Secretary, and accounting and administrative staff to the Company.

Professional fees for the year ended December 31, 2022 were $71,275 compared to $86,166 in the prior period. Current year expenditures are related primarily to legal fees for the Company’s QT whereas prior period expenditures related primarily to legal and audit services incurred in preparation for the Company’s IPO.

Regulatory and filing fees for the year ended December 31, 2022 were $19,948 compared to $12,182 in the prior period and primarily related to filing fees for the Company’s IPO on the TSX-V in March 2022.

Share-based compensation for the year ended December 31, 2022 was $30,948 compared to $64,267 in the prior period and related to the granting of stock options to certain directors and officers of the Company.

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

SUMMARY OF QUARTERLY RESULTS

		3 Months		3 Months		3 Months		3 Months
		Ended		Ended		Ended		Ended
	December 31,		September 30,			June 30,		March 31,
		2022		2022		2022		2022
Total revenues	$	-	$	-	$	-	$	-
Net loss	$	(69,189)	$	(13,240)	$	(41,506)	$	(15,127)
Basic and diluted loss per share	$	(0.01)	$	(0.00)	$	(0.00)	$	(0.00)

		3 Months		3 Months		3 Months		March 2,
		Ended		Ended		Ended		2021 to
	December 31,		September 30,			June 30,		March 31,
		2021		2021		2021		2021
Total revenues	$	-	$	-	$	-	$	-
Net loss	$	(67,771)	$	(78,507)	$	(27,251)	$	(1,799)
Basic and diluted loss per share	$	(0.01)	$	(0.02)	$	(0.00)	$	(0.00)

FOURTH QUARTER

The Company began the fourth quarter with $616,110 cash. During the three months ended December 31, 2022, the Company spent $14,557 on operating activities, net of working capital changes, to end at December 31, 2022 with $601,553 cash.

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

LIQUIDITY AND CAPITAL RESOURCES

During the year ended December 31, 2022, the Company spent $91,806 on operating activities, net of working capital changes, and received $403,300 from financing activities to end at December 31, 2022 with $601,553 cash.

As at December 31, 2022, the Company has working capital of $544,125. Management estimates that these funds will provide the Company with sufficient financial resources to carry out currently planned operations through the next twelve months.

RELATED PARTY TRANSACTIONS

During the year ended December 31, 2022, the Company granted 465,000 stock options to directors and officers at a fair value of $30,948 (2021 – 720,000 stock options at a value of $64,267).

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The Company has no disclosure.

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

OUTSTANDING SHARE DATA AS AT THE DATE OF THIS MD&A

Authorized: an unlimited number of common shares without par value.

	Number of		Stock
	Shares	Warrants	Options
Balance, December 31, 2022	11,850,000	465,000	1,185,000
Balance, the date of this MD&A	11,850,000	465,000	1,185,000

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments

Financial instruments are classified into one of the following categories: fair value through profit or loss (“FVTPL”); fair value through other comprehensive income (“FVTOCI”); or at amortized cost. The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instruments	Category	December 31, 2022	December 31, 2022	December 31, 2021	December 31, 2021
Cash	FVTPL	$	601,553	$	290,059
GST receivable	Amortized cost		6,515		3,639
Trade and otherpayables	Amortized cost		63,943		44,759

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

Risk management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized as follows:

Credit Risk

Credit risk is the risk of loss associated with a counter party’s inability to fulfil its payment obligations. The Company’s credit risk is primarily attributable to its cash balances. The Company manages its credit risk on bank deposits by holding deposits in high credit quality banking institutions in Canada. Management believes that the credit risk with respect to cash is low.

Liquidity Risk

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates. These fluctuations may be significant.

(a) Interest Rate Risk: The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risk on cash is not considered significant.
(b) Foreign Currency Risk: Currency risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate due to changes in foreign exchange rates. As at December 31, 2022, the Company’s cash, GST receivable, and trade and other payables are denominated in Canadian dollars. As such, the Company is not subject to any foreign exchange risk.

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

MANAGEMENT OF CAPITAL

There has been no change in capital management for the periods presented.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates.

Share-based compensation

Going concern assumption

In the determination of the Company’s ability to meet its ongoing obligations and future contractual commitments management relies on the Company’s planning, budgeting and forecasting process to help determine the funds required to support the Company’s normal operations for a period of one year. Changes in estimated cash use may alter the Company’s ability to meet its ongoing obligations and future contractual commitments and could result in adjustments to the amounts and classifications of assets and liabilities should the Company be unable to continue as a going concern.

NEW ACCOUNTING PRONOUNCEMENTS

There are no new standards that will have any significant effect on the Company.

Clover Leaf Capital Corp. Management Discussion & Analysis For the year ended December 31, 2022

PROPOSED TRANSACTIONS

The Company currently has no other proposed transactions other than the QT described above.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A includes "forward-looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein.

Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These forward-looking statements include but are not limited to statements concerning:

The Company’s ability to identify, successfully negotiate and/or finance an acquisition of a new business opportunity
The Company’s success at completing future financings
The Company’s strategies and objectives
General business and economic conditions
The Company’s ability to meet its financial obligations as they become due
The positive cash flows and financial viability of new business opportunities
The Company’s ability to manage growth with respect to a new business opportunity
The Company’s tax position, anticipated tax refunds and the tax rates applicable to the Company

Readers are cautioned that the preceding list of risks, uncertainties, assumptions and other factors are not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, investors in securities of the Company should not place undue reliance on these forward-looking statements.

ADDITIONAL INFORMATION

Additional information relating to the Company is available at www.sedar.com.

C-1

APPENDIX “C”

NORTH SHORE FINANCIAL STATEMENTS

(See attached)

NORTH SHORE ENERGY METALS LTD.

Financial Statements

For the period from incorporation on November 23, 2021 to December 31, 2021

and For the year ended December 31, 2022

(Expressed in Canadian dollars)

==> picture [612 x 89] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

To the Directors of North Shore Energy Metals Ltd.

