Noble Iron Inc. — Proxy Solicitation & Information Statement 2023

Jun 20, 2023

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May 31, 2023

Dear Shareholders:

On behalf of the Board of Directors of Noble Iron Inc. (“ Noble Iron ” or the “ Corporation ”), I would like to invite you to attend - Noble Iron's annual and special meeting of shareholders (the “ Meeting ”) to be held virtually online at https://wildlaw ca.zoom.us/j/87080853060 on Wednesday, July 12, 2023 at 1:00 p.m. (Eastern Standard Time).

At the Meeting, in addition to general business items, the shareholders will be asked to approve the voluntary liquidation and dissolution of Noble Iron (the “ Winding Up ”), which proceedings are expected to include the distribution of cash to shareholders in one or more instalments as part of the Winding Up. Noble Iron anticipates that the initial distribution of CDN$0.30 per share will be made as promptly as practicable following the approval of the shareholders of the Winding Up, by way of a return of capital. Any further distribution of cash will be made in one or more instalments following the satisfaction of all liabilities, including expenses of the Winding Up, on a distribution date to be determined pursuant to the plan of liquidation and dissolution (the “ Liquidation Plan attached to the enclosed Management Information Circular (“ Circular ”) as Schedule “B”. At this time, the amount of any further distribution cannot be accurately estimated and, of course, there can be no guarantees any such distributions will occur. Noble Iron will announce by way of press when and if a further distribution is confirmed and the amount thereof.

In order to proceed with the Winding Up and related matters, shareholder approval by special resolution is required. The enclosed Circular describes the business to be conducted at the Meeting, including approval of the Winding Up and the Liquidation Plan and related matters.

The Board of Directors of Noble Iron (the “ Board of Directors ”) has determined that it is in the best interests of Noble Iron and its shareholders to distribute the remaining net proceeds of the sale of its Texada Software business to its shareholders and to voluntarily wind up the Corporation. The Board of Directors is unanimously recommending that shareholders vote FOR the Winding Up and related matters on the enclosed proxy form.

Your participation in the Meeting is important, regardless of the number of shares you hold. Whether or not you intend to attend the Meeting, please complete the enclosed form of proxy in accordance with the instructions set out therein and in the Circular and promptly return the form of proxy in the enclosed envelope.

I would like to personally express my appreciation to all shareholders for your support during the Texada Software sale process. The Board of Directors believes that, in the circumstances, the distribution of the remaining proceeds from the sale and the Winding Up of the Corporation is the best possible outcome for Noble Iron and its shareholders.

Representation of your Common Shares at the Meeting is very important. We urge you, whether or not you plan to attend the Meeting, to vote promptly over the Internet, by telephone or by mailing a completed form of proxy or voting instruction form.

Nabil Kassam Founder, Chairman & CEO

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NOBLE IRON INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual and special meeting of the shareholders (the “ Meeting ”) of Noble Iron Inc. (the “ - Corporation ”) will be held online due to the ongoing COVID-19 pandemic at https://wildlaw ca.zoom.us/j/87080853060 or by telephone at (647) 558-0588 (meeting ID 870 8085 3060) on Wednesday, July 12, 2023 at 1:00 p.m. (Toronto time), for the following purposes:

1. TO RECEIVE the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2022, together with the report of auditors thereon;

2. TO ELECT the directors of the Corporation;

3. TO APPOINT the auditors of the Corporation and to authorize the directors of the Corporation to fix the auditors’ remuneration;

4. TO CONSIDER , and if deemed advisable, approve as a special resolution, (i) the voluntary winding up of the Corporation pursuant to the Business Corporations Act (Ontario), (ii) the plan of liquidation and distribution substantially in the form attached hereto as Appendix B, and (iii) an initial distribution to shareholders of $0.30 per share in cash in the course of the winding up and discontinuance of Noble Iron's business by way of a return of stated capital;

5. TO CONSIDER , and if deemed advisable, pass an ordinary resolution, the full text of which is set forth in the accompanying Circular, authorizing the directors of the Corporation, in their discretion, to make an application to the TSX Venture Exchange (the “ TSXV ”) to delist the shares of the Corporation from the TSXV;

6. TO CONSIDER , and if deemed advisable, pass an ordinary resolution, the full text of which is set forth in the accompanying Circular, authorizing the directors of the Corporation, in their discretion, to apply to the Ontario Securities Commission or other relevant authorities such that the Corporation is deemed to have ceased to be a reporting issuer as described in greater detail in the accompanying Circular; and

7. TO TRANSACT such further and other business as may properly come before the meeting or any adjournment or adjournments thereof.

