HIGH-GRADE NI-CU-PT-PD-ZN-CR-AU-V-TI DISCOVERIES IN THE "RING OF FIRE"

NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)

Free
Message: sold to ......

Noront......

SUPERIOR COURT (Commercial Division) C A N A D A PROVINCE OF QUÉBEC DISTRICT OF MONTRÉAL N o : 500-11-048114-157 DATE: April ___, 2015 PRESIDING: THE HONOURABLE STEPHEN W. HAMILTON J.S.C. IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED: BLOOM LAKE GENERAL PARTNER LIMITED QUINTO MINING CORPORATION 8568391 CANADA LIMITED CLIFFS QUEBEC IRON MINING ULC Petitioners -andTHE BLOOM LAKE IRON ORE MINE LIMITED PARTNERSHIP BLOOM LAKE RAILWAY COMPANY LIMITED Mises-en-cause -and- 9201955 CANADA INC. Mise-en-cause -andTHE REGISTRAR OF THE REGISTER OF PERSONAL AND MOVABLE REAL RIGHTS Mise-en-cause - 2 - -andFTI CONSULTING CANADA INC. Monitor APPROVAL AND VESTING ORDER [1] ON READING the Petitioners’ Amended Motion for the Issuance of an Approval and Vesting Order (the “Motion”), the affidavit and the exhibits in support thereof, as well as the <*> Report of the Monitor dated April <*>, 2015(the “Report”); [2] SEEING the service of the Motion; [3] SEEING the submissions of the Petitioners’ and the Monitor’s attorneys and the submissions of <*>; [4] SEEING that it is appropriate to issue an order approving the transaction (the “Transaction”) contemplated by the Share Purchase Agreement dated as of March 22, 2015, as amended and restated as of April 17, 2015 (the “Share Purchase Agreement”) by and among Petitioner Cliffs Québec Iron Mining ULC (“CQIM”), Cliffs Greene B.V., Cliffs Netherlands B.V. and the Additional Sellers, as vendors, Noront Resources Ltd., as parent, and 9201955 Canada Inc., as purchaser (the “Purchaser”), a redacted copy of which was filed as Exhibit R-11 to the Motion, and vesting in the Purchaser all of CQIM’s right, title and interest in and to all of the Amalco Shares. FOR THESE REASONS, THE COURT HEREBY: [5] GRANTS the Motion. [6] ORDERS that all capitalized terms in this Order shall have the meaning given to them in the Share Purchase Agreement unless otherwise indicated herein. SERVICE [7] ORDERS that any prior delay for the presentation of this Motion is hereby abridged and validated so that this Motion is properly returnable today and hereby dispenses with further service thereof. [8] PERMITS service of this Order at any time and place and by any means whatsoever. SALE APPROVAL [9] ORDERS AND DECLARES that the Transaction is hereby approved, and the execution of the Share Purchase Agreement by CQIM is hereby authorized and approved, nunc pro tunc, with such non-material alterations, changes, amendments, deletions or additions thereto as may be agreed to but only with the consent of the Monitor. - 3 - [10] AUTHORIZES AND DIRECTS the Monitor to hold the Deposit, nunc pro tunc, and to apply, disburse and/or deliver the Deposit or the applicable portions thereof in accordance with the provisions of the Share Purchase Agreement. EXECUTION OF DOCUMENTATION [11] AUTHORIZES AND DIRECTS CQIM and the Monitor to perform all acts, sign all documents and take any necessary action to execute any agreement, contract, deed, provision, transaction or undertaking stipulated in or contemplated by the Share Purchase Agreement (Exhibit R-12) and any other ancillary document which could be required or useful to give full and complete effect thereto. AUTHORIZATION [12] ORDERS and DECLARES that this Order shall constitute the only authorization required by CQIM to proceed with the Transaction and that no shareholder approval, if applicable, shall be required in connection therewith. VESTING OF THE AMALCO SHARES [13] ORDERS and DECLARES that upon the issuance of a Monitor’s certificate substantially in the form appended as Schedule “A” hereto (the “Certificate”), all of CQIM’s right, title and interest in and to the Amalco Shares shall vest absolutely and exclusively in and with the Purchaser, free and clear of and from any and all right, title, benefits, priorities, claims (including claims provable in bankruptcy in the event that CQIM should be adjudged bankrupt), liabilities (direct, indirect, absolute or contingent), obligations, interests, prior claims, security interests (whether contractual, statutory or otherwise), liens, charges, hypothecs, mortgages, pledges, trusts, deemed trusts (whether contractual, statutory, or otherwise), assignments, judgments, executions, writs of seizure or execution, notices of sale, options, agreements, rights of distress, legal, equitable or contractual setoff, adverse claims, levies, taxes, disputes, debts, charges, rights of first refusal or other pre-emptive rights in favour of third parties, restrictions on transfer of title, or other claims or encumbrances, whether or not they have attached or been perfected, registered, published or filed and whether secured, unsecured or otherwise (collectively, the “Encumbrances”) by or of any and all persons or entities of any kind whatsoever, including without limiting the generality of the foregoing (i) any Encumbrances created by the Initial Order of this Court dated January 27, 2015 (as amended on February 20, 2015 and as may be further amended from time to time), and (ii) all charges, security interests or charges evidenced by registration, publication or filing pursuant to the Civil