Noront Resources : BHP Fifth Notice of Variation and Extension – English

This document is important and requires your immediate attention. It should be read in conjunction with the Existing Offer to Purchase and Circular (as defined herein). If you are in doubt as to how to deal with it, you should consult your investment advisor, stockbroker, bank manager, trust company manager, accountant, lawyer or other professional advisor.

If you have any questions, please contact Kingsdale Advisors, the Depositary and Information Agent in connection to the Offer, by telephone at 1-866-581-0512 (North American Toll-Free) or [phone] (outside North America) or by e-mail at [e-mail]. To keep current with further developments and information about the Offer, and obtain documents pertaining to the Offer, visit https://www.noronttender.ca/.

Neither this document nor the Existing Offer to Purchase and Circular has been approved or disapproved by any securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document or the Existing Offer to Purchase and Circular. Any representation to the contrary is an offence.

This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the Laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Shareholders in any such jurisdiction.

December 6, 2021

FIFTH NOTICE OF VARIATION, EXTENSION AND CHANGE

by

BHP WESTERN MINING RESOURCES INTERNATIONAL PTY LTD

A wholly-owned subsidiary of

BHP LONSDALE INVESTMENTS PTY LTD

of the terms of its

OFFER TO PURCHASE FOR CASH

all of the issued and outstanding Common Shares of

NORONT RESOURCES LTD.

other than Common Shares owned by the Offeror or any of its affiliates

at the price of $0.75 in cash per Common Share

BHP Western Mining Resources International Pty Ltd (the "Offeror", or "we" or "us"), a wholly-owned subsidiary of BHP Lonsdale Investments Pty Ltd ("BHP Lonsdale"), has prepared this Fifth Notice of Variation, Extension and Change (this "Fifth Notice of Variation, Extension and Change") to give notice of: (a) the extension of the period for acceptance of its offer dated July 27, 2021 (the "Original Offer"), as previously amended and supplemented by the notice of variation dated October 21, 2021 (the "First Notice of Variation"), the second notice of variation and extension dated November 4, 2021 (the "Second Notice of Variation and Extension"), the third notice of variation and extension dated November 11, 2021 (the "Third Notice of Variation and Extension") the fourth notice of variation and extension dated November 25, 2021 (the "Fourth Notice of Variation and Extension", and together with the Original Offer, the First Notice of Variation, the Second Notice of Variation and Extension and the Third

Notice of Variation and Extension, the "Existing Offer"), to purchase, on the terms and subject to the conditions of the Existing Offer, all of the issued and outstanding Common Shares of Noront Resources Ltd. ("Noront") (other than Common Shares owned by the Offeror or any of its affiliates), and any Common Shares that may become issued and outstanding after the date of the Original Offer but prior to the Expiry Time (as defined herein) upon the exercise, exchange or conversion of (i) Options under the Option Plan, (ii) Share Awards under the Share Awards Plan,

1. Warrants, or (iv) any other Convertible Securities, at a price of $0.75 in cash per Common Share (the "Offer Price"); and (b) the second amendment to the Support Agreement among the Offeror, BHP Lonsdale and Noront dated July 26, 2021 and amended on October 19, 2021 relating to Noront's support of the Offer.

The Offer has been extended and is now open for acceptance until 7:00 p.m. (Toronto time) on January 14, 2022 (the "Expiry Time"), unless the Offer is further extended or withdrawn by the Offeror in accordance with its terms.

The Existing Offer, as extended hereby, is referred to herein as the "Offer", unless the context otherwise requires.

THE OFFER HAS BEEN EXTENDED AND IS NOW 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.

IF YOU HAVE NOT ACCEPTED THE OFFER AND WISH TO DO SO, YOU MUST DEPOSIT YOUR COMMON SHARES AS SET OUT IN THIS FIFTH NOTICE OF VARIATION, EXTENSION AND CHANGE.

On December 2, 2021, the Offeror, BHP Lonsdale and Noront entered into a second amending agreement (the "Second Amending Agreement") to the Support Agreement to extend the "Outside Date" (as defined in the Support Agreement) from December 14, 2021 to January 21, 2022.

This Fifth Notice of Variation, Extension and Change varies and supplements and should be read in conjunction with:

1. the Original Offer and the accompanying take-over bid circular dated July 27, 2021 (the "Circular" and, together with the Original Offer the "Offer to Purchase and Circular", and as modified by the First Notice of Variation, the Second Notice of Variation and Extension, the Third Notice of Variation and Extension and the Fourth Notice of Variation and Extension, the "Existing Offer to Purchase and Circular"); (ii) the Letter of Transmittal; (iii) the Notice of Guaranteed Delivery that, together with the Letter of Transmittal, accompanied the Offer to Purchase and Circular; (iv) the First Notice of Variation; (v) the Second Notice of Variation and Extension; (vi) the Third Notice of Variation and Extension; and (vii) the Fourth Notice of Variation and Extension (collectively, the "Existing Offer Documents"). To the extent specifically set out in this document, the Existing Offer Documents are deemed to be amended as of the date hereof to give effect to the amendments to the Existing Offer described in this Fifth Notice of Variation, Extension and Change, and as of the date hereof, the term "Offer Documents" shall also include this Fifth Notice of Variation, Extension and Change. Unless the context requires otherwise, terms defined in the Exiting Offer to Purchase and Circular and used but not defined herein have the respective meanings given to them in the Existing Offer to Purchase and Circular.