Opinion

We have audited the accompanying financial statements of North Shore Energy Metals Ltd. (the “Company”), which comprise the statements of financial position as at December 31, 2022 and 2021, and the statements of loss and comprehensive loss, changes in shareholders’ equity (deficiency), and cash flows for the year ended December 31, 2022 and the period from incorporation on November 23, 2021 to December 31, 2021, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the year ended December 31, 2022 and the period from incorporation on November 23, 2021 to December 31, 2021in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company had a working capital of $31,546 and management estimated that its working capital may not provide the Company with sufficient financial resources to carry out currently planned operations and exploration through the next twelve months. As stated in Note 1, additional financing will be required by the Company to complete its strategic objectives and continue as a going concern. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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Vancouver, Canada

Chartered Professional Accountants

April 19, 2023

North Shore Energy Metals Ltd. Statements of Financial Position

(Expressed in Canadian dollars)

			December 31,		December 31,	December 31,
			2022		2021
	Note
ASSETS
Current assets
Cash		$	166,360	$	14,184
GST receivable			24,487			275
			190,847		14,459
Deposits	4		67,664			-
Exploration and evaluation assets	4		150,000			-
		$	408,511	$	14,459
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Trade and other payables	6	$	119,301	$		-
Loans	6		40,000		20,000
			159,301		20,000
Shareholders' equity (deficiency)
Share capital	5		812,501			1
Deficit			(563,291)			(5,542)
			249,210			(5,541)
		$	408,511	$	14,459
Nature of operations and going concern	1
Proposed transaction and subsequent events	11

These financial statements are approved for issue by the Board of Directors of the Company on April 19, 2023.

They are signed on the Company’s behalf by:

“Andrew Stewart”, Director “Brooke Clements”, Director

The accompanying notes are an integral part of these financial statements

North Shore Energy Metals Ltd. Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars)

					Period from
					incorporation on
			Year ended		November 23 to
		December 31, 2022		December 31, 2021
	Note
Expenses
Consulting fees	6	$	83,500	$	5,500
Exploration and evaluation expenditures	4		385,730		-
Office expenses			843		42
Professional fees			82,962		-
Travel			4,714		-
Loss and comprehensive loss for theperiod		$	(557,749)	$	(5,542)
Basic and diluted loss per common share		$	(0.13)	$	(55.42)
Weighted average number of common shares outstanding			4,374,210		100

The accompanying notes are an integral part of these financial statements

North Shore Energy Metals Ltd. Statements of Cash Flows (Expressed in Canadian dollars)

				Period from
				incorporation on
		Year ended		November 23 to
	December 31, 2022		December 31, 2021
OPERATING ACTIVITIES
Loss for the period	$	(557,749)	$	(5,542)
Change in non-cash working capital items:
GST receivable		(24,212)		(275)
Trade and otherpayables		129,301		-
Net cash used in operatingactivities		(452,660)		(5,817)
INVESTING ACTIVITIES
Deposits		(67,664)		-
Exploration and evaluation assets		(150,000)		-
Net cash used in investingactivities		(217,664)		-
FINANCING ACTIVITIES
Incorporation shares		-		1
Private placement		802,500		-
Loans		82,000		20,000
Repayment of loans		(62,000)		-
Net cashprovided byfinancingactivities		822,500		20,001
Increase in cash for the period		152,176		14,184
Cash, beginning ofperiod		14,184		-
Cash, end ofperiod	$	166,360	$	14,184
Non-cash investing and financing activities
Shares for debt	$	10,000	$	-
Supplementary information
Interest paid	$	-	$	-
Income taxespaid		-		-

The accompanying notes are an integral part of these financial statements

North Shore Energy Metals Ltd.

Statements of Changes in Shareholders’ Equity (Deficiency) (Expressed in Canadian dollars)

	Number of Shares	Share Capital Deficit Total Shareholders' Equity (Deficiency)
Balance, December 31, 2021 Comprehensive loss for the year Private placement Shares for debt	100 16,225,000 500,000 -	1 $ (5,542) $ (5,541) $ 802,500 - 802,500 10,000 - 10,000 - (557,749) (557,749)
Balance, December 31, 2022	16,725,100	812,501 $ (563,291) $ 249,210 $

	Number of Shares	Share Capital Deficit Total Shareholders' Equity (Deficiency)
Comprehensive loss for the period Balance, November 23, 2021 Incorporation shares	- 100 -	- $ - $ - $ 1 - 1 - (5,542) (5,542)
Balance, December 31, 2021	100	1 $ (5,542) $ (5,541) $

The accompanying notes are an integral part of these financial statements

North Shore Energy Metals Ltd. Notes to the Financial Statements For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022 (Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

North Shore Energy Metals Ltd. (the “Company” or “North Shore”) was incorporated on November 23, 2021 pursuant to the provisions of the Business Corporations Act (British Columbia). The Company changed its name from 1334493 B.C. Ltd to North Shore Energy Metals Ltd. on April 8, 2022. The corporate office and registered and records office of the Company is located at Suite 1700 – 666 Burrard Street, Vancouver, BC, Canada, V6C 2X8.

On April 14, 2022, the Company entered into an option agreement to acquire the Falcon uranium property located in northern Saskatchewan (Note 4).

On April 18, 2022, the Company entered into an option agreement to acquire the West Bear uranium property located in northern Saskatchewan (Note 4).

On September 26, 2022, the Company entered into a non-binding letter of intent with Clover Leaf Capital Corp. (“Clover Leaf”) pursuant to which North Shore and Clover Leaf will complete a transaction that will result in a reverse takeover of Clover Leaf by North Shore. On December 19, 2022, the Company and Clover Leaf entered into a binding definitive share exchange agreement to replace the LOI (Note 11).

These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. As at December 31, 2022, the Company had working capital of $31,546. Management estimates that its working capital may not provide the Company with sufficient financial resources to carry out currently planned operations and exploration through the next twelve months. Additional financing will be required by the Company to complete its strategic objectives and continue as a going concern. While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.

These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.

Notes to the Financial Statements

North Shore Energy Metals Ltd.

For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

(Expressed in Canadian dollars)

2. BASIS OF PRESENTATION

Statement of compliance

Basis of measurement

Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Company’s functional and presentation currency.

Use of estimates and judgments

Carrying value and recoverability of exploration and evaluation assets

Management has determined that acquisition costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geologic and other technical information, preliminary economic assessment, accessibility of facilities and existing permits.

