Cautionary Note Regarding Forward-Looking Statements 2

Company Overview 3

Overview of Activities 4

Summary of Financial Results 5

Overview of Properties and Projects 6

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2008. This document was prepared to enable a reader to assess material changes in the

financial condition and results of operations of Noront as at and for the three months and

year ended April 30, 2008, in comparison to the corresponding prior-year periods. The MD&A

supplements, but does not form part of the financial statements of the Company and should

be read in conjunction with Noront’s audited consolidated financial statements and related

notes for the fiscal year ended April 30, 2008. The Company prepares and files its

consolidated financial statements in accordance with Canadian Generally Accepted

Accounting Principles. This MD&A contains certain forward looking statements based on

management’s current expectations (please see “Cautionary Note Regarding Forward

Looking Statements” below). Unless otherwise stated, all amounts discussed herein are

denominated in Canadian dollars.

This MD&A was prepared on August 28, 2008.This MD&A includes certain “forward-looking

statements” within the meaning of applicable Canadian securities legislation. All statements,

other than statements of historical facts, included in this MD&A 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

and growth of the Company’s businesses, operations, plans and other such matters are

forward-looking statements.

When used in this MD&A, the words “estimate”, “plan”, “anticipate”, “expect”, “intend”,

“believe” and similar expressions are intended to identify forward-looking statements. These

statements involve known and unknown risks, uncertainties and other factors which may

cause the actual results, performance or achievements of the Company to be materially

different from any future results, performance or achievements expressed or implied by such

forward-looking statements.

Examples of such forward looking statements include statements regarding financial results

and expectations for 2008, such as, but not limited to, availability of financing, interpretation

of drill results, the geology, grade and continuity of mineral deposits and conclusions of

economic evaluations, metal prices, demand for metals, currency exchange rates, cash

operating margins, expenditures on property, plant and equipment, increases and decreases

in exploration activity, changes in project parameters, joint venture operations, resources and

anticipated grades and recovery rates and are or may be based on assumptions and/or

estimates related to future economic, market and other factors and conditions.

Although the Company has attempted to identify important factors that could cause actual

results to differ materially, there may be other factors that cause results not to be as

anticipated, estimated or intended. There can be no assurance that such statements will

prove to be accurate as actual results and future events could differ materially from those

reliant on forward-looking statements. Factors that could cause actual results, developments

or events to differ materially from those anticipated include, among others, the factors

described or referred to elsewhere herein, and include unanticipated and/or unusual events.

Many of such factors are beyond Noront’s ability to control or predict.

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Readers of this MD&A are cautioned not to put undue reliance on forward-looking statements

due to their inherent uncertainty. Noront disclaims any intent or obligation to update any

forward-looking statements, whether as a result of new information, future events or results

or otherwise. These forward looking statements should not be relied upon as representing

management’s views as of any date subsequent to the date of this MD&A.

Additional information, including quarterly and annual consolidated financial statements,

Management Information Circular and other disclosure documents, may also be examined

and/or obtained through the Internet at the SEDAR website

Noront is an active resource exploration company listed on tier 2 of the TSX Venture

Exchange (“TSX-V”) involved in the acquisition, exploration and development of properties

prospective in base metals, chromium and gold. The primary focus of the Company is its

Double Eagle Project at McFaulds Lake, in the Ring of Fire area (“ROF”) that is part of the

James Bay Lowlands, Ontario, where Noront has had five discoveries, since August 2007.

Noront also has exploration projects and properties in Ontario, Quebec and New Brunswick

within Canada, and to a lesser extent, in Mexico and China.

The Company is actively drilling and working to define and delineate the scale of its nickelcopper-

pgm and chromite discoveries at the Double Eagle Project. The Company is planning

to continue drilling at the site of its Eagle One nickel-copper-pgm discovery for related

deposits along what management believes is a magmatic conduit that could host other large

sulphide bodies. Noront recently announced the filing of a Technical Report and resource

estimate on the Eagle One Deposit.

At Eagle Two, a second nickel-copper discovery, the Company is drilling in search of the

initial magmatic intrusion or feeder for the deposits discovered at Eagle Two. Additionally,

Noront will be drilling to define the dimensions of its two recent chromite discoveries at

Blackbird One and Blackbird Two, as well as other nearby high gravity targets believed to be

further chromite deposits. Noront will also be drilling other anomalies identified elsewhere on

its claims in the Ring of Fire area including anomaly target AT12 where early drilling visually

identified disseminated and semi-massive nickel-copper deposits. The Company’s overall

strategy is to concentrate its efforts primarily on defining the relative scale of its current

discoveries and on its most promising geophysical targets.

