Clover Leaf Capital Announces TSXV Conditional Acceptance and Filing of Filing Statement for its Qualifying Transaction
VANCOUVER, BC / ACCESSWIRE / May 3, 2023 / Clover Leaf Capital Corp. (TSXV:CLVR.P) ("Clover Leaf" or the "Company") is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the "TSXV") to close its previously announced acquisition of North Shore Energy Metals Ltd. ("North Shore") by way of a share exchange agreement (the "Transaction") as is more particularly described in the Company's press release dated December 23, 2022. The Transaction will constitute the Company's qualifying transaction pursuant to the policies of the TSXV.
Clover Leaf and North Shore anticipate closing the Transaction on or about June 30, 2023 (the "Closing Date"). Upon closing the Transaction, the Company will change its name to North Shore Uranium Ltd. (the "Resulting Issuer").
In connection with the Transaction, the Company has filed on SEDAR its filing statement dated May 2, 2023 (the "Filing Statement") and National Instrument 43-101 Technical Reportson the Falcon and West Bear Properties, Saskatchewan, Canada published for Clover Leaf and North Shore with effective dates of January 13, 2023, and February 19, 2023, respectively. The Qualified Person and main author for both reports is Troy Marfleet, P. Geo., of Axiom Exploration Group Ltd. Investors are encouraged to review the Filing Statement at www.sedar.com, which provides detailed information about the Transaction, the Resulting Issuer, the Company, and North Shore, including the audited financial statements of North Shore for period from incorporation on November 23, 2021 to December 31, 2021 and the year ended December 31, 2022 which reflect that, as at December 31, 2022, North Shore had total assets of
It is a condition to the completion of the Transaction that North Shore complete a concurrent equity offering (the "Concurrent Equity Offering") prior to the Closing Date for a minimum of gross proceeds of
Concurrently with the completion of the Transaction the name of the Resulting Issuer will be changed to North Shore Uranium Ltd. and the Clover Leaf Board and management will be restructured, through resignations and appointments. The five directors of the Resulting Issuer are expected to be: James Arthur, Brooke Clements, Eoin Saadien, Doris Meyer, and Jimmy Thom. The officers of the Resulting Issuer are expected to be: Brooke Clements (President, CEO and Vice President of Exploration), Dan O'Brien (CFO) and Ben Meyer (Corporate Secretary). Biographies of the proposed directors and officers are 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.
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 Corporate Services Ltd. ("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.
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 TSXV. He has completed the Legal Administrative Assistant and Paralegal programs at the University of the Fraser Valley with distinction.
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.
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 specialized 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 TSXV. He has a First-Class Honours Business degree in Finance and International Business from Simon Fraser University in Canada.
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 TSXV. Ms. Meyer is a past member of the Institute of Chartered Professional Accountants of British Columbia.
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.
About the Company
The Company is a capital pool company ("CPC") within the meaning of the policies of the TSXV that has not commenced commercial operations and has no assets other than cash. The current directors and officers of the Company are: Tsend Tseren (Director and CEO), Dan O'Brien (CFO), Ben Meyer (Corporate Secretary), Morgan Hay(Director), Alain Fontaine (Director), Blake Steele (Director), Alex Molyneux (Director) and Doris Meyer (Director). Except as specifically contemplated in the CPC policies of the Exchange, until the completion of its "Qualifying Transaction" (as defined therein), the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed "Qualifying Transaction".
The Transaction remains subject to conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
On behalf of the Board of Directors
Tsend Tseren
Chief Executive Officer
Contact Information - For more information, please contact:
Ben Meyer
Corporate Secretary
Tel: 604.536.2711
Email: ben@gocs.ca
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to the Transaction and certain terms and conditions thereof, the Concurrent Equity Offering, the proposed change of name of the Company, the proposed Closing Date, the proposed directors and officers of the Resulting Issuer,, the ability of the parties to complete the Transaction, the Resulting Issuer meeting the Initial Listing Requirements as a Tier 2 mining issuer under the rules and policies of the TSXV; the waiver of TSXV sponsorship requirements or the finding of a sponsor, shareholder, director and regulatory approvals, the structure and completion of the Concurrent Equity Offering, and any other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, geological risks, risks associated with the financial markets generally, the results of the due diligence investigations to be conducted in connection with the Transaction, the ability of the Company to complete the Transaction or obtain requisite TSXV acceptance and, if applicable, shareholder approvals. As a result, the Company cannot guarantee that the Transaction will be completed on the terms described herein or at all. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
SOURCE: Clover Leaf Capital Corp.
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