Noront Resources : Letter of Transmittal

THE CIRCULAR AND THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. IF YOU HAVE ANY QUESTIONS OR REQUIRE MORE INFORMATION WITH REGARDS TO THE PROCEDURES FOR COMPLETING, EXECUTING AND RETURNING THIS LETTER OF TRANSMITTAL, 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.

SHAREHOLDERS WHOSE COMMON SHARES ARE REGISTERED IN THE NAME OF AN INTERMEDIARY (SUCH AS A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER INTERMEDIARY) SHOULD NOT USE THIS LETTER OF TRANSMITTAL BUT RATHER SHOULD CONTACT THAT INTERMEDIARY FOR INSTRUCTIONS AND ASSISTANCE IN DEPOSITING THOSE COMMON SHARES IN ACCORDANCE WITH THE TERMS OF THE ARRANGEMENT (AS DEFINED BELOW).

YOU MUST COMPLETE THIS LETTER OF TRANSMITTAL IF YOU WISH TO RECEIVE PAYMENT OF THE CASH CONSIDERATION.

LETTER OF TRANSMITTAL

FOR REGISTERED HOLDERS OF

COMMON SHARES OF NORONT RESOURCES LTD.

This Letter of Transmittal, properly completed and duly executed by a registered holder of common shares ("Common Shares") of Noront Resources Ltd. (the "Company"), together with all other documents reasonably required by the Depositary, must accompany certificate(s) or DRS advice(s), as applicable, for the Common Shares deposited in connection with the proposed arrangement (the "Arrangement") involving the Company, Wyloo Canada Holdings Pty Ltd. (the "Purchaser") and Wyloo Metals Pty Ltd. (the "Parent").

The terms and conditions of the Arrangement are incorporated by reference in this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular. A copy of the Arrangement Agreement in respect of the Arrangement and the Circular are also available on SEDAR (www.sedar.com)under the Company's issuer profile. All dollar amounts set forth in this Letter of Transmittal are in Canadian dollars.

The Company and the Purchaser will implement the Arrangement when all of the conditions to closing have been satisfied and/or waived. The Arrangement is subject to a number of closing conditions, some of which are beyond the Company's and/or the Purchaser's control and, as a result, there can be no assurance that the Arrangement will be completed, nor can the exact timing of the implementation of the Arrangement be predicted with certainty.

Information about this Letter of Transmittal

In order for this Letter of Transmittal to be properly completed, you are required to provide and complete the necessary information for each of the steps indicated below that are applicable to you, or to any Beneficial Shareholder on whose behalf you hold Common Shares. Shorecrest Group or your financial, legal, tax or other professional advisors can assist you in completing this Letter of Transmittal.

This Letter of Transmittal, once deposited with Computershare Investor Services Inc. (the "Depositary"), will be irrevocable and may not be withdrawn by you, unless: (a) a Retention Election Form is delivered to the Depositary prior to the Retention Election Deadline, outlining the number of Common Shares such Registered Shareholder wishes to retain and not deposit under this Letter of Transmittal; or (b) the Arrangement is not completed and the Arrangement Agreement is terminated in accordance with its terms.

This Letter of Transmittal is for use by Registered Shareholders of the Company only and is not to be used by Beneficial Shareholders. A significant number of Shareholders are Beneficial Shareholders because the Common Shares they beneficially own are not registered in their names but instead registered in the name of an Intermediary.

If you are a Beneficial Shareholder, you must contact your Intermediary if you have any questions on how to

receive the Consideration and should not complete this Letter of Transmittal unless specifically instructed to do so by your Intermediary.

REGISTERED 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 OF THEIR COMMON SHARES. FOR THAT REASON, IF YOU WISH TO RECEIVE THE CASH CONSIDERATION FOR ALL YOUR COMMON SHARES, YOU DO NOTNEED TO MAKE ANY ELECTION AND NEED ONLY SUBMIT THIS LETTER OF TRANSMITTAL TO RECEIVE THE CASH CONSIDERATION.

Please note that the delivery of this Letter of Transmittal, together with your share certificate(s) or DRS advice(s) and any other document reasonably required by the Depositary, does notconstitute a vote in favour of the Arrangement Resolution or any other matters to be considered at the Meeting. To exercise your right to vote at the Meeting, you must follow the instructions contained in the Circular and on the form of proxy or voting instruction form provided to you.

COMPLETION OF THE ARRANGEMENT IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS. NO PAYMENT OF ANY CONSIDERATION WILL BE MADE PRIOR TO THE EFFECTIVE DATE. REFERENCE SHOULD BE MADE TO THE CIRCULAR FOR MORE INFORMATION REGARDING EXPECTED TIMING FOR COMPLETION OF THE ARRANGEMENT.

