North Shore Uranium Ltd. (Formerly Clover Leaf Capital Corp.) Announces Closing Of Qualifying Transaction

North Shore Uranium Ltd. (Formerly Clover Leaf Capital Corp.) Announces Closing Of Qualifying Transaction


North Shore Uranium Ltd. (formerly Clover Leaf Capital Corp.) (TSXV:CLVR.P) (the "Company") is pleased to announce that, further to its news releases of December 23, 2022, June 30, 2023, August 18, 2023, and September 22, 2023, it has closed its "Qualifying Transaction" (the "Transaction") with North Shore Energy Metals Ltd. ("North Shore"). Concurrently with closing, the Company changed its name from "Clover Leaf Capital Corp." to "North Shore Uranium Ltd." (the "Name Change").

In connection with the completion of the Transaction, the Company's common shares are expected to recommence trading on the TSX Venture Exchange (the "Exchange") under the symbol "NSU" at the open of the market on or about November 2, 2023. Upon recommencement of trading, the Company will have 36,805,960 common shares outstanding. Following the Name Change, the new CUSIP and ISIN numbers for the Company's common shares are 66240L104 and CA66240L1040, respectively.

Following the Transaction, the near-term business objectives of the Company 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 Company 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.

Directors and Officers

In connection with the closing of the Transaction, the directors and officers of the Company are now:

  • Brooke Clements - President, Chief Executive Officer, VP Exploration, and Director
  • James Arthur - Director
  • Doris Meyer - Director
  • Jimmy Thom - Director
  • Dan O'Brien - Chief Financial Officer
  • Ben Meyer - Corporate Secretary

Concurrent Financing

On October 26, 2023, as a condition to the completion of the Transaction, North Shore closed a private placement financing (the "Concurrent Financing") pursuant to which it raised aggregate gross proceeds of $2,329,268.80 through the issuance of 7,530,660 non-flow-through subscription receipts (each, a "NFT Subscription Receipt") at a price of $0.30 per NFT Subscription Receipt, and 200,000 flow-through subscription receipts (each, a "FT Subscription Receipt", together with the NFT Subscription Receipts, the "Subscription Receipts") at a price of $0.35 per FT Subscription Receipt. The Subscription Receipts were issued pursuant to a subscription receipt agreement ("Subscription Receipt Agreement") entered into by North Shore and Odyssey Trust Company (the "Subscription Receipt Agent"), as both subscription receipt agent and escrow agent. All gross proceeds from the Concurrent Financing that were paid to North Shore as of the closing (the "Concurrent Financing Closing") of the Concurrent Financing (less any proceeds used by North Shore to pay cash finder's fees) (the "Escrowed Funds") were deposited into escrow with the Subscription Receipt Agent pursuant to the terms of the Subscription Receipt Agreement. Immediately prior to the closing of the Transaction, each Subscription Receipt was automatically converted into one common share of North Shore (each, a "North Shore Share"), and on closing of the Transaction, each North Shore Share was exchanged for one common share of the Company (a "Resulting Issuer Share") pursuant to the terms of the share exchange agreement dated December 19, 2022, as amended on March 31, 2023, June 30, 2023, and August 18, 2023, entered into among the Company, North Shore, and the shareholders of North Shore. North Shore also paid aggregate cash finder's fees of $64,704.90 and issued 210,014 finder's warrants (each a "North Shore Finder's Warrant") to certain arm's length finders in connection with the Concurrent Financing. Each North Shore Finder's Warrant was exchanged in connection with the Transaction for a finder's warrant of the Company (a "Resulting Issuer Finder's Warrant"), and each Resulting Issuer Finder's Warrant is exercisable to acquire one common share of the Company (each, a "Resulting Issuer Finder's Warrant Share") at a price of $0.30 per Resulting Issuer Finder's Warrant Share for a period of 24 months from the date of the Concurrent Financing Closing.

Mr. Brooke Clements, who was appointed as the President, Chief Executive Officer, VP Exploration, and a director of the Company today, subscribed for 80,000 NFT Subscription Receipts for proceeds of $24,000, representing approximately 1.03% of the gross proceeds of the Concurrent Financing. Mr. James Arthur, who was appointed as a director of the Company today, subscribed for 33,334 NFT Subscription Receipts for gross proceeds of $10,000.20, representing approximately 0.43% of the gross proceeds of the Concurrent Financing. Mr. James Thom, who was appointed as a director of the Company today, subscribed for 58,000 NFT Subscription Receipts for gross proceeds of $17,400, representing approximately 0.74% of the gross proceeds of the Concurrent Financing. None of the proceeds from the Concurrent Financing are allocated to pay compensation to or settle indebtedness owing to principals of the Company. The participation in the Concurrent Financing by Messrs. Clements, Arthur and Thom constitute related party transactions pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation of the related parties in the Concurrent Financing in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

Share Issuance to Skyharbour Resources Ltd.