The novel coronavirus outbreak (“COVID-19”) has affected the way many companies are currently doing business, including the Corporation. Businesses, organizations and private persons alike have had to adjust to the restrictions brought on by COVID-19. We are committed to safeguarding the health and well-being of our employees, clients, shareholders and the community. In light of the COVID-19 pandemic and consistent with the latest guidance from public health and government authorities, this year’s meeting of the Corporation’s Shareholders will be available in a virtual format, by way of a live webcast, rather than in-person. The Corporation strongly encourages all shareholders to vote their shares in advance of the Meeting using the form of proxy or voting instruction form provided and to plan to attend the Meeting via videoconference at https://wildlaw-ca.zoom.us/j/87080853060 rather than attending in person. You can also dial in to the Meeting by telephone - at (647) 558 0588 (meeting ID 870 8085 3060). The Board and management will address the meeting and the Corporation’s Shareholders will be able to listen and ask questions at the Meeting in real time via the Internet. Voting in advance of the Meeting in accordance with the instructions set out on your form of proxy or voting instruction form will ensure your votes are counted at the Meeting, and participating via videoconference or telephone will help safeguard your health and the health of the Corporation’s personnel and the community generally.

We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to attend the

virtual meeting and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the proxy form or voting instruction form sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

A shareholder wishing to be represented by proxy at the meeting or any adjournment thereof must deposit a duly executed form of proxy with the Corporation’s transfer agent and registrar, Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, Attention: Stock Transfer Services – Proxy Department, on or before the close of business on the second business day preceding the day of the meeting or any adjournment thereof at which the proxy is to be used.

A Shareholder who is unable to attend the Meeting in person and who wishes to ensure that such Shareholder's shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy or voting instruction form and deliver it in accordance with the instructions set out in the form of proxy or voting instruction form and in the Circular. As an alternative to completing and physically submitting an instrument of proxy or voting instruction form, Shareholders may vote electronically via the Internet at www.investorvote.com or via telephone toll-free at 1-866-732-8683. Please follow the directions on the form of proxy or voting instruction form.

NOTICE TO UNITED STATES SHAREHOLDERS

The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian reporting issuer and are being effected in accordance with Canadian corporate and securities laws. The proxy rules under the U.S. Securities Exchange Act of 1934 are not applicable to the Corporation or this solicitation and, therefore, this solicitation is not being effected in accordance with U.S. securities laws. This Circular has been prepared in accordance with disclosure requirements applicable in Canada. Shareholders should be aware that requirements under such Canadian laws may differ from requirements under U.S. corporate and securities laws relating to U.S. corporations.

United States shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated by the Corporation.

Enforcement by shareholders of civil remedies under U.S. federal securities laws may be adversely affected by the fact that the Corporation is organized under the laws of a jurisdiction outside of the United States, that certain of its officers and directors are not resident in the United States, that its auditors are not resident in the United States and that a substantial portion of their respective assets are located outside the United States. You may not be able to sue the Corporation or its officers or directors, or enforce judgments of a U.S. court, in a Canadian court for violations of U.S. securities laws.

FORWARD-LOOKING STATEMENTS

Certain information in this Circular may contain forward-looking statements within the meaning of applicable securities laws including, among others, statements relating to Noble Iron's objectives, beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forwardlooking statements generally can be identified by words such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue” or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect Noble Iron's current beliefs and are based on information currently available to management. Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future results and are based on Noble Iron's estimates and assumptions that are subject to risks and uncertainties. Those risks and uncertainties include, among other things, risks related to: the availability of cash for distributions in connection with the Winding Up; the potential for shareholder liability in connection with the Winding Up; discontinuance of the Winding Up; the future listing of Common Shares on the TSXV; tax laws; and interest rate and other debt-related risks. See “Risk Factors”. Noble Iron cautions that this list of factors is not exhaustive. Although the forward-looking statements contained in this Circular are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forwardlooking statements. All forward-looking statements in this Circular are qualified by these cautionary statements. The forward-looking statements are made only as of the date on which such statements are or were made and Noble Iron assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances, except as required by applicable law.

