But it is a PDF form and I can't seem to copy and paste it. 26 Pages in ALL. This is the attached Yellow Proxy that we DON"T WANT TO COMPLETE. YELLOW YELLOW YELLOW FORM OF PROXY (Registered Shareholder) for the Annual and Special Meeting of Holders of common shares of Noront Resources Ltd. This proxy is solicited by Rosseau Asset Management Ltd., Warren B. Irwin and Daniel Fong (collectively, “Rosseau”) and not by management of Noront Resources Ltd. (the “Company”), and will be used at the Annual and Special Meeting of Shareholders to be held on the 28th day of October, 2008. THIS PROXY MUST BE RECEIVED PRIOR TO 5:00 P.M. (TORONTO TIME) ON THURSDAY, OCTOBER 23, 2008 SEE BACK FOR DELIVERY INSTRUCTIONS. The undersigned holder of common shares of the Company, revoking all proxies previously given, hereby nominates, constitutes, and appoints Warren B. Irwin, or failing him, Daniel Fong, or instead of either of them ________________________________, the true lawful attorney and proxyholder of the undersigned, with full power of substitution, to attend, vote and otherwise act for and on behalf of the undersigned in respect of all matters that may come before the Annual and Special Meeting of Shareholders (the “Meeting”) of the Company to be held at 10:30 a.m. (Toronto time) on the 28th day of October, 2008 at The Exchange Tower, 130 King Street West, Toronto, Ontario, Canada, and at every adjournment or postponement thereof, and at every poll or ballot that may take place in consequence thereof to the same extent and with the same powers as if the undersigned were present at such meeting. The undersigned hereby confers authority on the person named to vote in accordance with his judgment as to any amendments or variations to the following matters and as to any other matters which may properly come before the Meeting. Without limiting the general authorization and powers conferred hereby, the undersigned hereby instructs the said proxy to vote the common shares represented by this form of proxy as indicated below and hereby revokes any proxy previously given. 1. To consider and, if deemed advisable, to fix the number of directors to be elected at the Meeting at seven (7). FOR Vote Against Rosseau recommends that Shareholders vote FOR the election of the Rosseau Nominees listed below as directors of the Company. 2. VOTE FOR the election of the following seven individuals (the “Roseau Nominees”) as directors of the Company: Patrick F.N. Anderson, Bruce Durham, Joseph A. Hamilton, Warren B. Irwin, Keith McKay, Thomas Obradovich and Michael D. Woollcombe. FOR Withhold from Voting 3. The appointment of MSCM LLP as auditors of the Company for the ensuing year and authorizing the directors of the Company to fix their remuneration. FOR Withhold from Voting 4. To consider, and if deemed advisable, to adopt with or without amendments, an ordinary resolution ratifying and confirming the stock option plan of the Company, the full text of which resolution is set out in the Company’s management proxy circular dated September 22, 2008. FOR Vote Against 5. For any other business which may properly come before the Meeting or any adjournment thereof, in such manner as the said proxyholder sees fit. SIGNATURE and title if applicable Telephone: ______________________________ _____________________________, 2008. DATE FAX TO KINGSDALE SHAREHOLDER SERVICES INC. at 1-866-545-5580 - 2 - The common shares represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for and, where the shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the common shares represented by this proxy will be voted in accordance with the specification so made. Where a choice is not specified, the common shares will be VOTED FOR fixing the number of directors of the Company to be elected at the Meeting at seven; VOTED FOR the election of the Rosseau Nominees as the directors of the Company; VOTED FOR the appointment of MSCM LLP as auditors of the Company for the ensuing year and authorizing the directors of the Company to fix their remuneration; and VOTED FOR the ratification and confirmation of the Company’s stock option plan. NOTES: 1. This proxy confers discretionary authority with respect to amendments or variations to certain matters identified in the notice of meeting (the “Notice of Meeting”) accompanying the proxy circular of the Company dated September 22, 2008 and with respect to the other matters which might properly come before the Meeting. At the date of the proxy circular accompanying this form of proxy, Rosseau knows of no such matters to come before the Meeting other than the matters referred to on this form of proxy and in the Notice of Meeting. 2. This proxy is valid only in respect of the Meeting or any adjournment(s) or postponement(s) thereof. 3. A shareholder has the right to appoint a person or company (who need not be a shareholder) to represent him or her at the Meeting other than the nominees of Rosseau. If you desire to designate as proxyholder a person or company other than Warren B. Irwin or failing him, Daniel Fong, the proxy holders designated by Rosseau, you should strike out their names and insert in the space provided the name of the person or company you desire to designate as proxyholder or complete another form of proxy. 4. Please sign this YELLOW proxy and date the proxy. If not dated, this proxy shall be deemed to be dated on the date it was mailed to shareholders. 5. A proxy, to be valid, must be signed and dated by a shareholder or by his or her attorney authorized in writing or, where a shareholder is a corporation, by a duly authorized officer or attorney of the corporation (which proxy, if not dated by the shareholder, shall be deemed to be dated as of the date it was mailed to shareholders). 6. Time is of the essence. A proxy, in order to be effective, must be deposited in time for the Meeting. In order to facilitate such deposit, please return to Kingsdale Shareholder Services Inc., via facsimile, in accordance with the instructions set forth below prior to 5:00 p.m. (Toronto Time) on Thursday, October 23, 2008. ACT TODAY - PLEASE ENSURE THAT YOU: 1. Sign and date this proxy. 2. FAX your proxy to Kingsdale Shareholder Services Inc. at: VIA FACSIMILE: 1-866-545-5580 If you have any questions or need assistance completing this proxy please call: 416-867-2272 (COLLECT CALLS ACCEPTED) or 1-800-749-9052 (TOLL-FREE) REMEMBER THIS IS the Form We Don't Wish to Complete!!