In connection with the closing of the Transaction, the Company is pleased to announce that it also issued 500,000 Resulting Issuer Shares (the "Skyharbour Shares") to Skyharbour Resources Ltd. ("Skyharbour") pursuant to an option agreement dated May 29, 2023, as amended on August 28, 2023 (the "South Falcon Option Agreement"), among North Shore and Skyharbour. The issuance of the Skyharbour Shares partially comprises the first payment to Skyharbour under the South Falcon Option Agreement in order to be able to exercise the option to acquire a 100% undivided interest in 11 claims that form approximately 77 percent of the Falcon Property. For more information on the South Falcon Option Agreement and the issuance of the Skyharbour Shares, please see the Company's amended and restated filing statement dated September 21, 2023, which is available on the Company's SEDAR+ profile at www.sedarplus.ca.

Final acceptance of the Transaction, including the Concurrent Financing and the issuance of the Skyharbour Shares, by the Exchange is subject to the Company filing all final documentation.

ON BEHALF OF THE BOARD

Brooke Clements
President, Chief Executive Officer, VP Exploration, and Director

For further information:

North Shore Uranium Ltd., please contact Ben Meyer, Corporate Secretary
Telephone: 604.536.2711
Email: ben@gocs.ca

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release may contain forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the Company's current plans and business objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such forward‑looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: assumptions regarding future uranium prices, debt and equity financing market conditions, receipt of regulatory approvals, and other factors. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on its behalf. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward- looking statement, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

Source

The Conversation (0)
Power lines, stock chart and money symbolizing energy market growth.

Uranium Price Update: Q1 2025 in Review

Impacted by broad uncertainty, geopolitical risks and trade tensions, the spot U3O8 price fell 13.26 percent during Q1, starting the session at US$74.74 per pound and contracting to US$64.83 by March 31.

As factors outside the uranium sector forced spot price consolidation, long-term uranium prices remained steady, holding at the US$80 level, a possible indicator of the market’s long-term potential.

Although the U3O8 spot price hit nearly two decade highs in 2024, the sector has been unable to find continued support in 2025. Much uncertainty has been introduced this year by the Trump administration's on-again, off-again tariffs, which have infused the already opaque uranium market with even more ambiguity.

As volatility rattles investors, US utility companies have also been impacted by the threat of tariffs.

“There's a lot of speculation,” Per Jander, director of nuclear fuel at WMC, told the Investing News Network (INN) in a March interview. “I think the new administration is unpredictable, and I think that is by design, and (they are) obviously doing a very good job at that. But again, it has ripple effects for players in the market.”

Keep reading...Show less
Mineralisation structures Identified at North Sweden project

Mineralisation structures Identified at North Sweden project

Basin Energy (BSN:AU) has announced Mineralisation structures Identified at North Sweden project

Download the PDF here.

Canadian flag next to uranium ore.

5 Best-performing Canadian Uranium Stocks of 2025

Q1 2025 has been a turbulent time for the uranium market as long term demand fundamentals proved insufficient at combatting global economic uncertainty.

Following 2024’s impressive performance that saw U308 spot prices break through the US$100 per pound threshold, reaching a 17 year high, the first three months of 2025 have been punctuated with volatility.

Concern about the impact of potential US energy tariffs on significant uranium producer Canada added headwinds to uranium’s sails early on. As tensions between the US and its neighboring ally ratcheted up, U3O8 spot prices slipped lower, falling to US$63.44 in mid-March, a low last seen in September 2023.

Keep reading...Show less
Toro Energy (ASX:TOE)

Toro Energy


Keep reading...Show less
Western Uranium & Vanadium Corp. Announces Ore Purchase Agreement

Western Uranium & Vanadium Corp. Announces Ore Purchase Agreement

Western Uranium & Vanadium Corp. (CSE: WUC) (OTCQX: WSTRF) (" Western " or the " Company ") is pleased to announce that the Company has entered into an Ore Purchase Agreement ("Agreement") with Energy Fuels Inc. (NYSE American: UUUU) (TSX:EFR).

Western plans to commence hauling around the beginning of May, making deliveries to Energy Fuels' White Mesa Mill, the only operational conventional uranium/vanadium mill in the United States. Deliveries will be sourced from previously mined production that has been stockpiled at the Company's flagship Sunday Mine Complex. The Agreement is for a one year period, and provisions for the delivery of up to 25,000 short tons of uranium bearing ore. The purchase price will be calculated based upon the uranium grade of each closed lot according to the agreed pricing schedule.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
AuKing Mining (ASX:AKN)

AuKing Mining


Keep reading...Show less

Latest Press Releases

Related News

×