Going concern assumption

North Shore Energy Metals Ltd.

Notes to the Financial Statements For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES

Exploration and evaluation assets and expenditures

Upon acquiring the legal right to explore a property, all direct costs related to the acquisition of mineral property interests are capitalized as exploration and evaluation assets. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are charged to profit or loss as incurred.

Development expenditures incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and will be amortized on the unit-of-production method upon reaching production. When there is little prospect of further work on a property being carried out by the Company, the remaining deferred costs associated with that property are charged to profit or loss during the period such determination is made.

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.

Restoration, rehabilitation and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of exploration and evaluation assets and property, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred if a reasonable estimate of cost can be made. The Company records the present value of estimated future cash flows associated with reclamation as a liability when the liability is incurred and increases the carrying value of the related assets for that amount.

Subsequently, these capitalized asset retirement costs are amortized over the life of the related assets. At the end of each period, the liability is increased to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying any initial estimates.

The Company recognizes its environmental liability on a site-by-site basis when it can be reliably estimated. Environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible are changed to profit or loss. The Company has no restoration, rehabilitation or environmental obligations.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment

The carrying amounts of the Company’s non-financial assets, other than deferred income tax assets, if any, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit” or “CGU”). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

The Company’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. A reversal of an impairment loss is recognized immediately in profit or loss.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments

Financial assets

The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Cash is classified as FVTPL and deposits are measured at amortized cost.

Impairment

Financial liabilities

Financial liabilities are designated as either: (i) FVTPL; or (ii) amortized cost. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Trade and other payables and loans are classified as other financial liabilities and carried on the statement of financial position at amortized cost. For the period presented, the Company does not have any derivative financial liabilities.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Share capital

The Company's common shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Loss per share

Income taxes

North Shore Energy Metals Ltd. Notes to the Financial Statements

For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

New standards, interpretations and amendments not yet effective

There are no new standards that will have any significant effect on the Company.

4. EXPLORATION AND EVALUATION ASSETS

		Falcon		West Bear
		Property		Property		Total
As at November 23, 2021	$	-	$	-	$	-
Additions		-		-		-
As at December 31, 2021		-		-		-
Additions		75,000		75,000		150,000
As at December 31, 2022	$	75,000	$	75,000	$	150,000

Falcon uranium property

The Falcon uranium property consists of certain mineral claims in the Athabasca Basin region in northern Saskatchewan.

On April 14, 2022, the Company entered into an option to acquire 100% of the Falcon property for $75,000 in cash (paid on signing) and, at the Company’s election, the payment of $25,000 cash or issuance of $25,000 worth of common shares by April 14, 2023 (paid in cash subsequent to year-end). After the earn-in is complete, the property vendor will be granted a 2% net smelter returns (“NSR”) royalty, with the Company having the option to purchase one half of the royalty for $1,000,000.

North Shore Energy Metals Ltd.

Notes to the Financial Statements

For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022 (Expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS (continued)

West Bear uranium property

The West Bear uranium property consists of certain mineral claims in the Athabasca Basin region in northern Saskatchewan.

On April 18, 2022, the Company entered into an option to acquire 75% of the West Bear property under the following terms:

Cash
$75,000 on signing (paid);
$50,000 on or before April 11, 2023 (paid subsequent to year-end);
$50,000 on or before April 11, 2024; and
$50,000 on or before April 11, 2025.
Cash or shares at the option of the Company
$25,000 on or before April 11, 2023 (paid in cash subsequent to year-end);
$25,000 on or before April 11, 2024; and
$25,000 on or before April 11, 2025.
Exploration expenditures totalling $270,655
$135,327 (incurred) on or before April 15, 2023, which amount includes the posting of five refundable deficiency deposits totalling $67,664 (paid – these amounts have been recorded as deposits on the statement of financial position);
$67,664 on or before April 11, 2024; and
$67,664 on or before April 11, 2025.

Upon completion of the earn-in, the Company 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. Upon completion of the earn-in, the vendor will be granted a 2% NSR royalty or the net proceeds of diamond sales, as the case may be, with the Company having the option to purchase one half of the royalty for $1,000,000.

During the year ended December 31, 2022, the Company incurred the following exploration and evaluation expenditures.

		Falcon		West Bear
		Property		Property		Total
Consulting fees	$	18,225	$	16,875	$	35,100
Airborne survey		171,142		114,094		285,236
Technical report		32,697		32,697		65,394
Total	$	222,064	$	163,666	$	385,730

5. SHARE CAPITAL

Authorized

The Company has an unlimited number of common shares without par value authorized for issue.

Issued and outstanding

On November 23, 2021, the Company issued 100 common shares at price of $0.01 for proceeds of $1.

On September 16, 2022, the Company completed a private placement through the issuance of 10,250,000 common shares at a price of $0.02 per share for gross proceeds of $205,000.

On September 16, 2022, the Company issued 500,000 common shares valued at $10,000 to settle an amount owing to the President of the Company for consulting fees (Note 6).

On October 14, 2022, the Company completed a private placement through the issuance of 5,775,000 common shares at a price of $0.10 per share for gross proceeds of $577,500.

On November 28, 2022, the Company completed a private placement through the issuance of 200,000 common shares at a price of $0.10 per share for gross proceeds of $20,000.

6. RELATED PARTY TRANSACTIONS

Key management includes members of the Board of Directors and the President of the Company.

During the year ended December 31, 2022, the Company paid or accrued consulting fees of $83,500 (period from incorporation on November 23, 2021 to December 31, 2021 - $5,500) to a company controlled by the President of the Company. As at December 31, 2022, the Company owed $9,975 (2021 - $Nil) for accrued fees which is included in trade and other payables.

On September 16, 2022, the Company issued 500,000 common shares valued at $10,000 to settle an amount owing to the President of the Company for consulting fees (Note 5).

During the year ended December 31, 2022, a director of the Company and a shareholder of the Company loaned the Company $82,000 (period from incorporation on November 23, 2021 to December 31, 2021 - $20,000). These loans were unsecured, non-interest bearing and due on demand. In November 2022, the Company repaid $62,000 of loans made by a director of the Company. As at December 31, 2022, the Company owed $40,000 (2021 - $20,000). Subsequent to December 31, 2022, the Company repaid the balance of $40,000 owing to a shareholder of the Company.

