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Noront Responds to Wyloo's Non-binding Indication of Interest

Aug 31, 2021

Noront Responds to Wyloo's Non-binding Indication of Interest

Noront Resources Ltd. acknowledged receipt on August 30, 2021 of a non-binding letter from Wyloo Metals. The letter describes Wyloo's interest in potentially acquiring all of the common shares of Noront that Wyloo does not currently own, subject to a number of conditions, including due diligence, and negotiating and executing a definitive arrangement agreement.

Responding to the Wyloo Proposal

Noront is party to a July 27, 2021 support agreement with BHP Western Mining Resources International Pty Ltd ("BHP") and its parent, BHP Lonsdale Investments Pty Ltd (the "Support Agreement"), under which Noront agreed to support an offer by BHP to acquire all of the outstanding common shares of Noront that BHP does not already own (the "BHP Offer"). As is customary, the Support Agreement defines the circumstances in which Noront is permitted to engage with, and provide confidential information to, another party that makes a proposal to acquire the common shares of Noront.

At this point, Wyloo's publicly-announced interest in Noront is not an offer, rather it is a non-binding proposal to the Noront Board of Directors that is conditional on completion of due diligence by Wyloo and negotiation and execution of a definitive arrangement agreement. Wyloo has not entered into any binding agreement with Noront in respect of a proposed transaction, nor has it made a formal offer to the Company’s shareholders, and there can be no assurance that a transaction will crystalize from the Wyloo proposal.

Pursuant to the Support Agreement, Noront is permitted to engage with, and provide confidential information to, Wyloo only if Wyloo executes a confidentiality agreement with Noront on terms no less favourable to Noront than the terms contained in Noront's confidentiality agreement with BHP. As previously noted, prior to entering into the Support Agreement Wyloo was given the same opportunity to conduct due diligence but refused to sign a standard confidentiality agreement, typical for transactions of this nature. The confidentiality agreement was consistent with the agreement executed by BHP.

BHP has agreed to waive the requirement under the Support Agreement that a confidentiality agreement with Wyloo include a standstill so that the Company can provide confidential information to Wyloo on a no-standstill basis. Noront appreciates BHP agreeing to waive its strict contractual rights in the interests of the shareholders of Noront.

Noront CEO, Alan Coutts, commented: "With BHP's consent, Noront intends to provide Wyloo with a confidentiality agreement in the same form as Noront's confidentiality agreement with BHP, but without the customary standstill provision. This will allow Wyloo to complete the due diligence that Wyloo claims is required, and to decide whether or not to make a binding offer to acquire the common shares of Noront that Wyloo does not already own."

Noront reminds shareholders that Wyloo has never made a binding offer to acquire the common shares of Noront, and that no such offer may ever be made by Wyloo. The only binding offer available to shareholders is BHP's offer of C$0.55 cash per Noront share, which the Board of Directors of Noront continues to support.

The Board of Directors of Noront affirms its support of the BHP Offer and continues to recommend shareholders accept the BHP Offer. The Board of Directors of Noront, acting on the recommendation of the Special Committee, and after evaluating the BHP Offer in consultation with Noront’s legal and financial advisors, has determined that the BHP Offer is fair, from a financial point of view, to Noront shareholders and in the best interests of Noront and its shareholders.

Wyloo’s support of the transaction is not required in order for the BHP Offer to be successful. The minimum tender condition for the BHP Offer is that more than 50% of the shares not owned by BHP be tendered to the BHP Offer, and this condition can be satisfied regardless of whether Wyloo tenders its Noront shares. Shareholders wishing to receive the C$0.55 per Noront share in cash offered by BHP can and should tender to the BHP Offer.

Noront Resources Ltd. is focused on the development of its high-grade Eagle’s Nest nickel, copper, platinum and palladium deposit and the world class chromite deposits including Blackbird, Black Thor, and Big Daddy, all of which are located in the James Bay Lowlands of Ontario in an emerging metals camp known as the Ring of Fire. www.norontresources.com



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