IMPORTANT: YOU MUST ONLY COMPLETE THIS FORM IF YOU WISH TO RETAIN ALL OR A PORTION OF YOUR COMMON SHARES FOLLOWING THE COMPLETION OF THE ARRANGEMENT INSTEAD OF RECEIVING THE CASH CONSIDERATION.

IF YOU WISH TO RECEIVE THE CASH CONSIDERATION FOR ALL OF YOUR COMMON SHARES DO NOTSUBMIT THIS RETENTION ELECTION FORM.

IF YOU DO NOTMAKE A RETENTION ELECTION BY SUBMITTING THIS FORM PRIOR TO THE RETENTION ELECTION DEADLINE YOU WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE CASH CONSIDERATION FOR ALL YOUR COMMON SHARES.

IF YOUR COMMON SHARES ARE REGISTERED IN THE NAME OF AN INTERMEDIARY (SUCH AS A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER INTERMEDIARY) DO NOTUSE THIS RETENTION ELECTION FORM AND CONTACT THAT INTERMEDIARY FOR FURTHER INSTRUCTIONS.

RETENTION ELECTION FORM

FOR REGISTERED HOLDERS OF

COMMON SHARES OF NORONT RESOURCES LTD.

This retention election form (the "Retention Election Form") is for use by registered holders of common shares ("Common Shares") of Noront Resources Ltd. (the "Company") and is being provided in connection with the proposed arrangement (the "Arrangement") involving the Company, Wyloo Canada Holdings Pty Ltd. (the "Purchaser") and Wyloo Metals Pty Ltd. Capitalized terms used but not defined in this Retention Election Form have the meanings set out in the Circular accompanying this Retention Election Form, a copy of which is also available on SEDAR (www.sedar.com)under the Company's issuer profile.

If you wish to retain all or a portion of your Common Shares, you must select one of the options provided below (a "Retention Election") and return this Retention Election Form as directed by 5:00 p.m. (Toronto time) on the 10th calendar day following the date of the Interim Retention Election Announcement (which announcement is expected to be on or around the date of the Meeting) (the "Retention Election Deadline"). By completing and returning this Retention Election Form, you are indicating that you wish to remain as a shareholder of the Company following the completion of the Arrangement. Notwithstanding the foregoing, if the Arrangement becomes effective and at the Retention Election Deadline, less than 20% of the outstanding Common Shares are the subject of a Retention Election (the "Automatic Squeeze-Out"), the Purchaser will acquire all of the Common Shares that it does not already own, including any Common Shares you have elected to retain by submitting this Retention Election Form. If the

Arrangement becomes effective and the Automatic Squeeze-Out is triggered, if you have not already done so, you must submit a Letter of Transmittal (printed on blue paper) to Computershare Investor Services Inc. (the "Depositary"), together with any share certificate(s) or DRS advice(s) representing all Common Shares for which a Retention Election was made, in accordance with the deposit procedures described therein, in order to receive the Consideration therefor. The Wyloo Parties and any person acting jointly or in concert therewith may not make a Retention Election.

If you wish to retain only a portion of your Common Shares, this Retention Election Form must be accompanied by your duly executed Letter of Transmittal and original share certificate(s), as may be applicable.

If you have any questions or require more information with regards to the completion and return of this Retention Election 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 contact@shorecrestgroup.com.

[IF YOU ARE MAKING A RETENTION ELECTION, PLEASE COMPLETE AND SIGN THE

FOLLOWING PAGE.]

Certificate and/or DRS Holder ID

Name of Shareholder as it Appears on

Number of Common Shares to be

Number(s)

Certificate(s) and/or DRS Advice(s)

Retained

OPTION 1 - ELECTION TO RETAIN ALL OF YOUR COMMON SHARES

  • Please check this box if you wish to retain ALLof your Common Shares following the completion of the Arrangement, subject to the Automatic Squeeze-Out.

The undersigned hereby elects to retain all of their Common Shares and not tender any of their Common Shares under the Arrangement.

