Noront Resources : Notice of Meeting

NORONT RESOURCES LTD.

212 King Street West, Suite 501

Toronto, Ontario, Canada, M5H 1K5

NOTICE OF SPECIAL MEETING OF THE COMPANY

NOTICE IS HEREBY GIVEN that, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated February 11, 2022 (the "Interim Order"), a special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Noront Resources Ltd. ("Noront" or the "Company") will be held on Tuesday, March 15, 2022 at 10:00 a.m. (Toronto time) in a virtual meeting format, for the following purposes:

1.	to consider and, if deemed advisable, to pass, with or without variation, a special resolution
	(the "Arrangement Resolution") to approve a plan of arrangement (the "Plan of Arrangement") pursuant

to Section 182 of the Business Corporations Act (Ontario) (the "OBCA") involving the Company, Wyloo Canada Holdings Pty Ltd (the "Purchaser") and Wyloo Metals Pty Ltd (the "Parent") pursuant to an arrangement agreement effective December 22, 2021 (as amended to date) among the Company, the Purchaser and the Parent, the full text of which is set forth in Appendix "B" to the accompanying management information circular dated February 11, 2022 (the "Circular");

1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Interest Share Resolution") of the minority shareholders of the Company in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, as more particularly set forth in the accompanying Circular, to permit interest under a loan agreement between Noront and the Purchaser to be payable in Common Shares, at the election of the Company; and
2. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Circular. Completion of the proposed Plan of Arrangement is conditional upon certain other matters described in the Circular, including the approval of the Court and receipt of required regulatory approvals. Capitalized terms used but not defined in this Notice of Meeting have the meaning given in the Circular.

ALL OF THE INDEPENDENT DIRECTORS OFTHE COMPANY, AFTER CONSULTATION WITH THE SPECIAL COMMITTEE, ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLYRECOMMEND THAT SHAREHOLDERS VOTE FORTHE ARRANGEMENT RESOLUTION AND INTEREST SHARE RESOLUTION.

The Board has fixed the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting as the close of business on January 31, 2022 (the "Record Date"). Only registered Shareholders of the Company ("Registered Shareholders") and their duly appointed proxyholders as of the Record Date are entitled to attend online and vote at the Meeting. A Registered Shareholder may attend the Meeting online or may be represented at the Meeting by proxy. Registered Shareholders who are unable to attend the Meeting, or any adjournment or postponement thereof, are requested to complete, date, and sign the accompanying form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the accompanying Circular. The time limit for the deposit of proxies may be waived by the Chairman of the Meeting in his sole discretion without notice.

If you are not a Registered Shareholder and beneficially own your Common Shares (a "Beneficial Shareholder") with a broker, investment dealer, commercial bank, trust company or other intermediary (each an "Intermediary"), and have received these materials through your Intermediary, please complete and return the voting instruction form or other authorization provided to you by your Intermediary in accordance with the instructions provided with the voting instruction form or other such authorization. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting. Beneficial Shareholders who received a voting instruction form or other

authorization provided by their Intermediary must, in sufficient time in advance of the Meeting, submit such voting instruction form or other authorization as required by their Intermediary.

Pursuant to and in accordance with the Plan of Arrangement (a copy of which is attached as Appendix "C" to the accompanying Circular), the Interim Order (a copy of which is attached as Appendix "E" to the accompanying Circular) and the provisions of Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement), Registered Shareholders have the right to dissent in respect of the Arrangement Resolution. If the Arrangement is completed, dissenting Shareholders who comply with the procedures set forth in Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) will be entitled to be paid the fair value of their Common Shares by the Company. There can be no assurance that a dissenting Shareholder will receive consideration for his, her or its Common Shares of equal value to the consideration that such dissenting Shareholder would have received under the Arrangement. This dissent right is summarized in the Circular. Failure to strictly comply with the requirements set forth in Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) may result in the loss or unavailability of any right to dissent with respect to the Arrangement.