North Shore Energy Metals Ltd.

Notes to the Financial Statements For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022 (Expressed in Canadian dollars)

7. SEGMENTED INFORMATION

Operating segments are identified on the basis of internal reports that are regularly reviewed by the chief operating decision-maker to allocate resources to the segments and to assess their performance.

The chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments, has been defined as the President.

The Company operates in a single segment, being mineral exploration and evaluation.

All of the Company’s significant assets are located in Canada.

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments

Financial Instruments	Category	December 31, 2022	December 31, 2022	December 31, 2021	December 31, 2021
Cash	FVTPL	$	166,360	$	14,184
Deposits	Amortized cost		67,664		-
Trade and other payables	Amortized cost		119,301		-
Loans	Amortized cost		40,000		20,000

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying value of deposits, trade and other payables and loans approximate their fair value due to their short-term nature. Cash is recorded at fair value using Level 1 of the fair value hierarchy.

North Shore Energy Metals Ltd. Notes to the Financial Statements

For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022 (Expressed in Canadian dollars)

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Risk management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized as follows:

Credit Risk

Credit risk is the risk of loss associated with a counter party’s inability to fulfil its payment obligations. The Company’s credit risk is primarily attributable to its cash balances. The Company manages its credit risk on bank deposits by holding deposits in high credit quality banking institutions in Canada. Management believes that the credit risk with respect to cash is low.

Liquidity Risk

Interest Rate Risk

The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risk on cash is not considered significant.

9. MANAGEMENT OF CAPITAL

Capital is comprised of the Company’s shareholders’ equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the acquisition of exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. The Company is not subject to externally imposed capital requirements.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets, or adjust the amount of cash.

In order to facilitate the management of its capital requirements, the Company prepares expenditure forecasts that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. In order to maximize ongoing exploration efforts, the Company does not pay out dividends. The Company’s approach to managing capital has not changed during the year ended December 31, 2022.

Notes to the Financial Statements

North Shore Energy Metals Ltd.

For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022 (Expressed in Canadian dollars)

10. INCOME TAXES

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

Period from incorporation on Year ended November 23 to December 31, 2022 December 31, 2021

Loss for theperiod	$	(557,749)	$	(5,542)
Expected income tax recovery	$	(157,000)	$	(1,000)
Change in statutory, foreign tax, foreign exchange rates and other		24,000		-
Change in unrecognized deductible temporarydifferences		133,000		1,000
Total	$	-	$	-

The significant components of the Company’s deferred tax assets are as follows:

		December 31,		December 31,
		2022		2021
Deferred tax assets
Exploration and evaluation assets	$	95,000	$	-
Non-capital losses available for futureperiods		38,000		1,000
Total unrecognized deferred tax assets	$	133,000	$	1,000

Deferred tax assets have not been recognized in these financial statements as it is not probable that they will be realized.

The significant components of the Company’s unrecognized temporary differences and tax losses are as follows:

		December 31,
		2022	Expiry date range
Temporary differences
Exploration and evaluation assets	$	293,000	No expiry date
Investment tax credits		22,000	No expiry date
Non-capital losses available for futureperiods		143,000	2041 to 2042

Tax carry-forward balances which give rise to deferred tax assets are subject to review, and potential adjustment, by tax authorities.

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENTS

On September 26, 2022, the Company entered into a non-binding letter of intent (“LOI”) with Clover Leaf pursuant to which North Shore and Clover Leaf would complete a transaction that would result in a reverse takeover of Clover Leaf by North Shore (the “Transaction”).

Clover Leaf is a Capital Pool Company and intends the Transaction to constitute its Qualifying Transaction, as such terms are defined in the policies of the TSX Venture Exchange (“TSX-V”).

On December 19, 2022, the Company and Clover Leaf entered into a binding definitive share exchange agreement (the “Definitive Agreement”) to replace the LOI, whereby Clover Leaf will acquire all the issued and outstanding common shares of North Shore in exchange for the issuance of one common share of Clover Leaf for each share of North Shore. An aggregate of 16,725,100 Clover Leaf common shares will be issued to the current shareholders of North Shore, which will result in the reverse takeover of Clover Leaf by North Shore. The Definitive Agreement is subject to the approval of the TSX-V.

Prior to or concurrent with the closing of the Transaction, North Shore will complete an equity offering of subscription receipts to raise aggregate gross proceeds of not less than $5,000,000 (the “Concurrent Equity Offering”). Finder’s fees will be payable on the Concurrent Equity Offering, subject to the acceptance of the TSX-V.

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 (“Outside Date”), subject to the fulfilment of certain standard conditions, including, but not limited to, the following:

completion of the Concurrent Equity Offering;
TSX-V 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 policies of the TSX-V;
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.

In March 2023, the parties extended the Outside Date to June 30, 2023.

On April 6, 2023, North Shore entered into a secured loan facility agreement with Clover Leaf to provide interim funding for North Shore to complete certain property acquisition payments (Note 4) and meet other working capital needs prior to the completion of the Transaction. The maximum principal amount is $250,000, but advances will only be made on an as-needed basis at the discretion of Clover Leaf. The credit facility is at an interest rate of 7% per annum and payable no later than June 30, 2023. Clover Leaf has advanced North Shore $155,000 under the credit facility.

D-1

APPENDIX “D” NORTH SHORE MANAGEMENT’S DISCUSSION AND ANALYSIS

(See attached)

NORTH SHORE ENERGY METALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the period from incorporation on November 23, 2021 to December 31, 2021 and For the year ended December 31, 2022

(Expressed in Canadian dollars)

North Shore Energy Metals Ltd. For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following is management’s discussion and analysis (“MD&A”) of the results of operations and financial condition of North Shore Energy Metals Ltd. (the “Company” or “North Shore”) for the period from incorporation on November 23, 2021 to December 31, 2021, for the year ended December 31, 2022, and up to the date of this MD&A and should be read in conjunction with the accompanying audited financial statements for the period from incorporation on November 23, 2021 to December 31, 2021 and for the year ended December 31, 2022, together with the notes thereto (the “Financial Report”).

