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

August 18, 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 and June 29, 2023

We refer to the share exchange agreement made as of December 19, 2022, as amended March 31, 2023 and June 29, 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.

We believe that it is in the best interests of Clover Leaf and of North Shore to reduce the Concurrent Financing from a minimum of $5,000,000 to a minimum of $2,200,000 to allow the parties to comply with the Conditions. We, therefore, propose to amend the Share Exchange Agreement by deleting the reference to “$5,000,000” and the reference to “16,667,667 Subscription Receipts” in the definition of “Concurrent Financing” in section 1.1 of the Share Exchange Agreement and inserting in its place the phrase “$2,200,000” and “7,333,333” respectively.

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.

(signed) " Doris Meyer " By: Doris Meyer

Agreed to and accepted this 18[th] day of August 2023

North Shore Energy Metals Ltd.

By:

(signed) " Brooke Clements "

Brooke Clements