DATED the 31[st] day of May, 2023.

BY ORDER OF THE BOARD

“ Nabil Kassam ”

Nabil Kassam Founder, Chairman & CEO

NOBLE IRON INC.

MANAGEMENT INFORMATION CIRCULAR

THIS INFORMATION CIRCULAR CONTAINS INFORMATION AS AT MAY 31, 2023.

PERSONS MAKING THIS SOLICITATION OF PROXIES

This management information circular (the “Circular”) is furnished in connection with the solicitation by management of Noble Iron Inc. (the “Corporation”) of proxies to be used at an annual and special meeting of the shareholders of the Corporation (the - “Meeting”) to be held virtually online at https://wildlaw ca.zoom.us/j/87080853060 or by telephone at (647) 558-0588 (meeting ID 870 8085 3060) on Wednesday, July 12, 2023 at 1:00 p.m. (Toronto time) and at any adjournment thereof for the purposes set forth in the enclosed notice of annual and special meeting of shareholders (the “Notice of Meeting”). Proxies will be solicited primarily by mail but may also be solicited personally, by telephone or by facsimile by the directors, officers or employees of the Corporation. The costs of solicitation will be borne by the Corporation. Pursuant to National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer , arrangements have been made to forward proxy solicitation material to the beneficial owners of the common shares (“ Common Shares ”) of the Corporation. Except where otherwise indicated, information contained herein is given as of May 31, 2023.

COVID-19

The Corporation is committed to safeguarding the health and well-being of its employees, customers, shareholders and the community. In light of the novel coronavirus outbreak (COVID-19) and consistent with the latest guidance from public health and government authorities, this year’s Meeting will be available to the Corporation’s shareholders in a virtual format, by way of a live webcast. The Corporation strongly encourages all shareholders to vote their Common Shares in advance of the Meeting using the form of proxy and Voting Instruction Form (“VIF”) sent to each shareholder as part of the proxy-related materials sent to all shareholders, and to attend the Meeting via videoconference at https://wildlaw-ca.zoom.us/j/87080853060. You can also dial in using the following numbers: In Canada dial 1 (647) 497-9391 and in the United States dial (647) 558-0588 (meeting ID 870 8085 3060). The Board and management will address the Meeting and Shareholders will be able to listen and ask questions at the meeting in real time via the Internet. Voting in advance of the Meeting using the Form of Proxy for Registered Holders (as defined below) and VIF for Beneficial Holders (as defined below) in accordance with the instructions set out on your Form of Proxy or VIF will ensure your votes are counted at the Meeting, and participating via videoconference will help safeguard your health and the health of the Corporation’s personnel and the community generally.

We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to attend the virtual meeting and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the Form of Proxy or VIF sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting. As an alternative to completing and physically submitting an instrument of proxy or VIF, shareholders may vote electronically via the Internet at www.investorvote.com or via telephone toll-free at 1-866-732-8683. Please follow the directions on the form of proxy or VIF.

COMPLETION, VOTING AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are representatives of management of the Corporation and directors or officers of the Corporation. A shareholder desiring to appoint some other person, who need not be a shareholder of the Corporation, to represent him or her at the Meeting may do so by filling in the name of such person in the blank space provided in the proxy or by completing another proper form of proxy. A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed proxy with Computershare Investor Services Inc. (“ Computershare ”), 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, Attention: Stock Transfer Services - Proxy Department on or before the close of business on the second business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used, or deliver it to the Chair of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting. A proxy should be executed by the shareholder or his or her attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized.

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by either executing a form of proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the shareholder or by such shareholder’s authorized attorney in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized by a certified resolution authorizing the revocation, and by filing the form of proxy bearing a later date or the revocation of proxy either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or by filing the form of proxy with Computershare or by filing the revocation of proxy with the

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chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, a proxy may be revoked by the shareholder personally attending the Meeting and voting.

A shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if a shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the shares represented by proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted in favour of the matters set out in this Circular. The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matters which may properly come before the Meeting in such manner as the nominee in his judgment may determine. At the time of printing this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED HOLDERS

The information set forth in this section is of significant importance to many shareholders as a substantial number of them do not hold common shares in their own name. Only registered holders of common shares of the Corporation or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, common shares beneficially owned by a person (a “ NonRegistered Holder ”) are registered either: (i) in the name of an intermediary (an “ Intermediary ”) (including banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) that the NonRegistered Holder deals with in respect of the shares, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Distribution to NOBOs

In accordance with the requirements of the Canadian Securities Administrators and National Instrument 54-101, “Communication with Beneficial Owners of Securities of a Reporting Issuer” (“ NI-54-101 ”), the Corporation will have caused its agent to distribute copies of the Notice of Meeting and this Circular (collectively, the “ meeting materials ”) as well as a voting instruction form directly to those Non-Registered Holders who have provided instructions to an Intermediary that such Non-Registered Holder does not object to the Intermediary disclosing ownership information about the beneficial owner (“ Non-Objecting Beneficial Owner ” or “ NOBO ”).

The meeting materials distributed by the Corporation’s agent to NOBOs include a VIF. Please carefully review the instructions on the VIF for completion and deposit.

Distribution to OBOs

In addition, the Corporation will have caused its agent to deliver copies of the meeting materials to the clearing agencies and Intermediaries for onward distribution to those Non-Registered Holders who have provided instructions to an Intermediary that the beneficial owner objects to the Intermediary disclosing ownership information about the beneficial owner (“ Objecting Beneficial Owner ” or “ OBO ”).

Intermediaries are required to forward the meeting materials to OBOs unless an OBO has waived his or her right to receive them. Intermediaries often use service companies such as Broadridge Proxy Services to forward the meeting materials to OBOs. Generally, those OBOs who have not waived the right to receive meeting materials will either:

• (a) be given a form of proxy which has already been signed by the intermediary (typically by a facsimile stamped signature), which is restricted as to the number of shares beneficially owned by the OBO, but which is otherwise uncompleted. This form of proxy need not be signed by the OBO. In this case, the OBO who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare in the manner set out above in this Circular, with respect to the C0mmon Shares beneficially owned by such OBO; or

• (b) more typically, be given a VIF which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute authority and instructions which the Intermediary must follow. Typically, the VIF will consist of a one-page pre-printed form. The purpose of this procedure is to permit the OBO to direct the voting of the common shares he or she beneficially owns.

Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the persons named in the form and insert the Non-Registered Holder’s name in the blank

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space provided. In either case, Non-Registered Holders should carefully follow the instructions, including those regarding when and where the proxy or VIF is to be delivered.

The Corporation has determined to pay the fees and costs of Intermediaries for their services in delivering meeting materials to OBOs in accordance with NI 54-101 – “Communication with Beneficial Owners of Securities of a Reporting Issuer”.

QUORUM

The presence of two or more shareholders or proxyholders entitled to cast votes at the Meeting holding a minimum of 5% of the outstanding Common Shares entitled to vote thereat will constitute a quorum. The Corporation’s list of shareholders as of the Record Date (as defined below) has been used to deliver to shareholders the Meeting Materials as well as to determine who is eligible to vote.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized share capital of the Corporation consists of an unlimited number of Common Shares and 100,000,000 preferred shares (the “ Preferred Shares ”).

There are currently 27,267,479 Common Shares issued and outstanding as of the date hereof. There are no Preferred Shares outstanding.

In accordance with the provisions of the Business Corporations Act (Ontario) (the “ OBCA ”), the Corporation has fixed May 16, 2023 as the record date (the “ Record Date ”) for the purpose of determining shareholders entitled to receive the notice and vote at the Meeting, and will prepare a list of holders of its Common Shares as at the close of business on that date. Only shareholders of record at the close of business on the Record Date, who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting. As used herein, the term “shareholder” refers only to registered holders of Common Shares of the Corporation.

To the knowledge of the directors and senior officers of the Corporation, only the following persons beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding shares of the Corporation, which have the right to vote in all circumstances:

	Number	Percentage of
Shareholder Name	of Common Shares(1)	Outstanding Common Shares
Nabil Kassam(2)	10,237,903	37.55%
Zahra Kassam	3,653,840	13.40%

Notes:

(1) Based upon public filings made by the persons noted below.

(2) Mr. Kassam is the founder, Chair and CEO of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

1) FINANCIAL STATEMENTS

The audited consolidated annual financial statements of the Corporation and related management’s discussion and analysis for the financial year ended December 31, 2022 will be placed before the Meeting but shareholders will not be asked to vote thereon.