Code of Québec, the Ontario Personal Property Security Act, the British Columbia Personal Property Security Act or any other applicable legislation providing for a security interest in personal or movable property, and, for greater certainty, ORDERS that all of the Encumbrances affecting or relating to the Amalco Shares be expunged and discharged as against the Amalco Shares, in each case effective as of the applicable time and date of the Certificate. [14] ORDERS and DIRECTS the Monitor to file with the Court a copy of the Certificate, forthwith after issuance thereof. [15] DECLARES that the Monitor shall be at liberty to rely exclusively on the Conditions Certificates in issuing the Certificate, without any obligation to independently confirm or verify the waiver or satisfaction of the applicable conditions. - 4 - CANCELLATION OF SECURITY REGISTRATIONS [16] ORDERS the Québec Personal and Movable Real Rights Registrar, upon presentation of the required form with a true copy of this Order and the Certificate, to reduce the scope of or strike the registrations in connection with the Amalco Shares, listed in Schedule “B” hereto, in order to allow the transfer to the Purchaser of the Amalco Shares free and clear of such registrations. [17] ORDERS that upon the issuance of the Certificate, CQIM shall be authorized and directed to take all such steps as may be necessary to effect the discharge of all Encumbrances registered against the Amalco Shares, including filing such financing change statements in the Ontario Personal Property Registry (“OPPR”) as may be necessary, from any registration filed against CQIM in the OPPR, provided that CQIM shall not be authorized or directed to effect any discharge that would have the effect of releasing any collateral other than the Amalco Shares, and CQIM shall be authorized to take any further steps by way of further application to this Court. [18] ORDERS that upon the issuance of the Certificate, CQIM shall be authorized and directed to take all such steps as may be necessary to effect the discharge of all Encumbrances registered against the Amalco Shares, including filing such financing change statements in the British Columbia Personal Property Security Registry (the “BCPPR”) as may be necessary, from any registration filed against CQIM in the BCPPR, provided that CQIM shall not be authorized or directed to effect any discharge that would have the effect of releasing any collateral other than the Amalco Shares, and CQIM shall be authorized to take any further steps by way of further application to this Court. CQIM NET PROCEEDS [19] ORDERS that the proportion of the Purchase Price payable to CQIM in accordance with the Share Purchase Agreement (the “CQIM Net Proceeds”) shall be remitted to the Monitor and shall be held by the Monitor pending further order of the Court. [20] ORDERS that for the purposes of determining the nature and priority of the Encumbrances, the CQIM Net Proceeds shall stand in the place and stead of the Amalco Shares, and that upon payment of the Purchase Price by the Purchaser, all Encumbrances shall attach to the CQIM Net Proceeds with the same priority as they had with respect to the Amalco Shares immediately prior to the sale, as if the Amalco Shares had not been sold and remained in the possession or control of the person having that possession or control immediately prior to the sale. VALIDITY OF THE TRANSACTION [21] ORDERS that notwithstanding: a) the pendency of these proceedings; b) any petition for a receiving order now or hereafter issued pursuant to the Bankruptcy and Insolvency Act (“BIA”) and any order issued pursuant to any such petition; or c) the provisions of any federal or provincial legislation; - 5 - the vesting of the Amalco Shares contemplated in this Order, as well as the execution of the Share Purchase Agreement pursuant to this Order, are to be binding on any trustee in bankruptcy that may be appointed, and shall not be void or voidable nor deemed to be a preference, assignment, fraudulent conveyance, transfer at undervalue or other reviewable transaction under the BIA or any other applicable federal or provincial legislation, as against CQIM, the Purchaser or the Monitor, and shall not constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation. LIMITATION OF LIABILITY [22] DECLARES that, subject to other orders of this Court, nothing herein contained shall require the Monitor to take control, or to otherwise manage all or any part of the Purchased Shares. The Monitor shall not, as a result of this Order, be deemed to be in possession of any of the Purchased Shares within the meaning of environmental legislation, the whole pursuant to the terms of the CCAA. [23] DECLARES that no action lies against the Monitor by reason of this Order or the performance of any act authorized by this Order, except by leave of the Court. The entities related to the Monitor or belonging to the same group as the Monitor shall benefit from the protection arising under the present paragraph. CONFIDENTIALITY [24] ORDERS that the unredacted Initial Purchase Agreement filed with the Court as Exhibit R-3, the summary of the two LOIs filed with the Court as Exhibit R-8, the unredacted Share Purchase Agreeement filed with the Court as Exhibit R-12 and the unredacted blackline of