Noront Resources

I spent a little while digging up some information, and here's a draft of my response to the OSC.

Lar

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Dear Mr. Bekkaye,

With respect to the third paragraph of your response to my complaint about the conduct of Rosseau Asset Management via their Dissident Proxy Circular distributed in advance of Noront Resources Ltd.'s Annual General meeting, specifically referring to false and misleading statements made therein, I am pleased to supply the following details for your consideration.

Rosseau's misleading statements fall into two categories, including both false declarations of material facts, but also omissions of material facts necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.

From the SEDAR filing, October 8, Dissident Proxy Circular, filed on behalf of Rosseau Asset Management:
"Noront has been allocating significant resources to its Windfall Lake gold project, located in northern Quebec, which it has said would cost it approximately $15 million for the recent phase one work alone. We believe that countless days of management’s time and attention have been spent on Windfall Lake, at the expense of the core McFaulds Lake discovery. In Rosseau’s view, it is not appropriate for Noront to have unduly promoted the McFaulds Lake discovery, raised funds in February 2008 on the basis of that promotion, and then spent a substantial portion of its cash resources to advance its Windfall Lake project....

Management is using valuable cash and scarce human resources on non-core projects at the expense of the McFaulds Lake discovery....

Noront recently wasted what it said would be approximately $15 million further developing its Windfall Lake gold property in Urban Township, Quebec..."

First, to consider the false statements, the last quotation above says, "Noront recently wasted.....approximately $15 million".

Official public filings on SEDAR clearly show that this is not the case. Public documents reveal audited expenses far below that threshold. The evidence includes:

SEDAR filing, September 29, 2008 Interim Financial Statement

This document, the most recent available, clearly shows the total accumulated expenditure as at July 31, 2008 at Windfall Lake to be $11,822,850.

SEDAR filing, December 21, 2006 Interim Financial Statement

For the period ending October 31, 2006, the last filing prior to the December 2006 PP (quoted below), accumulated expenditures for Windfall Lake had already been shown to be $2,584,115. All these costs have been carried forward in subsequent financial statements, indicating that Noront has spent $9,238,735 from the $15,000,000 raised specifically for the development of the Windfall Lake exploration ramp and resource estimation (details below), and that figure does not reflect the exploration rebates, extimated at 35% of net expenditures (47% on eligible expenditures), not yet received from the Government of Quebec.

It beggars the imagination to conceive that any monies raised in February 2008 have been diverted to Windfall Lake, or that money has been "wasted" there when only $9,238,735 of the $15,000,000 raised for the project has been spent. Moreover, the well-known Quebec exploration incentive rebate of 47% on eligible expenses is also material to the true costs of the project, but consideration of that credit was omitted from the circular.

The Rosseau Circular also claims that, "(Noront) raised funds in February 2008 on the basis of that promotion (i.e. McFauld's Lake), and then spent a substantial portion of its cash resources to advance its Windfall Lake project."

SEDAR filing, March 31, 2008 Interim Financial Statement

This document shows that total accumulated expenditures at Windfall Lake, as at January 31, 2008, just prior to the Februrary 2008 PP, were $7,732,467. A simple calculation reveals that the most recent audited data (September 29 filing) indicate a cash expenditure there of $4,090,383, subsequent to the February PP.

Furthermore, the July 31, 2008 financial statement declares cash and cash equivalents valued at $39,954,941, an amount far in excess of the monies ($26,000,000) raised via the February 2008 Private Placement, in which Rosseau Asset Management participated. It is a stretch to characterize the $4,000,000 expended over six months as "a substantial proportion of its cash resources", when Noront expends close to that amount in a single month at McFauld's Lake.

Moreover, the Windfall Lake exploration expenses are now, and have been, funded through a targetted PP in December 2006, which included flow-through shares. The monies required to fund this project have been sitting in the bank since well before the February 2008 PP.

SEDAR filing, December 21, 2006 News Release

"TORONTO, ONTARIO, Noront Resources Ltd. (Noront) is pleased to announce that it has competed a brokered financing of $15,000,000 through IBK Capital Corp. The financing consists of 10,215,000 flow through units and 19,785,000 hard dollar units. Each flow through unit consists of one common share and one-half of a share purchase warrant and the hard dollar unit consists of one common share and one share purchase warrant. Each full warrant entitles the holder to purchase one additional common share (which share shall not be a flow through share) at a price of $0.75 for a period of two years. See press release dated December 7th, 2006.

The Company has currently contracted for two diamond drills for the Company’s Windfall Lake gold project Quebec. This new diamond drill program expected to start February 1st, 2007 will better delineate the high grade zones established in preparation for the development of an exploration ramp of approximately 2000 feet. Construction of this exploration ramp will commence as soon as further engineering studies and environmental permitting are completed.

This new exploration ramp is intended to outline, sample and bulk sample the gold zones known to the company at the present time and should be completed in the year 2007."

SEDAR filing, December 8, 2006 News Release

"The Company early in the New Year will re-start the diamond drilling program at Windfall Lake. The successful program recently completed (see press release dated December 1, 2006) will continue to detail previously encountered high-grade gold mineralization to permit reserve calculations under National Instrument 43-101 guidelines.

In addition engineering studies and environmental permitting will commence to facilitate the commencement of an underground exploration ramp to outline, sample and bulk sample the gold zones known to the company at the present time. Tracy Armstrong (a qualified geologist in the Province of Quebec) of P&E Mining Consultants are continuing to be engaged in interpreting the drilling results to date and recommending further exploration work on the Windfall Lake property."

And finally, just for clarity, the PP in which Rosseau participated did not express any specific targetted expenditures of the monies raised.

SEDAR filing, February 7, 2008 News Release

"Noront Resources Ltd. (“Noront”) (TSX VENTURE: “NOT”) has closed a private placement of 6,500,000 units of Noront for aggregate gross proceeds of $26,000,000.

'This financing will provide Noront with the financial strength to develop its assets independent of near-term market fluctuations', stated Richard Nemis, President of Noront."

In summation, the Dissident Circular exaggerated expenses at Windfall Lake, falsely suggests that monies there had been "wasted", falsely suggests that monies had been diverted from other projects, and omits a substantial amount of material information which would have properly and correctly informed shareholders, rather than creating misleading impressions.

Instead, Noront management has prudently managed the funds allocated to Windfall Lake, has fully documented all expenses as required by law, and has brought the project in well below the projected costs.

Regards,