SHAREHOLDERS SHOULD CAREFULLY CONSIDER THE INCOME TAX CONSEQUENCES OF SELLING COMMON SHARES UNDER THE ARRANGEMENT. SEE THE SECTION TITLED "CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" OF THE CIRCULAR.

PLEASE CAREFULLY READ THE INSTRUCTIONS SET FORTH BELOW BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

Information about the Arrangement

Consideration

Pursuant to the Arrangement, the Purchaser may acquire up to 100% of the issued and outstanding Common Shares that the Wyloo Parties do not already own. If the Arrangement becomes effective, each Tendered Share (as defined in the Circular) under the Arrangement will entitle the holder thereof to receive a cash consideration of $1.10 per Tendered Share (being the Consideration), as more particularly described in the Circular.

Retention Election

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 (the "Retained Shares") must make a retention election (a "Retention Election") by delivering the retention election form (printed on yellow paper) accompanying this Letter of Transmittal (the "Retention Election Form"), to the Depositary, in accordance with the instructions therein. Registered Shareholders wishing to make the Retention Election are requested to deliver the Retention Election Form prior to 5:00 p.m. (Toronto time) on the business day prior to the Meeting (the "Interim Retention Election Announcement Cut-OffTime"). The Company will announce the interim results of any Retention Elections received by the Interim Retention Election Announcement Cut-Off Time (the "Interim Retention Election Announcement"), in conjunction with the announcement of the voting results for the Meeting. Registered Shareholders will have until 5:00 p.m. (Toronto time) on the 10th calendar day following the date of the Interim Retention Election Announcement to submit a Retention Election (or to revoke or revise a previously submitted Retention Election).

Notwithstanding any Retention Elections made, the Arrangement provides that the Purchaser will acquire all of the Common Shares that it or the Wyloo Parties do not already own, including any Retained Shares, if, at the Retention Election Deadline, less than 20% of the outstanding Common Shares are subject to a Retention Election (the "Automatic Squeeze-Out"). If the Arrangement becomes effective and the Automatic Squeeze-Out is triggered, any Registered Shareholders who made a Retention Election will only be entitled to receive the Consideration under the Arrangement (and will not remain Shareholders following the completion of the Arrangement) and must tender their certificate(s) or DRS advice(s) representing all of their Common Shares in accordance with the deposit procedures described herein to receive the Consideration for each tendered Common Share.

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In connection with the Arrangement being considered for approval at the Meeting, upon the terms and subject to the conditions set forth in the Arrangement Agreement and as described in the Circular, the undersigned irrevocably delivers and surrenders to you the enclosed share certificate(s) or DRS advice(s) for Common Shares. The following are the details of the enclosed share certificate(s) or DRS advice(s):

• If Common Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered Shareholder.
• The total number of Common Shares evidenced by all certificate(s) or DRS advice(s) delivered will be deemed to have been tendered for sale to the Purchaser under the Arrangement exceptfor such certificate(s) or DRS advice(s) which evidence Common Shares that are subject to a Retention Election. In such event, provided that the Registered Shareholder has submitted a properly completed and executed Retention Election Form to the Depositary prior to the Retention Election Deadline and the Automatic Squeeze-Out is not triggered, then the number of Common Shares subject to the Retention Election evidenced by such certificate(s) or DRS advice(s) will not be deemed to have been tendered for sale to the Purchaser. If the Arrangement becomes effective and the Automatic Squeeze-Out is not triggered, a new certificate(s) or DRS advice(s) representing any Retained Shares shall be delivered by the Depositary to the undersigned, in accordance with the instructions provided in Box "A" or "B" below. If the Arrangement becomes effective and the Automatic Squeeze-Out is triggered, the undersigned will receive the Consideration for all Common Shares represented by the certificate(s) or DRS advice(s) delivered.

It is understood that, upon receipt of this Letter of Transmittal validly completed and duly signed, together with the enclosed certificate(s) or DRS advice(s), as applicable, relating to those Common Shares deposited herewith to be sold to the Purchaser under the Arrangement and any other documentation reasonably required by the Depositary, and following the Effective Date, the Depositary will send to the undersigned, in accordance with the delivery instructions provided in Box "A" or "B" below, the Consideration that the undersigned is entitled to receive under the Plan of Arrangement in accordance with the instructions set out below, and the Common Shares deposited under the Arrangement will forthwith be transferred to the Purchaser.

