North Shore Uranium Ltd. — M&A Activity 2023

Sep 22, 2023

CLOVER LEAF CAPITAL CORP. Unit 1 – 15782 Marine Drive White Rock, B.C., V4B 1E6

June 29, 2023

North Shore Energy Metals Ltd. Suite 1700, Park Place, 666 Burrard St. Vancouver, British Columbia V6C 2X8

Dear Sirs/Mesdames:

Re: Share Exchange Agreement made as of December 19, 2022, as amended March 31, 2023

We refer to the share exchange agreement made as of December 19, 2022, as amended March 31, 2023 (the “Share Exchange Agreement”) among Clover Leaf Capital Corp. (“we” or “Clover Leaf”), North Shore Energy Metals Ltd. (“you” or “North Shore”) and the securityholders of North Shore with respect to the proposed acquisition (the “Proposed Acquisition”) by Clover Leaf of all of the issued and outstanding equity securities of North Shore. Pursuant to section 5.1 of the Share Exchange Agreement, either party may terminate the Share Exchange Agreement if the conditions set out in section 5.1 of the Share Exchange Agreement (the “Conditions”) have not been complied with or waived by June 30, 2023 or such other date as Clover Leaf and North Shore may be mutually agree.

The parties will be unable to comply with the Conditions by June 30, 2023. We believe that it is in the best interests of Clover Leaf and of North Shore to extend such date to October 31, 2023 to allow the parties to comply with the Conditions. We, therefore, propose to amend the Share Exchange Agreement by deleting the reference to “June 30, 2023” in the definition of “Outside Date” in section 1.1 of the Share Exchange Agreement and inserting in its place the phrase “October 31, 2023”.

All other terms of the Share Exchange Agreement will remain unchanged.

If the foregoing is acceptable to you, please so indicate by signing where indicated below. Following your acceptance, this letter agreement shall become a legally binding agreement.

Yours very truly,

Clover Leaf Capital Corp.

By: "Doris Meyer" Doris Meyer

Agreed to and accepted this 29[th] day of June, 2023.

North Shore Energy Metals Ltd.

By: "Brooke Clements"

Brooke Clements