the Share Purchase Agreement showing changes from the Initial Purchase Agreement filed with the Court as Exhibit R-16 shall be sealed, kept confidential and not form part of the public record, but rather shall be placed, separate and apart from all other contents of the Court file, in a sealed envelope attached to a notice that sets out the title of these proceedings and a statement that the contents are subject to a sealing order and shall only be opened upon further Order of the Court. GENERAL [25] DECLARES that this Order shall have full force and effect in all provinces and territories in Canada. [26] DECLARES that the Monitor shall be authorized to apply as it may consider necessary or desirable, with or without notice, to any other court or administrative body, whether in Canada, the United States of America or elsewhere, for orders which aid and complement this Order and, without limitation to the foregoing, an order under Chapter 15 of the U.S. Bankruptcy Code, for which the Monitor shall be the foreign representative of the Petitioners and Mises-en-cause. All courts and administrative bodies of all such jurisdictions are hereby respectfully requested to make such orders and to provide such assistance to the Monitor as may be deemed necessary or appropriate for that purpose. [27] REQUESTS the aid and recognition of any court or administrative body in any Province of Canada and any Canadian federal court or administrative body and any federal or state court or administrative body in the United States of America and any court or administrative body elsewhere, to act in aid of and to be complementary to this Court in carrying out the terms of this Order. - 6 - [28] ORDERS the provisional execution of the present Order notwithstanding any appeal and without the requirement to provide any security or provision for costs whatsoever. THE WHOLE WITHOUT COSTS, save in case of contestation. STEPHEN W. HAMILTON J.S.C. R-10 SCHEDULE “A” FORM OF CERTIFICATE OF THE MONITOR SUPERIOR COURT (Commercial Division) C A N A D A PROVINCE OF QUÉBEC DISTRICT OF MONTRÉAL File: No: 500-11-048114-157 IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED: BLOOM LAKE GENERAL PARTNER LIMITED QUINTO MINING CORPORATION 8568391 CANADA LIMITED CLIFFS QUEBEC IRON MINING ULC Petitioners -andTHE BLOOM LAKE IRON ORE MINE LIMITED PARTNERSHIP BLOOM LAKE RAILWAY COMPANY LIMITED Mises-en-cause -and- 9201955 CANADA INC. Mise-en-cause -andTHE REGISTRAR OF THE REGISTER OF PERSONAL AND MOVABLE REAL RIGHTS Mise-en-cause - 2 - -andFTI CONSULTING CANADA INC. Monitor CERTIFICATE OF THE MONITOR RECITALS A. Pursuant to an initial order rendered by the Honourable Mr. Justice Martin Catonguay, J.S.C., of the Superior Court of Québec, [Commercial Division] (the “Court”) on January 27, 2015 (as amended on February 20, 2015 and as may be further amended from time to time, the “Initial Order”), FTI Consulting Canada Inc. (the “Monitor”) was appointed to monitor the business and financial affairs of the Petitioners and the Mises-en-cause (together with the Petitioners, the “CCAA Parties”). B. Pursuant to an order (the “Approval and Vesting Order”) rendered by the Court on <*>, 2015, the transaction contemplated by the Share Purchase Agreement dated as of March 22, 2015, as amended and restated as of April 17, 2015 (the “Share Purchase Agreement”) by and among Petitioner Cliffs Québec Iron Mining ULC (“CQIM”), Cliffs Greene B.V., Cliffs Netherlands B.V. and the Additional Sellers (as defined therein), as vendors, Noront Resources Ltd., as parent, and 9201955 Canada Inc., as purchaser (the “Purchaser”) was authorized and approved, with a view, inter alia, to vest in and to the Purchaser, all of CQIM’s right, title and interest in and to the Amalco Shares. C. Each capitalized term used and not defined herein has the meaning given to such term in the Share Purchase Agreement. D. The Approval and Vesting Order provides for the vesting of all of CQIM’s right, title and interest in and to the Amalco Shares in the Purchaser, in accordance with the terms of the Approval and Vesting Order and upon the delivery of a certificate (the “Certificate”) issued by the Monitor confirming that the Sellers and the Purchaser have each delivered Conditions Certificates to the Monitor. E. In accordance with the Approval and Vesting Order, the Monitor has the power to authorize, execute and deliver this Certificate. F. The Approval and Vesting Order also directed the Monitor to file with the Court, a copy of this Certificate forthwith after issuance thereof. THEREFORE, THE MONITOR CERTIFIES THE FOLLOWING: A. The Sellers and the Purchaser have each delivered to the Monitor the Conditions Certificates evidencing that all applicable conditions under the Share Purchase Agreement have been satisfied and/or waived, as applicable. B. The Closing Time is deemed to have occurred on at on <*>, 2015. - 3 - THIS CERTIFICATE was issued by the Monitor at on <*>, 2015. FTI Consulting Canada Inc., in its capacity as Monitor of the CCAA Parties, and not in its personal capacity. By: Name: Nigel Meakin R-10 SCHEDULE “B” REGISTRATIONS TO BE REDUCED OR STRICKEN Nil. [NTD: Updated searches will be run before motion is heard to confirm no registrations in Quebec.] 8453339.4

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