Noront Resources : Notice of Change – Directors’ Circular – English

This document is important and requires your immediate attention. If you are in doubt as to how to respond to the Offer described in this Notice of Change, you should consult with your investment dealer, stockbroker, bank manager, lawyer or other professional advisor. If you have questions or require further assistance, you can contact the Depositary and Information Agent, Kingsdale Advisors, at 130 King St. W., Suite #2950, Toronto, Ontario M5X 1K6, North America Toll-Free: 1-866-581-0512.Outside North America: [phone]. E-mail:[e-mail].

SECOND NOTICE OF CHANGE TO DIRECTORS' CIRCULAR

RECOMMENDING

ACCEPTANCE

OF THE OFFER BY

BHP WESTERN MINING RESOURCES INTERNATIONAL PTY LTD

a wholly-owned subsidiary of

BHP LONSDALE INVESTMENTS PTY LTD

TO PURCHASE ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES OF

NORONT RESOURCES LTD.

FOR $0.75 IN CASH PER COMMON SHARE

RECOMMENDATION TO SHAREHOLDERS

The members of the Board of Directors of Noront Resources Ltd. who voted on the matter UNANIMOUSLY DETERMINEDthat the Offer is in the best interests of Noront and the Shareholders and, accordingly, UNANIMOUSLY RECOMMENDthat Shareholders ACCEPTthe Offer and DEPOSITtheir Common Shares.

Shareholders should ACCEPT

the Offer before

7:00 p.m. (Toronto Time) on January 14, 2021 by contacting their broker or

the Depositary and Information Agent, Kingsdale Advisors, at

1-866-581-0512 (North American Toll-Free)

[phone] (outside North America) or by email [e-mail] December 7, 2021

ACCEPT THE OFFER

DEPOSIT YOUR COMMON SHARES NOW

You can deposit your Common Shares by contacting your broker or the Depositary and Information Agent, Kingsdale Advisors, at 130 King St.

W., Suite #2950, Toronto, Ontario M5X 1K6, E-mail: [e-mail].

TABLE OF CONTENTS
	Page
GENERAL INFORMATION......................................................................................................................................	1
FORWARD-LOOKING INFORMATION.................................................................................................................	1
NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA ...........................................................................	2
INFORMATION CONCERNING THE OFFEROR AND BHP LONSDALE ..........................................................	2
NOTICE OF CHANGE TO DIRECTORS' CIRCULAR............................................................................................	3
EXTENSION OF OUTSIDE DATE ...........................................................................................................................	3
RECENT DEVELOPMENTS .....................................................................................................................................	3
RECOMMENDATION OF THE SPECIAL COMMITTEE TO THE BOARD.........................................................	3
RECOMMENDATION OF THE BOARD .................................................................................................................	4
ARRANGEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND OFFICERS ..............................	4
ARRANGEMENTS BETWEEN THE OFFEROR AND SECURITY HOLDERS OF THE COMPANY................	4
NO MATERIAL CHANGES IN THE AFFAIRS OF THE COMPANY ...................................................................	4
OTHER MATERIAL INFORMATION .....................................................................................................................	4
STATUTORY RIGHTS ..............................................................................................................................................	4
APPROVAL OF NOTICE OF CHANGE...................................................................................................................	4
CERTIFICATE OF THE COMPANY....................................................................................................................	C-1

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GENERAL INFORMATION

Information in this second notice of change (this "Notice of Change") is given as at December 7, 2021 unless otherwise indicated.

Capitalized Terms

Unless the context indicates otherwise, capitalized terms used in this Notice of Change that are not otherwise defined have the respective meanings given to such terms in the directors' circular dated August 6, 2021 as amended by the First Notice of Change (as defined below) (the "Directors' Circular") of Noront Resources Ltd. ("Noront" or the "Company") filed on SEDAR (www.sedar.com) under Noront's issuer profile.

Unless the context indicates otherwise, all references to the "Offer" in this Notice of Change mean the Offer (as defined below) as amended by the Notices of Variation (as defined below).

Notice Regarding Information

Certain information in this Notice of Change has been taken from, or is based on, documents that are expressly referred to in this Notice of Change. All summaries of and references to documents that are specified in this Notice of Change as having been filed, or that are contained in documents specified as having been filed, on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval ("SEDAR") are qualified in their entirety by reference to the complete text of these documents as filed or as contained in documents filed on SEDAR (www.sedar.com) under Noront's issuer profile. Shareholders are urged to read carefully the full text of these documents.