Copies of the Corporation’s audited consolidated financial statements for the financial year ended December 31, 2022 together with the report of the auditors thereon and related management’s discussion and analysis are available upon request from the Corporation or can be accessed at http://nobleiron.com and under the Corporation’s profile at www.SEDAR.com.

2) ELECTION OF DIRECTORS

Number of Directors

Pursuant to the articles of continuance of the Corporation (the “ Articles of Continuance ”), the number of directors shall be between three and ten persons. The Board of Directors of the Corporation (the “ Board ”) has resolved that four directors will be elected at the Meeting. Management has nominated the four directors set out below for election as directors at the Meeting.

Nominees for Election

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management's nominees (the “Nominees”). Management does not contemplate that any of these Nominees will be

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unable to serve as a director. Each director elected to the Board will hold office until the next annual meeting of shareholders or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of Continuance of the Corporation or the provisions of the Business Corporations Act (Ontario) or any other applicable legislation. Unless the shareholder directs that his or her Common Shares be withheld from voting in connection with the election of directors, the persons named in the enclosed form of proxy will vote FOR the election of the persons named below.

The following table sets out the names of management’s nominees for election as directors, the province or state and country in which each is ordinarily resident, all offices of the Corporation now held by each of them, their principal occupations, the period of time for which each has been a director of the Corporation, and the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which control or direction is exercised, as at the date hereof.

Name, Province or State, Resident	Date(s) First	Principal Occupation or Employment (1)	Common Shares
Country, Position(s) with	Served		Beneficially Owned(1)
Corporation(1)	as a Director
Nabil Kassam California, USA Director, Founder, Chair and Chief Executive Officer	October 22, 2010	Founder, Chair and Chief Executive Officer since January 1, 2014. Executive Chair of the Corporation since November 10, 2011.	10,237,903(4)
Aly G. Mawji(2)(3) Nova Scotia, Canada Director	March 11, 2011	Partner of Value Beacon Capital, a private investment company. Engaged in accounting (private practice and industry) from 2004 – 2012.	Nil(4)
Mary Van Santvoort(2)(3) Ontario, Canada Director	August 11, 2016	Chief Financial Officer at Aarkel Tool & Die Inc., a company owned by Zynik Capital Corporation	Nil
Paul Strachman(2)(3) New York, USA Director	August 11, 2016	Partner at Red Sea Ventures and ISAI; previously, Head of Strategy at Equinox Fitness; consultant at Bain & Company.	93,838

Notes:

(1) The information as to province or state, country of residence, principal occupation and number of Common Shares beneficially owned by the nominees (directly or indirectly or over which control or direction is exercised) is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees.

(2) Projected member of the Corporation's Audit Committee.

(3) Projected member of the Corporation['] s Compensation Committee.

(4) Directors have also been granted stock options – please see “Statement of Executive Compensation” below.

Proxies received in favour of management will be voted FOR the election of the above-named Nominees, unless the shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect thereof. Management has no reason to believe that any of the Nominees will be unable to serve as a director but, if a nominee is for any reason unavailable to serve as a director, proxies in favour of management will be voted in favour of the remaining Nominees and may be voted for a substitute nominee unless the shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect of the election of directors.

3) APPOINTMENT OF AUDITOR

Shareholders will be asked to approve the appointment of RSM Canada LLP (“ RSM Canada ”) as the auditors of the Corporation to hold office until the next annual general meeting of shareholders at a remuneration to be fixed by the directors. RSM Canada has been the Corporation’s auditor since February 9, 2016.

Unless the shareholder directs that his or her Common Shares are to be withheld from voting in connection with the appointment of auditors, the persons named in the enclosed form of proxy intend to vote FOR the appointment of RSM Canada as the auditors of the Corporation until the next annual meeting of shareholders and to authorize the directors to fix their remuneration.

