Subject: Re: Noront board recommends shareholders ACCEPT the all-cash offer of C$0.55 per share of Noront

 I’m sorry that is ridiculous! 

 Sent from my iPhone

On Sep 24, 2021, at 11:40 AM, Noah Karlin <[email protected]> wrote:

  Kingsdale Advisors has been retained by BHP Western Mining Resources International Pty Ltd. regarding your shares in Noront Resource Ltd.

 OFFER:BHP has made a significant and compelling offer for your common shares of Noront. BHP is offering $0.55 for each Noront share you tender. By tendering, you will have an opportunity to accept a significant premium for your shares and remove the uncertainty surrounding the company’s financing, market, regulation, and execution risks.

 Reasons to accept the Offer

 Compelling premium. The Offer represents a 69% premium to the closing price of C$0.325 per Noront share on the TSXV on July 26, 2021 (the last trading day prior to the announcement of the Offer) and a 129% premium to the closing price of C$0.24 per Noront share on the TSXV on May 21, 2021 (the last trading day prior to the announcement by Wyloo of its intention to make an offer to acquire the Noront shares). The Offer represents a 75% premium to Wyloo’s proposed offer price of C$0.315 per share.

Liquidity and certainty of value. The Offer immediately crystalizes full and certain value by providing for 100% cash consideration for the Noront shares, giving depositing shareholders certainty of value and immediate liquidity while removing financing, market, regulatory and execution risks to shareholders. Shareholders who deposit their Noront shares under the Offer will have the opportunity to realize cash proceeds and certainty of value for their shares.

Support of shareholders. Certain Noront shareholders, including certain directors and each officer of Noront, have entered into lock-up agreements pursuant to which they have agreed to deposit under the Offer all Noront shares held or to be acquired by them pursuant to the exercise of options or share awards, representing in the aggregate approximately 9.9% of the issued and outstanding Noront shares on a fully-diluted basis, subject to certain terms and conditions of such agreements.

Minimum tender condition. In order for Noront shareholders to be able to receive the Offer price for their shares, more than 50% of the outstanding Noront shares not beneficially owned or controlled by BHP Lonsdale, the Offeror or any other person acting jointly or in concert with the Offeror must be deposited under the Offer prior to the expiry of the initial deposit period. Shareholders increase the likelihood of receiving the Offer price by depositing their shares under the Offer prior to the expiry of the initial deposit period.

Fully financed cash offer. The Offer is not subject to a financing condition. The Offeror will satisfy the funding requirements of the Offer from its cash resources.

 Here is the link to the Microsite and the Tender Document: https://www.noronttender.ca/tender-documents/

The Board of Directors of Noront consulted with company’s financial, legal advisors and the Special Committee to determine that the Offer Price is fair, from a financial point of view and is in the best interests of Noront and its Shareholders. The Board of Directors have agreed to unanimously recommend that Shareholders ACCEPT the Offer and DEPOSIT your Common Shares under the Offer.

 TO TENDER: Contact your broker immediately with your instructions and for assistance in tendering your shares to this Offer.

 You must tender no later than 11:59 p.m. (Eastern time) on November 9, 2021, but your broker may require your instructions in advance of this date, (at least 48 hrs before the expiry).   

 Noront would like to emphasize that Wyloo’s proposal is not a concrete offer … it is a non-binding proposal. This non-binding proposal is conditional on the completion of due diligence, for which Wyloo is yet to enter into a Confidentiality Agreement with Noront at the moment. Without a formal offer, there can be no assurance that a transaction will come from Wyloo’s proposal.

 For further details, please call Kingsdale Advisors at 1-866-581-0512 or collect at 416-867-2272. Please refer to reference number ref# 21NRWL1078. 

 Regards,

 Noah Karlin

 Client Care Representative

 Kingsdale Advisors

Phone: 416-867-2272 | Mobile: 416-357-1396

Fax: 416-867-2271 | www.kingsdaleadvisors.com

Exchange Tower | 130 King St West | Suite 2950

P.O. Box 361 | Toronto | Ontario | M5X 1E2

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