The effective date of this MD&A is April 19, 2023.

Description of the Business

On April 14, 2022, the Company entered into an option agreement to acquire the Falcon uranium property located in northern Saskatchewan (described below).

On April 18, 2022, the Company entered into an option agreement to acquire the West Bear uranium property located in northern Saskatchewan (described below).

Page | 1

North Shore Energy Metals Ltd. For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

MANAGEMENT’S DISCUSSION AND ANALYSIS

Proposed Transaction

Clover Leaf is a Capital Pool Company and intends the Transaction to constitute its Qualifying Transaction, as such terms are defined in the policies of the TSX Venture Exchange (“TSX-V”).

On December 19, 2022, the Company and Clover Leaf entered into a binding definitive share exchange agreement (the “Definitive Agreement”) to replace the LOI. Pursuant to the Definitive Agreement, Clover Leaf will acquire all of the outstanding securities of North Shore in exchange for the issuance of one common share of Clover Leaf for each share of North Shore. An aggregate of 16,725,100 Clover Leaf common shares will be issued to the current shareholders of North Shore, which will result in the reverse takeover of Clover Leaf by North Shore. The Definitive Agreement is subject to the approval of the TSX-V.

Prior to or concurrently with the closing of the Transaction, North Shore will complete an equity offering of subscription receipts 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 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 TSX-V.

completion of the Concurrent Equity Offering;
TSX-V 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 policies of the TSX-V;
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.

In March 2023, the parties extended the Outside Date to June 30, 2023.

On April 6, 2023, North Shore entered into a secured loan facility agreement with Clover Leaf to provide interim funding for North Shore to complete certain property acquisition payments and meet other working capital needs prior to the completion of the Transaction. The maximum principal amount is $250,000, but advances will only be made on an as-needed basis at the discretion of Clover Leaf. The credit facility is at an interest rate of 7% per annum and payable no later than June 30, 2023. Clover Leaf has advanced North Shore $155,000 under the credit facility.

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For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

North Shore Energy Metals Ltd.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Falcon uranium property

Acquisition

The Falcon uranium property consists of certain mineral claims in the Athabasca Basin region in northern Saskatchewan.

On April 14, 2022, the Company entered into an option to acquire 100% of the Falcon property for $75,000 in cash (paid on signing) and, at the Company’s election, the payment of $25,000 cash or issuance of $25,000 worth of common shares by April 14, 2023 (paid in April 2023). After the earn-in is complete, the property vendor will be granted a 2% net smelter returns (“NSR”) royalty, with the Company having the option to purchase one half of the NSR royalty for $1,000,000.

Project

The Falcon property consists of four mineral claims totalling 12,791 hectares located approximately six kilometres southeast of the edge of the margin of the Athabasca basin which hosts two producing uranium mines. The Falcon property area has seen intermittent exploration for uranium since the 1960s.

In 2022, the Company completed a fixed-wing airborne gravity-magnetic-radiometric airborne geophysical survey covering all of the Falcon property. The data from the airborne survey and publicly available geologic and geophysical data is being assessed by the Company to prioritize target zones with uranium potential for exploration. The exploration would consist of desktop studies, ground geophysical surveys and geologic mapping starting in the second quarter of 2023. If warranted, this work would be followed by the drilling of the most prospective target zones.

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North Shore Energy Metals Ltd.

For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

MANAGEMENT’S DISCUSSION AND ANALYSIS

West Bear uranium property

Acquisition

West Bear uranium property

The West Bear uranium property consists of certain mineral claims in the Athabasca Basin region in northern Saskatchewan.

On April 18, 2022, the Company entered into an option to acquire 75% of the West Bear property under the following terms:

Cash
$75,000 on signing (paid);
$50,000 on or before April 11, 2023 (paid);
$50,000 on or before April 11, 2024; and
$50,000 on or before April 11, 2025.
Cash or shares at the option of the Company o $25,000 on or before April 11, 2023 (paid);
$25,000 on or before April 11, 2024; and
$25,000 on or before April 11, 2025.
Exploration expenditures totalling $270,655
$135,327 on or before April 15, 2023, which amount includes the posting of five deficiency deposits totalling $67,664 (paid);
$67,664 on or before April 11, 2024; and
$67,664 on or before April 11, 2025.

Project

The West Bear property consists of five mineral claims totalling 4,511 hectares located at the eastern edge of the Athabasca Basin which hosts two producing uranium mines. The West Bear property area has seen significant levels of uranium exploration activity since the 1960s.

In 2022, the Company completed a fixed-wing airborne gravity-magnetic-radiometric airborne geophysical survey covering approximately 80 percent of the West Bear property. The data from the airborne survey and publicly available geologic and geophysical data is being assessed by the Company to prioritize target zones with uranium potential for future exploration. The exploration would consist of desktop studies, ground geophysical surveys and geologic mapping starting in the second quarter of 2023. If warranted, this work would be followed by the drilling of the most prospective target zones.

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North Shore Energy Metals Ltd.

For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

MANAGEMENT’S DISCUSSION AND ANALYSIS

Qualified Person

Brooke Clements, P.Geo. the President of the Company and a Qualified Person as defined by NI 43-101, has reviewed and approved the exploration information contained in this MD&A.

Selected Annual Information

The Company was incorporated on November 23, 2021 and has been in existence for one fiscal year, accordingly all applicable annual information is described below.

Financial Condition and Results of Operations – year ended December 31, 2022

The loss and comprehensive loss for the year ended December 31, 2022 was $557,749 compared to $5,542 for the period from incorporation on November 23 to December 31, 2021.

The significant changes between the current period and the comparative period are discussed below.

Exploration and evaluation expenditures for the year ended December 31, 2022 totalled $385,730 and related to exploration work on the Falcon and West Bear properties located in Saskatchewan.

Professional fees for the year ended December 31, 2022 totalled $82,962 and relate to standard legal, audit and accounting fees incurred.

Summary of Quarterly Results

The Company is not a reporting issuer and accordingly has not prepared financial information on a quarterly basis so a summary of quarterly results has not been presented.