In light of the Company’s recent discoveries at the Double Eagle Project, Noront’s focus is

shifting away from developing assets to a prospective stage, with a view to attracting third

parties interested in participating financially or otherwise. Instead, the Company is fully

engaged in exploring and developing the Double Eagle Project and the Ring of Fire and in

continuing to add to its already extensive land position in the Ring of Fire area through option

agreements and other arrangements. Management’s intent is to expand Noront’s controlling

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interest in additional prospects in the Ring of Fire area. Over the next year, management of

Noront anticipates being able to separate its assets that are outside the Ring of Fire area so

as to finance and manage them distinctly from Noront’s primary Double Eagle properties.

The market reacted very positively to the Company’s significant nickel-copper-pgm discovery

in August 2007, bringing the stock up to a 52 week high of $7.42 per share. A subsequent

National Instrument 43-101 Report was prepared by an independent third party on this

discovery, designated as Eagle One, identifying indicated resources of 1,834,000 tonnes and

inferred resources of 1,087,000 tonnes of high grade nickel, copper and significant amounts

of platinum, palladium and silver. This discovery was in the McFaulds Lake area of the

James Bay Lowlands, in a region referred to as the “Ring of Fire”.

On November 27, 2007, the Company announced that it had entered into an agreement with

J.P. Morgan Securities Incorporated (“J.P. Morgan”). J.P. Morgan will work alongside coadvisor

IBK Capital Corp. to evaluate strategic alternatives to enhance the development and

funding of the Company’s various exploration projects and assets including the McFaulds

Lake discoveries as well as its high-grade gold discovery at Windfall Lake in Quebec and for

the less advanced exploration sites in Canada, Mexico and China.

Support for Noront’s view that the Ring of Fire area is a highly mineralized area was further

evidenced by subsequent nickel-copper discoveries at Eagle Two in February, 2008 along

with encouraging early drilling results at Noront’s AT 12 target in July 2008, visually showing

disseminated and semi-massive nickel-copper-iron sulphides.

In addition to the Eagle One and Two nickel-copper discoveries, in May 2008 Noront

announced that it had discovered massive chromite beds while drilling at Eagle Two. This

first chromite discovery was designated as Blackbird One. In July 2008, a second chromite

discovery was announced, Blackbird Two, identified through gravity surveying, indicating a

one kilometre long, high-gravity anomaly. Early drilling at this location has indicated massive

chromite beds similar to those found at Blackbird One. Early assay results from Blackbird

One identified that there is a high grade of chromite (the ore mineral of Cr

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Ring of Fire. The Company plans to add additional drills and crews to its drill program as

warranted.

The Company intends to continue identifying and testing targets and delineating resources in

addition to those identified to date at Double Eagle project. Noront is in the process of shifting

from a diverse exploration company to one that is focused on identifying additional nickelcopper-

pgm and/or chrome resources at McFaulds Lake and elsewhere in the Ring of Fire.

The Company is also beginning to assess direct shipping and other developmental options in

respect of its recent discoveries at McFaulds Lake. It is anticipated that Noront will continue to

experience a relatively high rate of expenditure in the foreseeable future.

Noront’s net loss for the period was $2,298,463 or $0.02 per share. This operating loss was

net of $1,018,988 in interest income earned and gains on the sale of mineral interests (net of

costs) in the amount of $1,576,177. The Company was able to raise approximately $60

million during the year, primarily sourced from a $26,000,000 private placement and the

exercise of warrants, stock options and advances from joint venture partners. The

Company’s stock price over the year has reflected a number of successful projects regarding

the discoveries at its Double Eagle project at McFaulds Lake, in the Ring of Fire area that is

part of the James Bay Lowlands.

As a result of its discoveries in the McFaulds Lake area and continued drilling and exploration

both at the Double Eagle Project and in the Ring of Fire area, the Company’s use of cash

increased significantly during the year. This spending trend is expected to continue to rise, as

the rate of expenditure increases commensurate with the need to further study and explore

the mineralization both at the Double Eagle Project and generally in the Ring of Fire area.

In part to address the exploration activities’ financial requirements and to fund further

exploration of Noront’s large land holdings in the Ring of Fire area, Noront has optioned some

of its claims to third parties in areas that Noront will be unable to commit resources to on a

priority basis, in exchange for the opportunity for such parties to earn an interest in their

particular optioned parcel. All of these transactions are at arm’s length. Noront remains the

operator of these projects and will, even upon successful earn-in by these third parties, hold

at least a 50% interest. The Company received $3.6 million in payment from these third

parties during fiscal year 2008. These additional monies are not included in cash and cash

equivalents as their use is restricted to exploration work on the optioned properties. In a few

exceptional cases, Noront has entered into options as the optionee with third parties and has

incurred commitments in order to earn at least a 50% interest in other properties in the Ring

of Fire, which management of Noront considers prospective. This combined approach

enables Noront to effectively control and explore a larger proportion of the entire Ring of Fire

than it could if the Company was utilizing only its own funds.

