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https://www.sedar.com/GetFile.do?lang=EN&docClass=13&issuerNo=00003339&issuerType=03&projectNo=03253506&docId=5111570

Posted December 29,

                                                         NOTICE OF CHANGE

TO: THE SHAREHOLDERS OF NORONT RESOURCES LTD.

                                                                                                                                      December 23, 2021

 As described in further detail in this Notice of Change, the previously-announced discussions between BHP Lonsdale and Wyloo Metals regarding the potential support of Wyloo Metals for the Offer have ceased, and the Company has terminated the Support Agreement in order to enter into the Wyloo Arrangement Agreement.

Except as otherwise set out in this Notice of Change, the information, terms and conditions set out in the Existing Offer Documents continue to be applicable in all respects, and this Notice of Change should be read in conjunction with the Existing Offer Documents.

Consequential amendments in accordance with this Notice of Change are deemed to be made, where required, to the Existing Offer Documents. Except as otherwise set out in this Notice of Change, the terms and conditions set out in the Existing Offer Documents continue to remain in effect, unamended. This Notice of Change should be read in conjunction with the Existing Offer Documents.

All references in the Existing Offer Documents to the “Offer to Purchase”, the “Circular” or the “Offer to Purchase and Circular” mean the Existing Offer to Purchase and Circular as amended hereby.

1. Recent Developments.

On November 2, 2021, BHP Lonsdale announced that it was in discussions with Wyloo Metals regarding the potential support of Wyloo Metals for the Offer. On December 12, 2021, BHP Lonsdale announced that such discussions had ceased.

Also on December 12, 2021, the Company notified the Offeror that it had received a proposal from Wyloo Metals pursuant to which Wyloo Metals would offer $1.10 in cash per Common Share to acquire the Common Shares (the “Improved Wyloo Proposal”). On December 14, 2021, the Company announced that it had received the Improved Wyloo Proposal and draft transaction documents related thereto and indicated that it intended to negotiate the definitive terms of the documentation in relation to the Improved Wyloo Proposal with Wyloo Metals.

On December 21, 2021, the Company provided written notice to the Offeror pursuant to the Support Agreement that the Noront Board had determined that the Improved Wyloo Proposal was a Superior Proposal and that the Noront Board intended to enter into the Wyloo Arrangement Agreement, subject to the rights of the Offeror and BHP Lonsdale under the Support Agreement and compliance by the Company with its obligations thereunder. The notice confirmed that the Right to Match Period would expire at 11:59 p.m. on December 30, 2021.

On December 21, 2021, the Offeror informed the Company and announced that it had determined it would not match the Improved Wyloo Proposal. The Offeror also agreed on December 21, 2021 to waive the Right to Match Period. On December 22, 2021, the Company made the Termination Payment to the Offeror pursuant to the terms of the Support Agreement and terminated the Support Agreement in accordance with its terms.

On December 22, 2021, the Company and Wyloo Metals announced that they had entered into the Wyloo Arrangement Agreement in respect of the Improved Wyloo Proposal.

2. Manner of Acceptance

The Offer is open for acceptance until 7:00 p.m. (Toronto time) on January 14, 2022, unless the Offer is further extended or withdrawn by the Offeror.

Shareholders whose Common Shares are registered in the name of an investment advisor, stockbroker or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Common Shares under the Offer. Such nominees or other intermediaries may establish deposit cut-off times that are prior to the Expiry Time. Shareholders must instruct their nominees promptly if they wish to deposit their Common Shares.

Common Shares may be deposited under the Offer in accordance with the provisions under Section 3 of the Original Offer, “Manner of Acceptance”.

Shareholders who have validly deposited and not withdrawn their Common Shares do not need to take any further action to accept the Offer.

3. Take-Up of and Payment for Deposited Common Shares

If all of the conditions of the Offer described in Section 4 of the Original Offer, “Conditions of the Offer”, have been satisfied or, where permitted, waived by the Offeror at or prior to the expiry of the initial deposit period, the Offeror will take up the Common Shares validly deposited under the Offer and not properly withdrawn immediately after the expiry of the initial deposit period (and in any event not prior to the date the initial deposit period expires) and will pay the Offer Price for the Common Shares taken up as soon as possible but in any event not later than three business days (as defined under applicable Canadian securities Laws) after they are taken up. For the avoidance of doubt, the initial deposit period ends at the extended Expiry Time.