Beneficial Shareholders who wish to dissent in respect of the Arrangement Resolution should be aware that only Registered Shareholders are entitled to dissent. Accordingly, a Beneficial Shareholder desiring to exercise this right of dissent must make arrangements for the Common Shares beneficially owned by such person to be registered in his, her or its name prior to the time the written notice of dissent to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the Registered Shareholder to dissent on his, her or its behalf.

Tendering Common Shares and Retention Election

Under the Arrangement, Shareholders (other than the Wyloo Parties) are being given the opportunity, in respect of all or a portion of their Common Shares, to (i) receive the Consideration, or (ii) elect to remain as a Shareholder of Noront following the completion of the Arrangement (the "Retention Election"); provided, however, that any Retention Election will only be effective, and such Shareholders will only be given an opportunity to remain as a Shareholder following the completion of the Arrangement, if at least 20% of the outstanding Common Shares are the subject of a Retention Election at the Retention Election Deadline (as defined below). The Wyloo Parties and any person acting jointly or in concert with the Wyloo Parties are not entitled to make a Retention Election.

For the avoidance of doubt, the Purchaser will acquire all of the Common Shares that it does not already own, including those Common Shares that are the subject of a Retention Election, if at the Retention Election Deadline, less than 20% of the outstanding Common Shares are the subject of a Retention Election (the "Automatic Squeeze-Out"). Shareholders will have until the Retention Election Deadline to submit a Retention Election (or to revoke or revise a previously submitted Retention Election).

SHAREHOLDERS WHO DO NOT MAKE A RETENTION ELECTION PRIOR TO THE RETENTION ELECTION DEADLINE WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE CASH CONSIDERATION FOR ALL THEIR COMMON SHARES. FOR THAT REASON, IF YOU WISH TO RECEIVE THE CASH CONSIDERATION FOR ALL YOUR COMMON SHARES, YOU DO NOT NEED TO MAKE ANY ELECTION AND NEED ONLY SUBMIT THE LETTER OF TRANSMITTAL TO RECEIVE THE CASH CONSIDERATION.

Registered Shareholders

Registered Shareholders who wish to receive the Consideration for all of their Common Shares should properly complete, duly execute and return the enclosed Letter of Transmittal (printed on blue paper), to the Depositary (in accordance with the instructions set out therein), together with their share certificate(s) or DRS advice(s), as applicable, and such additional documents, certificates and instruments as the Depositary may reasonably require.

Registered Shareholders (other than the Wyloo Parties and any person acting jointly or in concert with the Wyloo Parties) who wish to retain all or a portion of their Common Shares must complete and return the enclosed Retention Election Form (printed on yellow paper), which when properly completed, duly executed and returned to the

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Depositary by 5:00 p.m. (Toronto time) on the 10th calendar day following the date of the Interim Retention Election Announcement (the "Retention Election Deadline"), in accordance with the instructions set out therein, will enable each registered Shareholder to retain such number of Common Shares declared on their Retention Election Form following the Arrangement, subject to the Automatic Squeeze-Out being triggered. Registered Shareholders who wish to retain only a portion of their Common Shares and intend to tender the balance of their Common Shares under the Arrangement, should also complete and return the Letter of Transmittal, together with their share certificate(s) or DRS advice(s), as applicable.

If the Arrangement becomes effective and the Automatic Squeeze-Out is triggered, then any Registered Shareholders who made a Retention Election will only be entitled to receive the Consideration under the Arrangement (and will not remain as Shareholders following the completion of the Arrangement) and must tender their certificate(s) or DRS advice(s) representing such Tendered Shares in accordance with the tender procedures described herein to receive the Consideration therefor.

