Noront Resources : Wyloo and Noront Amending Agreement

AMENDMENT NO.1 TO THE ARRANGEMENT AGREEMENT

THIS AGREEMENT made as of the 3rd day of February, 2022.

A M O N G:

WYLOO METALS PTY LTD, a corporation existing under the laws of Australia, with its registered and records office in Perth, Australia (the "Parent")

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WYLOO CANADA HOLDINGS PTY LTD, a corporation existing under the laws of British Columbia, with its registered and records office in Vancouver, British Columbia (the "Purchaser")

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NORONT RESOURCES LTD., a corporation existing under the laws of Ontario, with its registered and records office in Toronto, Ontario (the "Company")

WHEREAS the board of directors of the Company, the Parent and the Purchaser have approved and agreed to effect, subject to certain conditions, including obtaining approval of the Company's shareholders, a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) on the terms and conditions set out in the arrangement agreement dated December 22, 2021 (the "Arrangement Agreement") and the plan of arrangement (the "Plan of Arrangement") annexed thereto as Schedule A;

AND WHEREAS the parties hereto, as parties to the Arrangement Agreement, have agreed to amend the Arrangement Agreement on the terms and conditions hereinafter set forth;

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements contained in this Amendment Agreement and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), it is agreed that:

1. Amendments to Arrangement Agreement

The Arrangement Agreement is hereby amended as follows:

1. by deleting the definition of "Cash Election" in Section 1.1 in its entirety and replacing it with the following in Section 1.1 and anywhere else in the Arrangement Agreement where such definition occurs:
   "Retention Election" means (a) for a registered shareholder of the Company, the delivery of a Retention Election Form by the Retention Election Deadline, and (b) for a beneficial shareholder of the Company, an electronic election made in the CDSX system by the Retention Election Deadline, provided, however, that the Purchaser, the Parent, their respective

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affiliates and any person acting jointly or in concert with any of the foregoing, shall not be entitled to make a Retention Election

1. by deleting the definition of "Letter of Transmittal and Election Form" in Section 1.1 in its entirety and replacing it with the following in Section 1.1 and anywhere else in the Arrangement Agreement where such definition occurs:
2. 
   "Letter of Transmittal" means the letter of transmittal to be sent to the registered shareholders of the Company for use in connection with the Arrangement;
3. by adding the following definitions to Section 1.1:
4. 
   "Interim Retention Election Announcement" means the dissemination by the Company of a news release announcing the interim result of any Retention Elections received prior to the Interim Retention Election Announcement Cut-Off Time;
   "Interim Retention Election Announcement Cut-OffTime" means 5:00 p.m. (Toronto time) on the Business Day prior to the Shareholder Meeting;
   "Retention Election Deadline" means 5:00 p.m. (Toronto time) on the 10th day following the Interim Retention Election Announcement;
   "Retention Election Form" means the retention election form through which the registered shareholders of the Company can make a Retention Election and specify the number of Company Shares they wish to retain under the Arrangement;
5. by deleting the reference to "February 15, 2022" in the first paragraph of Section 2.2 and replacing it with "February 28, 2022" with the result that the first paragraph of Section 2.2 shall read as follows:
6. • As soon as reasonably practicable following the execution of this Agreement, but in any event no later than February 28, 2022, the Company shall apply to the Court in a manner acceptable to the Purchaser, acting reasonably, pursuant to Section 182 of the OBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: "
7. by deleting Section 2.2(m) in its entirety and replacing it with the following:
8. • that the deadline to make the Retention Election shall be the Retention Election Deadline, subject to waiver by the Company in accordance with the terms of this Agreement; and "

2. Amended Form of Plan of Arrangement

Schedule A to the Arrangement Agreement shall be deleted in its entirety and replaced with the revised form of the Plan of Arrangement attached hereto as Exhibit A.

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3. Agreement Regarding Retention Elections

For the avoidance of doubt, the Purchaser, the Parent, their respective affiliates and any person acting jointly or in concert with any of the foregoing, shall not be entitled to make a Retention Election.

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IN WITNESS WHEREOF the parties hereto have executed this Amendment Agreement as of the date first written above.

WYLOO CANADA HOLDINGS PTY LTD

Per: (signed) "John Hartman"

Name: John Hartman

Title: Director

WYLOO METALS PTY LTD

Per: (signed) "John Hartman"

Name: John Hartman

Title: Director

Per: (signed) "Suzanne Montandon"

Name: Suzanne Montandon

Title: Company Secretary

NORONT RESOURCES LTD

Per: (signed)"Paul Parisotto"

Name: Paul Parisotto

Title: Chairman, Director

EXHIBIT A

AMENDED FORM OF PLAN OF ARRANGEMENT

See attached.