Information contained in this Notice of Change concerning the Offeror is based solely upon, and the board of directors of the Company (the "Board") has relied without independent verification solely upon, information contained in the Notices of Variation, the Offer Documents provided to the Company by the Offeror, or that is otherwise publicly available. While the Board has no reason to believe that such information is inaccurate or incomplete, neither the Company nor the Board assumes any responsibility for the accuracy or completeness of such information. You are urged to read the Offer Documents carefully and in its entirety. The Offer Documents and the Notices of Variation are available on SEDAR (www.sedar.com) under Noront's issuer profile.

Currency

Unless otherwise indicated, all dollar amounts in this Notice of Change are expressed in Canadian dollars.

FORWARD-LOOKING INFORMATION

This Notice of Change contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-lookingstatements"). Forward-looking statements include all disclosure regarding possible events, conditions, results of operations, or the Offer that is based on assumptions about future economic conditions and courses of action. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements are based on the Company's current plans, estimates, projections, beliefs and opinions, and the Company does not undertake any obligation to update forward-looking statements should assumptions related to those plans, estimates, projections, beliefs and opinions change, except as required by Law. When used in this Notice of Change, words such as "plans", "expects", "intends", "anticipates", "will", "believes", "could", "may" or variations of such words and phrases often, but not always, identify forward-looking statements.

This information is subject to important risks and uncertainties, which are difficult to predict, and assumptions, which may prove to be inaccurate. The most significant risk factors that have been identified which could cause actual events to differ materially from current expectations include, but are not limited to, failure to satisfy the conditions to the Offer, including as a result of the failure to obtain the necessary regulatory approvals or to otherwise satisfy the conditions of completing the Offer as described in the Offer Documents and the Notices of Variation, failure to

ACCEPT THE OFFER

DEPOSIT YOUR COMMON SHARES NOW

You can deposit your Common Shares by contacting your broker or the Depositary and Information Agent, Kingsdale Advisors, at 130 King St.

W., Suite #2950, Toronto, Ontario M5X 1K6, E-mail: [e-mail].

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successfully implement the transaction in the time period anticipated, actions taken by Shareholders in respect of the Offer, the termination of the Support Agreement, as amended, in accordance with the provisions thereof, and the decision or ability of the Offeror to complete a Compulsory Acquisition or Subsequent Acquisition Transaction. Some of these risk factors are largely beyond the control of the Company. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the Company's forward- looking statements. Other unknown and unpredictable factors could also impact its results. This information assumes that the Offer will occur on the terms and conditions contemplated in the Support Agreement, as amended. The Offer could be modified, restructured or terminated.

Should any risk factor affect the Company in an unexpected manner, or should assumptions underlying the forward- looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Unless otherwise indicated, forward-looking information does not take into account the effect that transactions announced or occurring after this information is provided may have on the business of the Company. All of the forward-looking information reflected in this document and the documents referred to within it are qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences for the Shareholders or the Company (including the completion of the transactions on the terms and conditions contemplated in the Support Agreement, as amended, the Offer Documents and the Notices of Variation, or at all).

Except as may be required by applicable Securities Laws, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information, even if new information becomes available, as a result of future events or for any other reason. Readers should not place undue reliance on any forward-looking information.

For additional information on assumptions used to develop forward-looking information and risk factors that could cause actual results to differ materially from forward-looking information, please refer to the "Risk Factors" section of the Company's most recent annual information form dated April 15, 2019 for the year ended December 31, 2018 and the "Risk and Uncertainties" section of the Company's management discussion & analysis for the period ended June 30, 2021, which are available on SEDAR (www.sedar.com) under Noront's issuer profile.

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA

This Notice of Change has been prepared by the Company in accordance with disclosure requirements under applicable Canadian law. Non-resident Shareholders should be aware that these requirements may be different from those of the United States or other jurisdictions. The enforcement by investors of civil liabilities under securities laws of jurisdictions outside Canada may be adversely affected by the fact that the Company is organized under the laws of Canada, that some of its officers and directors are residents of Canada and that some or all of the experts named in this Notice of Change are residents of Canada. Shareholders in the United States may not be able to sue the Company or its officers or directors in a foreign court for violation of United States 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 judgment obtained from a court of the United States.