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North Shore Energy Metals Ltd. For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

MANAGEMENT’S DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

During the period from incorporation on November 23, 2021 to December 31, 2021, the Company spent $5,817 on operating activities, net of working capital changes, and received $20,001 from financing activities to end at December 31, 2021 with $14,184 of cash.

During the year ended December 31, 2022, the Company spent $452,660 on operating activities, net of working capital changes, spent $217,664 on investing activities, and received $822,500 from financing activities to end at December 31, 2022 with $166,360 of cash.

On November 23, 2021, the Company issued 100 common shares at price of $0.01 for proceeds of $1.

During the period from incorporation on November 23, 2021 to December 31, 2021, a director of the Company and a shareholder of the Company loaned the Company $20,000.

On September 16, 2022, the Company completed a private placement through the issuance of 10,250,000 common shares at a price of $0.02 per share for gross proceeds of $205,000.

On October 14, 2022, the Company completed a private placement through the issuance of 5,775,000 common shares at a price of $0.10 per share for gross proceeds of $577,500.

On November 28, 2022, the Company completed a private placement through the issuance of 200,000 common shares at a price of $0.10 per share for gross proceeds of $20,000.

During the year ended December 31, 2022, a director of the Company and a shareholder of the Company loaned the Company $82,000. In November 2022, the Company repaid $62,000 of loans made by a director of the Company.

As at December 31, 2022, the Company had working capital of $31,546. Management estimates that its working capital may not provide the Company with sufficient financial resources to carry out currently planned operations and exploration through the next twelve months. Additional financing will be required by the Company to complete its strategic objectives and continue as a going concern. While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.

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North Shore Energy Metals Ltd. For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

MANAGEMENT’S DISCUSSION AND ANALYSIS

Related Party Transactions

Key management includes members of the Board of Directors and the President of the Company.

On September 16, 2022, the Company issued 500,000 common shares valued at $10,000 to settle an amount owing to the President of the Company for consulting fees.

Additional Disclosure for Venture Issuers without Significant Revenue

The components of exploration and evaluation assets are described in Note 4 to the Financial Report.

Outstanding Share Data as at the date of this MD&A

The Company has an unlimited number of common shares without par value authorized for issue.

As at December 31, 2022 and as at the date of this MD&A, the Company had 16,725,100 common shares issued and outstanding.

COVID-19

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For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

North Shore Energy Metals Ltd.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Use of estimates and judgments

Carrying value and recoverability of exploration and evaluation assets

Going concern assumption

New standards, interpretations, and amendments not yet effective

There are no new standards that will have any significant effect on the Company.

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North Shore Energy Metals Ltd. For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022 MANAGEMENT’S DISCUSSION AND ANALYSIS

Financial Instruments and Risk Management

Financial Instruments

Financial Instruments	Category	December 31, 2022	December 31, 2022	December 31, 2021	December 31, 2021
Cash	FVTPL	$	166,360	$	14,184
Deposits	Amortized cost		67,664		-
Trade and other payables	Amortized cost		119,301		-
Loans	Amortized cost		40,000		20,000

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying value of trade and other payables and loans approximate their fair value due to their shortterm nature. Cash is recorded at fair value using Level 1 of the fair value hierarchy.

Risk Management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized as follows:

Credit Risk

Credit risk is the risk of loss associated with a counter party’s inability to fulfil its payment obligations. The Company’s credit risk is primarily attributable to its cash balances. The Company manages its credit risk on bank deposits by holding deposits in high credit quality banking institutions in Canada. Management believes that the credit risk with respect to cash is low.

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North Shore Energy Metals Ltd. For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

MANAGEMENT’S DISCUSSION AND ANALYSIS

Liquidity Risk

Interest Rate Risk

The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risk on cash is not considered significant.

Cautionary Note Regarding Forward-looking Statements

This MD&A may include or incorporate by reference certain statements or disclosures that constitute “forward-looking information” under applicable securities laws. All information, other than statements of historical fact, included or incorporated by reference in this MD&A that address activities, events or developments that North Shore or its management expects or anticipates will or may occur in the future constitute forward-looking information. Forward-looking information is provided through statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur or continue. These forward-looking statements are based on certain assumptions and analyses made by North Shore and its management in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances.

Although North Shore believes such forward-looking information and the expectations expressed in them are based on reasonable assumptions, investors are cautioned that any such information and statements are not guarantees of future realities and actual realities or developments may differ materially from those projected in forward-looking information and statements. Whether actual results will conform to the expectations of North Shore is subject to a number of risks and uncertainties, including those risk factors discussed under “Risk Management” in the above documents incorporated herein by reference. In particular, if any of the risk factors materialize, the expectations, and the predictions based on them, of North Shore may need to be re-evaluated. Consequently, all of the forward-looking information in this MD&A and the documents incorporated herein by reference is expressly qualified by these cautionary statements and other cautionary statements or factors contained herein or in documents incorporated by reference herein, and there can be no assurance that the actual results or developments anticipated by North Shore will be realized or, even if substantially realized, that they will have the expected consequences for North Shore.

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For the period from incorporation on November 23, 2021 to December 31, 2021 For the year ended December 31, 2022

North Shore Energy Metals Ltd.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Forward-looking statements are based on the beliefs, estimates and opinions of North Shore’s management on the date the statements are made. Unless otherwise required by law, North Shore expressly disclaims any intention and assumes no obligation to update or revise any forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change, whether as a result of new information, future events or otherwise, and North Shore does not have any policies or procedures in place concerning the updating of forward-looking information other than those required under applicable securities laws. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information.

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E-1

APPENDIX “E”

UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

(See attached)

NORTH SHORE URANIUM LTD. (formerly Clover Leaf Capital Corp.)

PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2022

(Unaudited – Expressed in Canadian dollars)

North Shore Uranium Ltd. (formerly Clover Leaf Capital Corp.) Pro-Forma Consolidated Statement of Financial Position (Unaudited – Expressed in Canadian dollars)

Clover Leaf North Shore As at As at December 31, December 31, 2022 2022 Notes	As at December 31, 2022 Pro-forma Adjustments
ASSETS Current assets Cash 601,553 $ 166,360 $ 2a 2b Receivables 6,515 24,487 608,068 190,847 Deposits - 67,664 Exploration and evaluation assets - 150,000 608,068 $ 408,511 $ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Trade and other payables 63,943 $ 119,301 $ Shareholder loan 40,000 63,943 159,301 Shareholders' equity Share capital (Note 3) 738,649 812,501 2a 2a 2b Reserves 119,866 - 2a 2a 2a Deficit (314,390) (563,291) 2a 2a 544,125 249,210 608,068 $ 408,511 $	(200,000) $ 4,650,000 5,217,913 $ - 31,002
	4,450,000 5,248,915 - 67,664 - 150,000
	4,450,000 $ 5,466,579 $
	- $ 183,244 $ - 40,000
	- 223,244
	(738,649) 3,555,000 4,650,000 9,017,501 (119,866) 16,805 86,129 102,934 314,390 (3,313,809) (3,877,100)
	4,450,000 5,243,335
	4,450,000 $ 5,466,579 $

The accompanying notes are an integral part of these pro-forma consolidated financial statements

North Shore Uranium Ltd. (formerly Clover Leaf Capital Corp.) Pro-Forma Consolidated Statement of Loss and Comprehensive Loss (Unaudited – Expressed in Canadian dollars)

		Clover Leaf		North Shore
		Year ended		Year ended					Year ended
		December 31,		December 31,			Pro-forma		December 31,
		2022		2022	Notes		Adjustments		2022
Expenses
Consulting fees	$	12,000	$	83,500		$	-	$	95,500
Exploration and evaluation
expenditures		-		385,730			-		385,730
Office expenses		4,891		843			-		5,734
Professional fees		71,275		82,962			-		154,237
Regulatory and filing fees		19,948		-			-		19,948
Share-based compensation		30,948		-			-		30,948
Travel		-		4,714			-		4,714
		(139,062)		(557,749)			-		(696,811)
Listing expense		-		-	2a		(3,313,809)		(3,313,809)
Loss and comprehensive loss for
theperiod	$	(139,062)	$	(557,749)		$	(3,313,809)	$	(4,010,620)
Basic and diluted lossper share								$	(0.09)
Weighted average number of
shares outstanding									45,241,767

The accompanying notes are an integral part of these pro-forma consolidated financial statements

North Shore Uranium Ltd. (formerly Clover Leaf Capital Corp.) Notes to the Pro-Forma Consolidated Financial Statements For the year ended December 31, 2022 (Unaudited – Expressed in Canadian dollars)

1. TRANSACTION AND BASIS OF PRESENTATION

The accompanying unaudited pro-forma consolidated financial statements have been compiled for purposes of inclusion in a filing statement of Clover Leaf Capital Corp. (“Clover Leaf”) and North Shore Energy Metals Ltd. (“North Shore” or the “Company”) which gives effect to the Qualifying Transaction and a reverse take-over (“RTO”) of Clover Leaf by North Shore.

Clover leaf is classified as a Capital Pool Company (“CPC”) as defined by the TSX Venture Exchange (the “Exchange” or the “TSX-V”) Policy 2.4. Clover Leaf was incorporated as a private company by Certificate of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on March 2, 2021.

North Shore is a mineral exploration private company incorporated pursuant to the provisions of the British Columbia Business Corporations Act on November 23, 2021. North Shore’s corporate office and registered and records office address is Suite 1700 - 666 Burrard Street, Vancouver, B.C. V6C 2X8. North Shore holds the Falcon and West Bear properties located in Saskatchewan.

On December 19, 2022, Clover Leaf entered into a share exchange agreement with North Shore, as amended on March 31, 2023, whereby Clover Leaf will acquire all the issued and outstanding common shares of North Shore (the “Transaction”). Clover Leaf will issue one Clover Leaf share for every one North Shore share. Clover Leaf intends for the Transaction to constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange. The resulting issuer will carry on the business of North Shore.

Following completion of the Transaction (and prior to the Concurrent Equity Offering), North Shore shareholders will own approximately 59% of the combined company resulting in the shareholders of North Shore controlling Clover Leaf.

Although Clover Leaf will be regarded as the parent for legal purposes, North Shore will be the acquirer for accounting purposes. Consequently, North Shore will be deemed to be a continuation of the reporting entity, and control of the net assets and operations of Clover Leaf will be deemed to have been acquired in consideration for the issuance of Clover Leaf’s share to the shareholders of North Shore. At the time of this Transaction, Clover Leaf did not meet the definition of a business as defined by IFRS 3 Business Combinations, therefore the transaction is accounted for under IFRS 2 Share-based Compensation, where the difference between the consideration provided to acquire Clover Leaf and the net assets of Clover Leaf is recorded as a listing expense.

1. TRANSACTION AND BASIS OF PRESENTATION (continued)

Prior to or concurrent with the closing of the Transaction, Clover Leaf will change its name to “North Shore Uranium Ltd.”.

The agreement provides that the Transaction will be completed as soon as possible, and in any event before the outside date of June 30, 2023 (or such later date as Clover Leaf and North Shore agree), subject to the fulfilment of certain standard conditions, including, but not limited to, the following:

completion of the Concurrent Equity Offering;
TSX-V acceptance of the Transaction as the Qualifying Transaction of Clover Leaf;
the Resulting Issuer meeting the Initial Listing Requirements as a Tier 2 mining issuer under the rules and policies of the TSX-V;
Insiders of the Resulting Issuer will have entered into any escrow agreements required by the TSX-V; and
receipt of all required third party consents, if any.

The unaudited pro-forma consolidated financial statements are not necessarily indicative of the Company as at the time of closing of the Transaction. Actual amounts recorded should the Transaction take place will likely differ from those recorded in the unaudited pro-forma financial information. The unaudited pro-forma consolidated financial statements should be read in conjunction with the audited financial statements of Clover Leaf for the year ended December 31, 2022 and for period from incorporation on March 2, 2021 to December 31, 2021, and the audited financial statements of North Shore for the year ended December 31, 2022 and for the period from incorporation on November 23, 2021 to December 31, 2021, all of which are included in the filing statement.