4) WINDING UP OF THE CORPORATION

The Board of Directors of the Corporation proposes, for the reasons described below, to voluntarily wind up the Corporation (the “ Winding Up ”) pursuant to section 193 of the Business Corporations Act (Ontario) (the “ OBCA ”), which Winding Up will become effective and commence upon passing of the Special Resolution. For a brief summary of the steps required to complete the Winding Up and the anticipated timing of each step, see “Overview of Steps to Complete the Winding Up” below. Notwithstanding shareholder approval of the Special Resolution, the Board of Directors will retain the discretion to discontinue the Winding Up if they determine that continuing with the Winding Up is no longer in the best interests of the Corporation and its shareholders. See

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“Winding Up Procedure” below.

Noble Iron anticipates that an initial distribution of $0.30 per share will be made as promptly as practicable following the approval of the shareholders of the Winding Up.

The Board expects that the distributions to be made to shareholders following shareholder approval of the Winding Up, including the initial distribution of $0.30 per share, will be made by way of a reduction of stated capital, to the extent possible under applicable law, and that any excess distribution will be made as a dividend. See “Winding Up Distributions” below. The Winding Up, including the initial distribution of $0.30 per share by way of reduction of stated capital, requires shareholder approval by a special resolution. See “Resolution of the Shareholders Approving the Winding Up” for the full text of the Special Resolution. The Board of Directors of the Corporation has determined that the Winding Up pursuant to the Liquidation Plan is advisable and in the best interests of the Corporation and its shareholders and has approved the Winding Up. The Board of Directors of the Corporation unanimously recommends that shareholders vote in favour of the Special Resolution in respect of the Winding Up.

Background

The Corporation’s wholly-owned subsidiary, RentOnThe Dot, Inc. (“ ROTD ”) entered into a share purchase agreement (the “ SPA ”) dated April 18, 2022 with BP Tex Canada Amalco Corporation (“ BP Canada ”) and the Corporation’s wholly-owned Australian subsidiary, Texada Software Pty Limited (the “ Australian Vendor ”) pursuant to which ROTD agreed to sell all of the shares of the Corporation’s indirectly-held operating subsidiary, Systematic Computer Services Corporation (“ Systematic ”) which, together with the Australian Vendor, operated the Corporation’s Texada Software business (the “ Software Business ”), to BP Canada. Concurrently, the Australian Vendor also entered into an asset purchase agreement (the “ APA ”) dated April 18, 2022 with BP Tex Australia Acquisition Corporation Pty Ltd. (“ BP Australia ”), pursuant to which the Australian Vendor agreed to sell substantially all of its property and assets (the “ Australian Assets ”) to BP Australia (collectively, the “ Transaction ”). Each of BP Canada and BP Australia are indirect, whollyowned affiliates of Banneker Partners (“ Banneker ”), a US-based private equity fund. In connection with the Transaction, Noble Iron also invested in units (the “ Preferred LP Interests ”) of BP Tex Parent, LP (“ BP Tex LP ”), a private Delaware limited partnership, which was created by Banneker to indirectly hold all of the outstanding securities of BP Canada and BP Australia (together, the “ Purchaser ”), which amounted to approximately 7.4% of the outstanding non-diluted Preferred LP Interests of BP Tex LP at the time of closing of the Transaction. The Corporation invested the US dollar equivalent of CDN$4,200,000 of the Purchase Price (as defined below) on an after-tax basis to acquire the Preferred LP Interests of BP Tex LP immediately following completion of the Transaction. The sale of the Software Business to BP Canada and BP Australia closed on June 30, 2022.

On December 23, 2022, the Corporation effected the distribution of a total of CDN$27,267,479, or $1.00 per share, to the holders of Common Shares of the Corporation by way of return of capital following receipt of all required regulatory, stock exchange and shareholder approvals.

On October 31, 2022, the Corporation announced that it had entered into a definitive equity purchase agreement (the “ EPA ”) with Banneker Partners Fund II, L.P. (“ BP Fund ”), an existing holder of Preferred LP Units of BP Tex LP, pursuant to which BP Fund would acquire all of the Preferred LP Interests from the Corporation. The EPA provided that the purchase price would be US$3,257,797.20 (being the US$ equivalent of C$4,200,000 at the time Noble Iron made the investment in the Preferred LP Interests). The agreement contained standard terms and conditions, including the requirement to obtain the approval of the TSXV in order to close the transaction. The sale meant that the Corporation received 100 cents on the dollar for its investment in the Preferred LP Interests in cash (less any transaction expenses). The sale of the Preferred LP Interest to BP Fund closed on January 5, 2023.