The Company closed a private placement of 6,500,000 units for aggregate gross proceeds of

$26 million in February of 2008. Each unit was priced at $4.00 and consisted of one common

share and one-half of one common share purchase warrant. Each whole warrant entitled the

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holder to purchase one common share of Noront at an exercise price of $5.00 for a period of

two years from the date of issue, subject to an accelerated expiry, being 30 days after the

common shares of Noront had closed at or above a price of $6.00 for ten consecutive trading

days on the TSX-V. On March 12, 2008 the Company announced that the condition required

for the acceleration of the 3,250,000 warrants had occurred resulting in an early expiry date

of April 10, 2008. Additional gross proceeds of approximately $12.5 million were realized

from the accelerated exercise of these warrants.

In total, over the past fiscal year, the Company has brought in over $60 million through

financing activities via the private placement, advances from joint venture partners and the

exercise of warrants and stock options. Investment in mining properties and exploration

before write-downs on abandoned projects was approximately $20 million with the remaining

proceeds going to bolster the Company’s cash position and pay operating expenses. At the

end of the year the Company had a cash position (cash and equivalents) of over $52 million.

The Company continues to have a strong cash position but Noront is dependent on future

financing alternatives to fund this high level of exploration activity.

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Noront controls land claims, held directly or indirectly, through joint ventures, optioned claims

and earn-in programs consisting of 178 claims for a total of approximately 41,700 hectares in

the Double Eagle Property. This includes 100% interest in two claims consisting of 8 units

adjoining the Company’s Double Eagle project that were earned from Condor Diamond Corp.

(“Condor”) and Greenstone Exploration Company Ltd (“Greenstone”) during the year. These

two claims are subject to 1% net smelter royalty (“NSR”), payable to Condor and Greenstone,

which may be purchased by the Company at any time upon payment of $500,000 and/or at

the Company’s option, issuance of an equivalent value in number of common shares of the

Company.

In total Noront controls land claims, held directly or indirectly an area of approximately

120,000 hectares (300,000 acres) in the Ring of Fire area located in the James Bay Lowlands

in Northeastern Ontario.

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On August 28, 2007, the Company announced visual results of the first two holes of the

diamond drilling program started August 24, 2007 on the recently optioned claims of the

Company’s Double Eagle project.

On September 10, 2007, the Company announced assay results from the first hole of the

diamond drilling program started on August 24, 2007. This first hole assayed averaged 1.53

% copper, 1.84 % nickel, 1.04 g/t Pt and 2.87g/t Pd and 0.127 g/t Au over 36 metres between

56 and 92 metres downhole. This discovery was named Eagle One.

On September 27, 2007 the Company reported the final assay results from the fifth hole of

the diamond drilling program at Eagle One. Diamond drill Hole NOT-07-05 final assay results

included 68.3 metres averaging 5.9% nickel, 3.1% copper, 2.87 g/t platinum, 9.78 g/t

palladium, 0.61 g/t gold and 8.5 g/t silver, indicating a massive sulphide mineralization.

From

(m)

To

(m)

Length

(m)

Nickel

(%)

Copper

(%)

Platinum

(g/t)

Palladium

(g/t)

Gold

(g/t)

Silver

(g/t)

NOT-07-05 7.0 124.4 117.4 4.1% 2.2% 2.1 7.1 0.4 6.3

NOT-07-07 72.0 123.5 51.5 3.7% 1.5% 2.3 7.5 0.8 5.2

NOT-07-07 (including) 75.2 89.5 14.3 6.3% 2.5% 5.9 16.2 0.2 8.3

NOT-07-18 105.2 229.8 124.6 2.4% 1.1% 1.1 3.9 0.3 3.9

NOT-07-18 (including) 211.0 229.8 18.8 7.4% 3.2% 1.1 10.2 0.2 8.9

NOT-07-27 112.8 159.0 46.2 6.3% 2.8% 1.9 10.2 3.0 7.3

The Company has a rigorous QA/QC program in place for its assays. After continued and

extensive drilling (thirty-five holes were drilled for a total of 5,387 metres on the Eagle One

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Deposit) the Company was able to determine that the Eagle One Ni-Cu-PGE occurrence was

a massive sulphide magmatic nickel mineralized body, surrounded in part by net textured

sulphides in peridotite within a much larger variably mineralized steeply dipping peridotite

that has an 80 degree dip to the west, with a steep plunge along a southerly strike.

Noront recently announced the filing of a Technical Report and resource estimate on the

Eagle One Deposit, Double Eagle Property, McFaulds Lake Area, James Bay Lowlands

Ontario. The Technical Report was prepared by P&E Mining Consultants Inc., who are

independent “qualified persons” within the meaning of NI 43-101. The Technical Report

states that the Eagle One Deposit contains:

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