Beneficial Shareholders

Beneficial Shareholders who wish to make a Retention Election in respect of all or a portion of their Common Shares must do so through their Intermediaries by contacting their Intermediaries and following the instructions provided to them. The Intermediaries must submit any Retention Elections, on behalf of Beneficial Shareholders electing to make a Retention Election, via the CDSX system prior to the Retention Election Deadline (being 5:00 p.m. (Toronto time) on the 10th calendar day following the date of the Interim Retention Election Announcement). Each Intermediary may have different procedures that Beneficial Shareholders must follow in order to make a Retention Election. Beneficial Shareholders must contact and follow their Intermediary's instructions in order to make any Retention Election. Only Beneficial Shareholders wishing to retain all or a portion of their Common Shares are required to make a Retention Election through their Intermediaries, who will in turn make the Retention Election via the CDSX system. Shareholders (other than the Wyloo Parties and any Shareholder who has validly exercised dissent rights) who do not make a Retention Election prior to the Retention Election Deadline will be deemed to have tendered all their Common Shares under the Arrangement. If the Arrangement becomes effective, all Common Shares held in CDSX (other than Retained Shares) will be automatically tendered and Beneficial Shareholders thereof will receive the consideration they are entitled to under the Arrangement. Notwithstanding the foregoing, if the Arrangement becomes effective and the Automatic Squeeze-Out is triggered, then all Common Shares within CDSX that are the subject of a Retention Election will be deemed to be Tendered Shares and will automatically be tendered under the Arrangement and the Beneficial Shareholders thereof will receive the Consideration in respect of such Common Shares.

REGARDLESS OF THEIR SELECTION, SHAREHOLDERS ARE URGED TO VOTE THEIR COMMON SHARES PRIOR TO THE VOTING DEADLINE OF MARCH 11, 2022, AT 10:00 A.M. (TORONTO TIME).

APPROVING THE ARRANGEMENT GIVES SHAREHOLDERS THE OPPORTUNITY TO SELL THEIR COMMON SHARES FOR $1.10 OR OTHERWISE ELECT TO RETAIN THEIR COMMON SHARES.

In light of the global COVID-19 pandemic and to mitigate against its risks, the Meeting will be held in a virtual-only meeting format. Shareholders will not be able to attend the Meeting physically. A virtual only meeting format is being adopted as a precautionary measure in response to the COVID-19 pandemic to give all Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing as a result of COVID-19. The Company is not aware of any items of business to be brought before the Meeting other than those described in the enclosed Meeting materials.

The Meeting can be accessed by logging in online using the following link: http://meetnow.global/M5WUKFK. Registered Shareholders and duly appointed proxyholders will be able to virtually attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to ask questions or vote at the Meeting. Further details and instructions are provided in the Circular under the headings "Appointment and Revocation of Proxies" and "Attending the Meeting and Voting Online".

Registered Shareholders who are not able to be present at the Meeting may exercise their right to vote by dating, signing and returning the enclosed form of proxy in accordance with the instructions set out in the Circular. A form

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of proxy will not be valid unless it is deposited at the offices of the Company's transfer agent, Computershare Investor Services Inc. (according to the instructions on the form of proxy), prior to 10:00 a.m. (Toronto time) on March 11, 2022 or at least 48 hours (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting (including any adjournment or postponement thereof).

If you are a Beneficial Shareholder and have received these materials through your Intermediary, please complete and return the voting instruction form provided to you by such Intermediary in accordance with the instructions provided therein.

If you attend the Meeting online and you are a Registered Shareholder or duly appointed proxyholder and wish to vote at the Meeting, it is important that you remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures.

Your vote is important regardless of the number of Common Shares that you own and regardless of whether you want to sell any of your Common Shares under the Arrangement. Whether or not you expect to attend the Meeting online, we encourage you to vote your form of proxy or voting instruction form as promptly as possible to ensure that your vote will be counted at the Meeting.

SHAREHOLDER QUESTIONS

We urge you to carefully consider all of the information in the Circular. If you require assistance, please consult your financial, legal or other professional advisors. If you have any questions or require more information with regard to the procedures for voting or completing your proxy or voting instruction form, please contact Shorecrest Group by (i) telephone at 1-888-637-5789 (North American Toll-Free) or 1-647-931-7454 (Collect Calls Outside North America), or (ii) email at [e-mail].

DATED the 11th day of February 2022.

By Order of the Board of Directors

(signed) "Paul Parisotto"

Paul Parisotto

Chair of the Board

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