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Press release from Marketwire

Noront Announces Agreement on Sale of Windfall Lake Interest

Wednesday, December 05, 2012

Noront Announces Agreement on Sale of Windfall Lake Interest09:11 EST Wednesday, December 05, 2012TORONTO, ONTARIO--(Marketwire - Dec. 5, 2012) -Noront Resources Ltd. ("Noront" or the "Company") (TSX VENTURE:NOT) is pleased to announce it has reached an agreement in principle to sell its 25% interest in the Windfall Lake Project in Quebec.The Company has entered into a purchase and sale agreement (the "Agreement") with Maudore Minerals Ltd. ("Maudore") (TSX VENTURE:MAO)(OTCBB:MAOMF)(FRANKFURT:MGL), pursuant to which Maudore has agreed to acquire Noront's 25% interest in the Windfall Lake Project. The Windfall Lake Project is a joint venture between Noront and Eagle Hill Exploration Corporation ("Eagle Hill"). Eagle Hill has earned a 75% interest in the project and is the operator. Maudore has agreed to pay a sum of CAD$10.0 million in cash plus three million warrants which entitle Noront to purchase common shares of Maudore at a price of CAD$2.20 per common share ("the Warrants") (collectively the "Purchase Price") in exchange for Noront's current 25% interest in the Windfall Lake Project. Maudore will also be required to pay to Noront, subject to certain conditions, an additional amount in the event that Maudore acquires, directly or indirectly, Eagle Hill's 75% interest in the Windfall Lake Property (the "75% Interest") equal to the difference (if any) between (i) one third of the purchase price paid by Maudore for the 75% Interest and (ii) CAD $10.0 million. The additional payment will be satisfied by the issuance of Maudore common shares.Pursuant to the Agreement and subject to certain conditions, Maudore has the right to direct Noront to enforce its rights under the option agreement between Noront and Eagle Hill (the "Option Agreement") including its right to repurchase the 75% Interest from Eagle Hill (the "Repurchase") and subsequently transfer the 75% Interest to Maudore, provided that (i) Noront agrees that the Repurchase should be exercised ; (ii) Maudore shall pay to Noront up to CAD$6.0 million at the time of completion of the Repurchase, and (iii) no other consideration shall be paid by Maudore to Noront in connection with the Repurchase and the transfer of the 75% Interest to Maudore.The Agreement is subject to certain conditions. In particular, Maudore's obligation to purchase Noront's 25% interest in the Windfall Lake Project is subject to the acquisition of the 75% Interest, or obtaining the consent of Eagle Hill under the Option Agreement.About Noront: Noront Resources Ltd. is focused on development of the high-grade Eagle's Nest nickel, copper, platinum and palladium deposit and the high-grade Blackbird chromite deposit, both of which are located in the James Bay lowlands of Ontario in an emerging metals camp known as the Ring of Fire. For further information please contact Olya Yousefi, Manager, Corporate Communications at (416) 367-1444, or visit Noront's website at: http://www.norontresources.com or search the Company's publically filed documents on SEDAR at: http://www.sedar.com.Wesley (Wes) Hanson President & Chief Executive OfficerFORWARD-LOOKING STATEMENTS This release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation, including predictions, projections and forecasts. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion, growth of the Company's businesses, operations, plans and with respect to exploration results, the timing and success of exploration activities generally, permitting time lines, government regulation of exploration and mining operations, environmental risks, title disputes or claims, limitations on insurance coverage, timing and possible outcome of any pending litigation and timing and results of future resource estimates or future economic studies.Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are based on a number of material factors and assumptions, including, the result of drilling and exploration activities, that contracted parties provide goods and/or services on the agreed timeframes, that equipment necessary for exploration is available as scheduled and does not incur unforeseen break downs, that no labour shortages or delays are incurred, that plant and equipment function as specified, that no unusual geological or technical problems occur, and that laboratory and other related services are available and perform as contracted. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the interpretation and actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of gold; possible variations in grade or recovery rates; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of exploration, as well as those factors disclosed in the Company's publicly filed documents. Although Noront has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.FOR FURTHER INFORMATION PLEASE CONTACT: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Contact Information: Noront Resources Ltd.Olya YousefiManager, Corporate Communications(416) 367-1444www.norontresources.com