The unaudited pro-forma consolidated statement of financial position of the Company has been compiled from, and includes:

Clover Leaf’s audited financial statements for the year ended December 31, 2022 and for the period from incorporation on March 2, 2021 to December 31, 2021;
North Shore’s audited financial statements for the year ended December 31, 2022 and for the period from incorporation on November 23, 2021 to December 31, 2021; and
The additional information set out in Notes 2 and 3 of these unaudited pro-forma consolidated financial statements.

It is management’s opinion that these pro-forma consolidated financial statements include all adjustments necessary for the fair presentation of the Transaction described herein and are in accordance with IFRS applied on a basis consistent with Clover Leaf. The application of these accounting policies did not result in any adjustments to the financial information of North Shore.

2. PRO-FORMA ASSUMPTIONS

The unaudited pro-forma consolidated statement of financial position gives effect to the completion of the Transaction incorporating the assumptions within Note 1, as if it had occurred on the date presented being December 31, 2022. These unaudited pro-forma consolidated financial statements are based on the following assumptions:

a) As consideration to acquire 100% of the shares of North Shore, Clover Leaf will issue the North Shore shareholders one Clover Leaf share for every one North Shore share or 16,725,100 common shares. Pursuant to the Transaction, existing Clover Leaf shareholders will retain 11,850,000 common shares valued at $3,555,000 based on the anticipated concurrent financing offering price of $0.30 per share.

Outstanding Clover Leaf broker warrants will be maintained at a valued at $16,805. The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.44%; an expected volatility of 100%; an expected life of 1.22 years; a forfeiture rate of zero; and an expected dividend of zero.

Existing Clover Leaf directors and officers will also retain 1,185,000 stock options valued at $86,129. The fair value of the options was determined using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.44%; an expected volatility of 100%; an expected life of 5-9 years; a forfeiture rate of zero; and an expected dividend of zero.

Transaction costs associated with the Transaction are estimated to be $200,000 which comprises accounting and legal fees, listing fees, and all other fees related to closing.

As a result of the Transaction, Clover Leaf share capital, reserves and deficit will be eliminated.

2. PRO-FORMA ASSUMPTIONS (continued)

The preliminary allocation of the estimated cost of acquisition, subject to change, is summarized as follows:

follows:
Consideration
Clover Leaf shares	$	3,555,000
Clover Leaf warrants		16,805
Clover Leaf options		86,129
Transaction costs		200,000
Total	$	3,857,934

Net assets(liabilities) received
Cash	$	601,553
Receivables		6,515
Trade and otherpayables		(63,943)
Total	$	544,125
Listing expense	$	3,313,809

b) North Shore will conduct a concurrent private placement of $5,000,000 by the issue of 16,666,667 common shares at a price of $0.30 per share. North Shore will pay finder’s fees of $300,000 and other share issue costs of $50,000.
c) Any advances by Clover Leaf to North Shore subsequent to December 31, 2022 are excluded as they are not part of the net assets acquired and would be eliminated on consolidation.

3. SHARE CAPITAL

Authorized

An unlimited number of common shares without par value.

Pro-Forma Issued

A summary of share capital activity as disclosed in Note 2 is as follows:

		Number of		Share
	Notes	Shares		Capital		Reserve
Clover Leaf shares		11,850,000	$	738,649	$	119,866
Elimination of Clover Leaf share capital	2a	-		(738,649)		(119,866)
Clover Leaf share capital retained	2a	-		3,555,000		-
North Shore shares	2a	16,725,100		812,501		-
Clover Leaf warrants	2a	-		-		16,805
Clover Leaf options	2a	-		-		86,129
Private placement of North Shore	2b	16,666,667		5,000,000		-
Share issue costs	2b	-		(350,000)		-
Total		45,241,767	$	9,017,501	$	102,934

4. INCOME TAXES

The pro-forma effective income tax rate that will be applicable to the operations of the Company is 27%.

AI assistant

North Shore Uranium Ltd. — M&A Activity 2023

48286_rns_2023-05-03_e1934e2a-022e-4dc5-a331-766b89aa8056.pdf

FILING STATEMENT

CLOVER LEAF CAPITAL CORP.

NORTH SHORE ENERGY METALS LTD.

TABLE OF CONTENTS

GLOSSARY OF TERMS

GLOSSARY OF TECHNICAL TERMS

FORWARD-LOOKING STATEMENTS

TECHNICAL INFORMATION

MARKET AND INDUSTRY DATA

EXCHANGE RATE AND CURRENCY INFORMATION

INFORMATION CONTAINED IN THIS FILING STATEMENT

PART I – SUMMARY OF FILING STATEMENT

PART II – INFORMATION CONCERNING THE TRANSACTION

The Transaction

The Share Exchange Agreement

Covenants

Conditions to the Transaction

Representations and Warranties

Termination of the Share Exchange Agreement

Standstill Period

Directors and Officers of the Resulting Issuer

The Concurrent Offering

Finder’s Fees

Approvals Necessary for the Transaction

Shareholder Approval

Exchange Approval

PART III – INFORMATION CONCERNING CLOVER LEAF

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

History of Clover Leaf

Description of the Qualifying Transaction

The Concurrent Offering

Management’s Discussion & Analysis

Description of the Securities

Common Shares

Warrants

Options

Stock Option Plan

Prior Sales

Trading Price and Volume

Non-Arm’s Length Transactions/Arm’s Length Transactions

Non-Arm’s Length Transactions

Arm’s Length Transactions

Legal Proceedings

Auditor, Transfer Agents and Registrars

Auditor

Transfer Agent and Registrar

Material Contracts

PART IV – INFORMATION CONCERNING NORTH SHORE

Corporate Structure

Name and Incorporation

Intercorporate Relationships

Development of the Business

General

Specialized Skill and Knowledge

Competitive Conditions

Environmental Protection

History

The Falcon Option Agreement and the West Bear Option Agreement

The West Bear Option Agreement

The Falcon Property

Current Technical Report

Project Description, Location and Access

Location and Means of Access

Nature and Extent of Title or Interest in the Falcon Property

Crown Mineral Rights

Crown Reserves

Mineral Claims (Dispositions)

Mineral Leases

Surface Leases

Falcon Property Claims

Permit Requirements

Agreements and Encumbrances

Agreements and Royalties

Significant Factors Affecting Access or Title

North Shore Uranium Ltd. M&A Activity 2023