4. Withdrawal of Deposited Common Shares

Common Shares validly deposited under the Offer may be withdrawn by or on behalf of the depositing Shareholder at any time before the Common Shares have been taken up by the Offeror under the Offer and in the other circumstances described in Section 7 of the Original Offer, “Withdrawal of Deposited Common Shares”. Except as so indicated or as otherwise required by applicable Laws, deposits of Common Shares under the Offer are irrevocable.

5. Amendments and Variations to Existing Offer Documents

The Existing Offer Documents shall be read together with this Notice of Change in order to give effect to the amendments and variations to the Existing Offer Documents set out herein.

6. Statutory Rights

Securities legislation in the provinces and territories of Canada provides Shareholders with, in addition to any other rights they may have at Law, one or more rights of rescission, price revision or to damages if there is a misrepresentation in a circular or notice that is required to be delivered to the shareholders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province for particulars of those rights or consult a lawyer.

7. Directors’ Approval

The contents of this Notice of Change have been approved, and the sending of this Notice of Change to the Shareholders and the holders of Convertible Securities has been authorized, by the boards of directors of the Offeror and BHP Lonsdale.

Original offer

Jul 27 2021.      16:55:13 ET.     Take-over bid circular - English

https://www.sedar.com/GetFile.do?lang=EN&docClass=12&issuerNo=00003339&issuerType=03&projectNo=03253506&docId=5009773

7. Withdrawal of Deposited Common Shares

Except as otherwise stated in this Section 7 or as otherwise required by applicable Laws, all deposits of Common Shares under the Offer are irrevocable. Unless otherwise required or permitted by applicable Laws, any Common Shares validly deposited in acceptance of the Offer may be properly withdrawn by or on behalf of the depositing Shareholder:

(a) at any time before the Common Shares have been taken up by the Offeror under the Offer;

(b) if the Common Shares have not been paid for by the Offeror within three business days (as defined under applicable Canadian securities Laws) after having been taken up; or

(c) at any time before the expiration of 10 days from the date upon which either

(A) a notice of change relating to a change which has occurred in the information contained in the Offer to Purchase or the Circular, a notice of change or a notice of variation that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or of an affiliate of the Offeror), in the event that such change occurs before the Expiry Time or after the Expiry Time but before the expiry of all rights of withdrawal in respect of the Offer, or

(B) a notice of variation concerning a variation in the terms of the Offer (other than a variation consisting solely of an increase in the consideration offered for the Common Shares where the Expiry Time is not extended for more than 10 days, or a variation consisting solely of a waiver of one or more conditions of the Offer, or both)

is mailed, delivered or otherwise properly communicated (subject to abridgement of that period pursuant to such order or orders or other forms of relief as may be granted by applicable courts or Securities Regulatory Authorities) and only if such validly deposited Common Shares have not been taken up by the Offeror at the date of the notice.

Withdrawals of Common Shares validly deposited under the Offer must be effected by a written notice of withdrawal made by or on behalf of the depositing Shareholder and must be actually received by the Depositary at the place of deposit of the applicable Common Shares (or Notice of Guaranteed Delivery in respect thereof) within the time limits indicated above. Notices of withdrawal: (i) must be made by a method that provides the Depositary with a written or printed copy, (ii) must be signed by or on behalf of the person who signed the Letter of Transmittal accompanying (or Notice of Guaranteed Delivery in respect of) the Common Shares which are to be withdrawn, and (iii) must specify such person’s name, the number of Common Shares to be withdrawn, the name of the registered holder and the certificate number shown on each certificate representing the Common Shares to be withdrawn. Any signature in a notice of withdrawal must be guaranteed by an Eligible Institution in the same manner as in a Letter of Transmittal (as described in the instructions set out therein), except in the case of Common Shares deposited for the account of an Eligible Institution.

If Common Shares have been validly deposited pursuant to the procedures for book-entry transfer, as set out in Section 3 of the Offer to Purchase, “Manner of Acceptance — Acceptance by Book-Entry Transfer”, any notice of withdrawal must specify the name and number of the account at CDS to be credited with the withdrawn Common Shares and otherwise comply with the procedures of CDS.

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