Mr. Brooke Clements reports

NORTH SHORE URANIUM LTD. (FORMERLY CLOVER LEAF CAPITAL CORP.) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Further to its news releases of Dec. 23, 2022, June 30, 2023, Aug. 18, 2023, and Sept. 22, 2023, Clover Leaf Capital Corp. has closed its qualifying transaction with North Shore Energy Metals Ltd. Concurrently with closing, the company changed its name from Clover Leaf Capital to North Shore Uranium Ltd.

In connection with the completion of the transaction, the company's common shares are expected to recommence trading on the TSX Venture Exchange under the symbol NSU at the open of the market on or about Nov. 2, 2023. Upon recommencement of trading, the company will have 36,805,960 common shares outstanding. Following the name change, the new Cusip number and ISIN (international securities identification number) 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 minable 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, vice-president, exploration, and director;
• James Arthur -- director;
• Doris Meyer -- director;
• James (Jimmy) Thom -- director;
• Dan O'Brien -- chief financial officer;
• Ben Meyer -- corporate secretary.

Concurrent financing

On Oct. 26, 2023, as a condition to the completion of the transaction, North Shore closed a private placement 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 at a price of 30 cents per non-flow-through subscription receipt, and 200,000 flow-through subscription receipts at a price of 35 cents per flow-through subscription receipt. The subscription receipts were issued pursuant to a subscription receipt agreement entered into by North Shore and Odyssey Trust Company 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 of the concurrent financing (less any proceeds used by North Shore to pay cash finders' fees) 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, and, on closing of the transaction, each North Shore share was exchanged for one common share of the company pursuant to the terms of the share exchange agreement dated Dec. 19, 2022, as amended on March 31, 2023, June 30, 2023, and Aug. 18, 2023, entered into among the company, North Shore and the shareholders of North Shore. North Shore also paid aggregate cash finders' fees of $64,704.90 and issued 210,014 finder warrants to certain arm's-length finders in connection with the concurrent financing. Each North Shore finder warrant was exchanged in connection with the transaction for a finder's warrant of the company and each resulting issuer finder warrant is exercisable to acquire one common share of the company at a price of 30 cents per resulting issuer finder warrant share for a period of 24 months from the date of the concurrent financing closing.

Mr. Clements, who was appointed as the president, chief executive officer, vice-president, exploration, and a director of the company today, subscribed for 80,000 non-flow-through subscription receipts for proceeds of $24,000, representing approximately 1.03 per cent of the gross proceeds of the concurrent financing. Mr. Arthur, who was appointed as a director of the company today, subscribed for 33,334 non-flow-through subscription receipts for gross proceeds of $10,000.20, representing approximately 0.43 per cent of the gross proceeds of the concurrent financing. Mr. Thom, who was appointed as a director of the company today, subscribed for 58,000 non-flow-through subscription receipts for gross proceeds of $17,400, representing approximately 0.74 per cent 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 Mr. Clements, Mr. Arthur and Mr. Thom constitute related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 has also issued 500,000 resulting issuer shares to Skyharbour Resources pursuant to an option agreement dated May 29, 2023, as amended on Aug. 28, 2023, 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-per-cent undivided interest in 11 claims that form approximately 77 per cent 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 Sept. 21, 2023, which is available on the company's SEDAR+ profile.

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.

We seek Safe Harbor.