Shareholders who have validly deposited and not withdrawn their Common Shares are not required to take any further action to accept the Offer. Shareholders who have not yet validly deposited their Common Shares and who wish to accept the Offer must properly complete and execute the Letter of Transmittal (printed on YELLOW paper) that accompanied the Offer to Purchase and Circular and deposit it, at or prior to the Expiry Time, together with certificate(s) (if any) representing their Common Shares and all other required documents, with the Depositary at its office in Toronto, Ontario at the address indicated in the Letter of Transmittal, in accordance with the instructions in the Letter of Transmittal. Alternatively, Shareholders may accept the Offer by (i) following the procedures for book- entry transfer of Common Shares set out in Section 3 of the Original Offer , "Manner of Acceptance - Acceptance by Book-EntryTransfer", or (ii) following the procedure for guaranteed delivery set out in Section 3 of the Original Offer, "Manner of Acceptance - Procedure for Guaranteed Delivery", using the Notice of Guaranteed Delivery (printed on PINK paper) that accompanied the Offer to Purchase and Circular (or a manually executed facsimile thereof).

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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.

Questions and requests for assistance may be directed to Kingsdale Advisors, the Depositary and Information Agent, whose contact details are provided on the back cover of this document. Additional copies of this document, the Offer to Purchase and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from the Depositary and Information Agent and are accessible on Noront's SEDAR profile at www.sedar.com. All website addresses contained herein, including www.sedar.com, are provided for informational purposes only and no information contained on, or accessible from, any such website is incorporated by reference herein.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this document, and, if given or made, such information or representation must not be relied upon as having been authorized by the Offeror or BHP Lonsdale.

All cash payments by the Offeror for Common Shares taken up and paid for under the Offer will be made in Canadian dollars.

Shareholders will not be required to pay any fee or commission if they accept the Offer by validly depositing their Common Shares directly with the Depositary. Shareholders should consult their investment advisor, stockbroker or other nominee to determine whether other charges will apply.

Information contained in this Fifth Notice of Variation, Extension and Change concerning the Offeror and BHP Lonsdale is given as of December 6, 2021, unless otherwise specifically stated.

The effective date of this Fifth Notice of Variation, Extension and Change is December 6, 2021.

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The Depositary and Information Agent for the Offer is:

Kingsdale Advisors	North America Toll-Free:1-866-581-0512
The Exchange Tower	Outside North America: [phone]
130 King St. W., Suite #2950	E-mail:[e-mail]

Toronto, Ontario M5X 1K6

If you have any questions regarding the Offer, please contact Kingsdale Advisors or scan the QR code below.

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NOTICE TO SHAREHOLDERS OUTSIDE OF CANADA

The Offer is being made for the securities of a Canadian company and, while the Offer is subject to disclosure requirements under applicable Canadian Laws, investors should be aware that these requirements are different from those of the United States or other jurisdictions.

None of the Existing Offer Documents nor this Fifth Notice of Variation, Extension and Change constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders residing in any jurisdiction in which the making or the acceptance of the Offer would not be in compliance with the Laws of such jurisdiction. However, the Offeror may, in the Offeror's sole discretion, take such action as the Offeror may deem necessary to make the Offer in any jurisdiction and extend the Offer to Shareholders in any such jurisdiction.

Shareholders should be aware that the acceptance of, and receipt of cash pursuant to, the Offer may have tax consequences in Canada, the United States and other jurisdictions. Such consequences may not be fully described herein and such holders are urged to consult their own tax advisors. See Section 17 of the Circular, "Certain Canadian Federal Income Tax Considerations".

Shareholders should be aware that the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of Common Shares during the period of the Offer otherwise than through the Offer, such as in open market purchases, as permitted by applicable Laws in Canada. See "Notice to Shareholders in the United States".

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

Shareholders in the United States are advised that the Common Shares are not listed on a United States securities exchange and that Noront is not subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934 (the "Exchange Act"), and is not required to, and does not, file any reports with the United States Securities and Exchange Commission (the "SEC") thereunder.

It may be difficult for Shareholders in the United States to enforce their rights and any claim they may have arising under United States federal securities Laws since each of BHP Lonsdale and the Offeror exists under the laws of Australia, Noront is continued under the Laws of the Province of Ontario, all of the officers and directors of BHP Lonsdale, the Offeror and Noront reside outside the United States and all or a substantial portion of the assets of BHP Lonsdale, the Offeror and Noront and the other above-mentioned persons are located outside the United States. Shareholders in the United States may not be able to sue BHP Lonsdale, the Offeror or Noront or their respective officers or directors in a non-U.S. court for violation of United States federal securities Laws. It may be difficult to compel such parties to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court of the United States.

The Offer is made in the United States pursuant to a "Tier II" exemption under Section 14(e) and Regulation 14E of the Exchange Act, and otherwise in accordance with the requirements of applicable Canadian securities Laws. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

To the extent permissible under applicable Law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Common Shares or any securities that are convertible into, exchangeable for or exercisable for such Common Shares. To the extent information about

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