INFORMATION CONCERNING THE OFFEROR AND BHP LONSDALE

The information concerning Offeror and BHP Lonsdale contained in this Notice of Change has been taken from, or based upon, the Offer Documents and the Notices of Variation. Although the Company does not have any knowledge that would indicate that any statements contained herein relating to the Offeror are inaccurate or incomplete, neither the Company nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to the Offeror taken from or based upon the Offer Documents and the Notices of Variation, or for any failure by the Offeror to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.

ACCEPT THE OFFER

DEPOSIT YOUR COMMON SHARES NOW

You can deposit your Common Shares by contacting your broker or the Depositary and Information Agent, Kingsdale Advisors, at

130 King St. W., Suite #2950, Toronto, Ontario M5X 1K6, E-mail: [e-mail].

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NOTICE OF CHANGE TO DIRECTORS' CIRCULAR

This Notice of Change amends and supplements the Directors' Circular and the first notice of change to the Directors' Circular dated October 25, 2021 (the "First Notice of Change"), each issued by the Board in response to the offer by the Offeror to purchase all of the issued and outstanding Common Shares, other than Common Shares owned by the Offeror or any of its affiliates, at a price of $0.75 in cash per Common Share (the "Offer"), upon the terms and conditions set forth in the Offer Documents, as amended and supplemented by the first notice of variation dated October 21, 2021, the second notice of variation and extension dated November 4, 2021, the third notice of variation and extension dated November 11, 2021, the fourth notice of variation and extension dated November 25, 2021 and the fifth notice of variation, extension and change (the "Fifth Notice of Variation") dated December 6, 2021 (collectively, the "Notices of Variation").

EXTENSION OF OUTSIDE DATE

On December 2, 2021, the Company, the Offeror and BHP Lonsdale entered into a second amending agreement to the Support Agreement (the "Second Amending Agreement") to extend the "Outside Date" (as defined in the Support Agreement, as amended) from December 14, 2021 to January 21, 2022, and the Offeror has mailed and filed the Fifth Notice of Variation to so amend the Offer.

Accordingly, the definition of "Outside Date" in Appendix "A" of the Directors' Circular is hereby amended such that it shall have the following revised meaning:

"Outside Date" means January 21, 2022, provided that if the Effective Time has not occurred by such date as a result of the failure to satisfy any of the conditions set forth in Sections (c), (d) or (e) of Schedule A of the Support Agreement, then either Party may elect by notice in writing delivered to the other Party by no later than 4:30 p.m. (Toronto time) on a date that is five Business Days prior to such date, to extend the Outside Date on up to two occasions by a period of 30 days (for a maximum aggregate extension of 60 days), provided that, notwithstanding the foregoing, a Party shall not be permitted to extend the Outside Date if the failure to satisfy any such condition is primarily the result of the breach by such Party of its representations and warranties set forth in the Support Agreement or such Party's failure to comply with its covenants herein.

In connection with the Offer and the Second Amending Agreement, the Offeror has filed the Fifth Notice of Variation and mailed it to all registered Shareholders. The Offer will be open for acceptance until 7:00 p.m. (Toronto Time) on January 14, 2021 (the "Expiry Time"), unless the Offer is accelerated, extended or withdrawn by the Offeror.

RECENT DEVELOPMENTS

On December 3, 2021, the Company, BHP Lonsdale and the Offeror issued a joint press release announcing the execution of the Second Amending Agreement and thereby extended the Outside Date to January 21, 2022. In addition, the joint press release noted that BHP Lonsdale was progressing discussions with Wyloo Metals regarding the potential support of Wyloo Metals for the Offer, and to allow more time for such discussions to progress, the Offeror was extending the expiry of its offer from 7:00 p.m. (Toronto Time) on December 14, 2021 to 7:00 p.m. (Toronto Time) on January 14, 2022.

RECOMMENDATION OF THE SPECIAL COMMITTEE TO THE BOARD

After careful consideration, including a review of the Notices of Variation and the Offer Documents, as well as a thorough review of other matters, including the matters discussed below, and consultation with its financial and legal advisors, the Special Committee has unanimously concluded that the Board should continue to recommend that Shareholders accept and deposit their Common Shares under the Offer.

ACCEPT THE OFFER

DEPOSIT YOUR COMMON SHARES NOW

You can deposit your Common Shares by contacting your broker or the Depositary and Information Agent, Kingsdale Advisors, at

130 King St. W., Suite #2950, Toronto, Ontario M5X 1K6, E-mail: [e-mail].