VANCOUVER, BC / ACCESSWIRE / December 1, 2022 / Clover Leaf Capital Corp. (TSXV:CLVR.P) ('Clover Leaf' or the 'Company') is pleased to announce the extension of its non-binding letter of intent (the 'LOI') dated September 26, 2022 with North Shore Energy Metals Ltd. ('North Shore Energy'), a mineral exploration company which holds two properties located at the eastern margin of the Athabasca basin that are prospective for uranium and other metals. The LOI outlines the principal terms and conditions of a proposed transaction which, if completed, will result in a reverse takeover of Clover Leaf by North Shore Energy (the 'Transaction').
Clover Leaf and North Shore Energy are working toward completion and execution of a definitive agreement in respect of the Transaction and have agreed to extend the termination date of the LOI from November 30, 2022 to December 31, 2022. Additional details regarding the LOI and the Transaction are provided in the Company's press release dated September 27, 2022, which is available on the Company's SEDAR profile at www.sedar.com. The LOI is non-binding and there can be no assurance that the Transaction will be completed as proposed or at all.
On behalf of the Board of Directors
Chief Executive Officer
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Assuming the parties are successful in negotiating and entering into the Definitive Agreement, completion of the Transaction will be subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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.
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 release 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 Transaction and has neither approved nor disapproved the contents of this press release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
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.
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 ability of the parties to enter into a definitive agreement in respect of the Transaction and to complete the Transaction 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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