North Shore Uranium Ltd. — Management Reports 2023

Apr 21, 2023

Management Discussion & Analysis

For the year ended December 31, 2022

(Expressed in Canadian dollars)

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 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, 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. 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 TSX-V; 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.

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.

SUMMARY OF QUARTERLY RESULTS

	3 MonthsEndedDecember 31,2022	3 MonthsEndedSeptember 30,2022	3 MonthsEndedJune 30,2022	3 MonthsEndedMarch 31,2022
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 MonthsEndedDecember 31,2021	3 MonthsEndedSeptember 30,2021	3 MonthsEndedJune 30,2021	March 2,2021 toMarch 31,2021
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.

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.

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.

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 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).

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The Company has no disclosure.

OUTSTANDING SHARE DATA AS AT THE DATE OF THIS MD&A

Authorized: an unlimited number of common shares without par value.

	Number ofShares	Warrants	StockOptions
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 31,2021
Cash	FVTPL	$601,553	$	290,059
GST receivable	Amortized cost	6,515		3,639
Trade and other payables	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 believes that the credit risk with respect to cash is low.

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, 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.

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 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

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.

NEW ACCOUNTING PRONOUNCEMENTS

There are no new standards that will have any significant effect on the Company.

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 suggestedherein.

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 assumptionsinherent in forward-looking statements, investorsin securities ofthe 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.