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IN CONNECTION WITH THE ARRANGEMENT AND FOR VALUE RECEIVED, upon the terms and subject to the conditions set forth in the Circular and in this Letter of Transmittal:

1. The undersigned hereby surrenders to the Purchaser, effective as of the time provided for in the Plan of Arrangement and in accordance with the Plan of Arrangement, all of the right, title and interest of the undersigned in and to the Common Shares deposited under the Arrangement, except those Common Shares in respect of which the undersigned has made a valid Retention Election prior to the Retention Election Deadline.
2. The undersigned acknowledges that in circumstances where the Automatic Squeeze-Out is triggered, notwithstanding any Retention Election made by the undersigned, all of the right, title and interest of the undersigned in and to the Common Shares held by the undersigned will be surrendered to the Purchaser.
3. The undersigned transmits herewith the certificate(s) and DRS advice(s) described above for cancellation as of the time provided for in the Plan of Arrangement and in accordance with the Plan of Arrangement and this Letter of Transmittal.
4. The undersigned acknowledges receipt of the Circular and represents and warrants that:
5. 1. the undersigned is, and will immediately prior to the Effective Time be, the registered holder of the Common Shares deposited under this Letter of Transmittal and owns all rights and benefits arising from such Common Shares;
   2. the undersigned has good and sufficient authority to deposit, sell and transfer such Common Shares;
   3. at the Effective Time, the Purchaser will acquire good title to the Common Shares deposited under this Letter of Transmittal free from all liens, charges, encumbrances, claims and equities and in accordance with the Plan of Arrangement;
   4. the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign and transfer the Common Shares deposited under this Letter of Transmittal;
   5. when the aggregate Consideration to which the undersigned is entitled pursuant to the Plan of Arrangement, less any applicable withholdings, is paid, none of the Company, the Purchaser, the Parent or any affiliate or successor of such persons will be subject to any adverse claim in respect of the Common Shares deposited under this Letter of Transmittal;
   6. all information inserted by the undersigned into this Letter of Transmittal is true, accurate and complete; and
   7. the undersigned will not, prior to the Effective Time, transfer or permit to be transferred any of the Common Shares deposited under this Letter of Transmittal.
6. The undersigned irrevocably constitutes and appoints any one officer of the Purchaser and any other person designated by the Purchaser in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Common Shares deposited under this Letter of Transmittal with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned:
7. 1. register or record the transfer of such Common Shares consisting of securities on the registers of the Company; and
   2. execute and negotiate any cheques or other instruments representing amounts payable to, or to the order of, the undersigned.
8. The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Common Shares deposited under this Letter of Transmittal, except with respect to any proxy granted for use
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at the Meeting or in any agreement entered into between the undersigned and the Purchaser. Other than in connection with the Meeting or in an agreement entered into between the undersigned and the Purchaser, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Common Shares deposited under this Letter of Transmittal by or on behalf of the undersigned, unless such Common Shares are not purchased and paid for in connection with the Arrangement.

1. The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Common Shares deposited under this Letter of Transmittal effectively to the Purchaser. The undersigned understands that by virtue of the execution of this Letter of Transmittal, the undersigned will be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Common Shares deposited pursuant to this Letter of Transmittal will be determined by the Company and the Purchaser in their sole discretion and that such determination shall be final and binding.
2. The authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall survive the death, legal incapacity, bankruptcy or insolvency of the undersigned and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
3. The undersigned instructs the Depositary, as soon as practicable after the Arrangement becoming effective, to mail the cheques representing payment of the aggregate Consideration payable for the Common Shares deposited under this Letter of Transmittal, less applicable withholdings, by first class mail, postage prepaid, or to hold such cheques for pick-up, in accordance with the instructions given below; except if the undersigned elects to receive the Consideration via wire transfer in which case the undersigned (a) acknowledges and agrees that the Depositary will not issue a cheque and will instead need to wire the funds to the undersigned, and the undersigned will need to fill out the information in Box F of this letter below in order to receive the aggregate Consideration payable for the deposited Common Shares and (b) instructs the Depositary to wire the funds to the undersigned in accordance with the foregoing and the information contained in Box F of this letter below. Should the Arrangement not proceed for any reason, the deposited certificate(s) and other relevant documents will be returned in accordance with the instructions in the preceding sentence. Under no circumstances will interest accrue or be paid to the undersigned on the payment of the aggregate Consideration in respect of the Common Shares deposited under this Letter of Transmittal, regardless of any delay in making such payment for such Common Shares. The Depositary will act as the mandatary, nominee and agent of persons who have deposited their Common Shares for sale pursuant to the Plan of Arrangement for the purpose of receiving and transmitting the aggregate Consideration to such persons, and receipt of the aggregate Consideration by the Depositary will be deemed to constitute receipt of payment by persons tendering Common Shares for sale.
4. The undersigned acknowledges and agrees that the method of delivery of the certificate(s) representing the Common Shares and all other required documents is at the election and risk of the undersigned. The undersigned acknowledges that there shall be no duty or obligation on the Company, the Purchaser, the Depositary or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice.

Shareholders whose Common Shares are registered in the name of an Intermediary (such as a broker, investment dealer, bank, trust company or other Intermediary) should NOT use this Letter of Transmittal but rather should contact that Intermediary for instructions and assistance in depositing those Common Shares.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une lettre d'envoi et formulaire d'élection en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par l'arrangement et son acceptation par cette lettre d'envoi et formulaire d'élection, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

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