- OR -

OPTION 2 - ELECTION TO RETAIN ONLY A PORTION OF YOUR COMMON SHARES

  • Please check this box if you wish to retain LESS THAN ALLof your Common Shares following the completion of the Arrangement, subject to the Automatic Squeeze-Out.

The undersigned hereby elects to retain _____ Common Share(s) and further agrees that all remaining

Common Shares held by the undersigned are not subject to a Retention Election and will be deemed to be sold to the Purchaser under the Arrangement. If the Arrangement becomes effective and the Automatic Squeeze- Out is not triggered, a new certificate(s) or DRS advice(s) shall be delivered to the undersigned, in accordance with the instructions provided by the undersigned in the Letter of Transmittal, representing such Retained Shares.

* * * * *

DATED as of the _____ day of ____________, 2022.

SHAREHOLDER SIGNATURE(S)

Signature of Shareholder or authorized representative

Name of Shareholder or authorized representative (please print or type)

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INSTRUCTIONS

1. Use and Delivery of Retention Election Form

If you are a registered holder of Common Shares and wish to retain all or a portion of your Common Shares, you must complete, sign and return this Retention Election Form to the Depositary at the office specified below prior to the Retention Election Deadline, unless otherwise agreed in writing by the Company and the Purchaser. Do notsend this Retention Election Form to the Company or the Purchaser. If you wish to retain only a portion of your Common Shares, this Retention Election Form must be accompanied by your duly executed Letter of Transmittal and your original share certificate(s), if applicable.

The method used to deliver this Retention Election Form is at the option and risk of the holder, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Company and the Purchaser recommend that the necessary documentation be hand delivered to the Depositary at any of its offices specified below, and that a receipt be obtained; otherwise the use of registered mail or courier with return receipt requested, properly insured, is recommended. Shareholders whose Common

Shares are registered in the name of an Intermediary must contact that Intermediary for assistance in making a Retention Election.

2. Signatures

This Retention Election Form must be filled in and signed by the holder of Common Shares described above or by such holder's duly authorized representative (in accordance with Instruction 4).

  1. If this Retention Election Form is signed by the registered owner(s) of the referenced certificate(s) or DRS advice(s), such signature(s) on this Retention Election Form must correspond with the names(s) as registered or as written on the face of such certificate(s) or DRS advice(s) without any change whatsoever. If such referenced certificate(s) are owned of record by two or more joint owners, all such owners must sign the Retention Election Form.
  2. If this Retention Election Form is signed by a person other than the registered owner(s) of the Common Shares:
    1. such certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and
    2. the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below.

3. Guarantee of Signatures

If this Retention Election Form is signed by a person other than the registered owner(s) of the Common Shares such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An "Eligible Institution" means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Retention Election Form is executed by a person on behalf of an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative capacity, this Retention Election Form must be accompanied by satisfactory evidence of the authority to act. Either the Company, the Purchaser or the Depositary, at its discretion, may require additional evidence of authority or additional documentation.

5. Privacy Notice

Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you-from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, contact details (such as residential address, correspondence address, email address), social insurance number, survey responses, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients' needs and for other lawful purposes relating to our services. Computershare may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Where we share your personal information with other companies to provide services to you, we ensure they have adequate safeguards to protect your personal information. We also ensure the protection of rights of data subjects under the General Data Protection Regulation, where applicable. We have prepared a Privacy Code to tell you more about our information practices, how your privacy is protected and how to contact our Chief Privacy Officer. It is available at our website, www.computershare.com, or by writing to us at 100 University Avenue, Toronto, Ontario, M5J 2Y1. Computershare will use the information you are providing in order to process your request and will treat your signature(s) as your consent to us so doing.

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The Depositary is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Hand, Mail or by Courier

100 University Avenue, 8th Floor, North Tower

Toronto, Ontario

M5J 2Y1

By Mail

P.O. Box 7021

31 Adelaide St E

Toronto, ON M5C 3H2

Attention: Corporate Actions

For Enquiries Only:

Toll Free within North America: 1-800-564-6253

International: 514-982-7555

Email: corporateactions@computershare.com

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Noront Resources Ltd. published this content on 16 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 February 2022 16:55:03 UTC.