The Corporation believes that the Transaction marked a significant milestone. The Corporation is of the view that the Transaction and the sale of the Preferred LP Interest maximized value for Shareholders. Noble Iron believes that the Winding Up is a natural progression and is in the best interests of the Corporation and its stakeholders.

Since the Software Business constituted virtually all of the Corporation’s business activities, following the sale of the Software Business and the Preferred LP Interest the Corporation does not have an active business. As a result, following the completion of the Transaction, the Corporation’s stock exchange listing was migrated to the NEX Board of the TSXV since it was unable to meet “Continued Listing Requirements” (“ CLR ”) within the meaning of such term under applicable TSXV policies.

Wind Up of Noble Iron

Subsequent to the receipt of the proceeds of the Software Business, Noble Iron, in conjunction with its legal, accounting and tax advisors, investigated and evaluated various options to distribute such proceeds to shareholders in an efficient and timely manner. Noble Iron considered various transactions to accelerate and maximize shareholder value following the sale of the Software Business and the Preferred LP Interests. In the end, the Board of Directors of Noble Iron unanimously determined that the liquidation and winding up of the Corporation, and the concomitant return of capital to the shareholders, was in the best interests of Noble Iron and its shareholders.

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Winding Up Procedure

If the Winding Up and the Liquidation Plan are approved at the Meeting, the Winding Up and implementation of the Liquidation Plan will commence immediately on passing of the Special Resolution and the Board will, as promptly as practicable following the Meeting, set the record date for payment of the Return of Capital initial distribution of $0.30 per share by way of reduction of stated capital (the “ Initial Distribution ”). Pursuant to the Special Resolution, the Board will be appointed the initial liquidator of the estate and effects of the Corporation for the purpose of winding up the Corporation's business and affairs and distributing its property until such time as the Board, in its discretion, appoints a Liquidator (as defined below) to complete the Winding Up. At any time until appointment of the Liquidator, the Board of Directors will retain the ability to discontinue or suspend the Winding Up if they determine the Winding Up is no longer in the best interests of the Corporation.

The full text of the Liquidation Plan is attached hereto as Appendix B and shareholders are urged to read the Liquidation Plan in its entirety. The description of the Liquidation Plan below is a summary and is qualified in its entirety by the more detailed information contained in Appendix B. The implementation of the Winding Up and the Liquidation Plan will have a number of consequences, including but not limited to the following:

• the Board will be appointed the initial liquidator of the estate and effects of the Corporation for the purpose of winding up the Corporation's business and affairs and distributing its Assets (as defined in the Liquidation Plan), after satisfying all Claims (as defined in the Liquidation Plan), all in accordance with the Liquidation Plan;

• the Board will declare a record date for the payment of the Initial Distribution;

• the Corporation will cease to carry on its undertaking, except insofar as may be required or beneficial for the Winding Up in the discretion of the Board or the Liquidator, as applicable;

• to the extent permitted by the TSX Venture Exchange (the “ TSXV ”), the Common Shares will continue to trade on the NEX Board of the TSXV until such time as the Board, in its discretion, appoints a Liquidator (see “ Trading of Shares ” below); and

• at a time to be determined by the Board in its sole discretion, if determined necessary an accounting firm or professional restructuring and advisory firm (the “ Liquidator ”) will be appointed the liquidator of the estate and effects of the Corporation for the purpose of winding up the Corporation's business and affairs and distributing its Assets (as defined in the Liquidation Plan), after satisfying all Claims (as defined in the Liquidation Plan), all in accordance with the Liquidation Plan;

• concurrent with the appointment of the Liquidator, each of Nabil Kassam, Mariam Chaudhry and Mary Van Santvoort (collectively, the “ Inspectors ”) will be appointed inspectors of the Corporation's liquidation pursuant to section 194 of the OBCA; and

• as promptly as practicable following the appointment of the Liquidator, the Common Shares will be delisted from the NEX Board of the TSXV.

Following commencement of the Winding Up, the Board, in its capacity as liquidator, and any Liquidator appointed by the Board, will have control of the estate and effects of the Corporation for purposes of the Winding Up. The Corporation itself will cease to carry on its business and any other undertaking, except as may be required or beneficial for the Winding Up. The powers and authorities of the Board (in its capacity as liquidator) and the Liquidator are derived from the OBCA and the Liquidation Plan. After appointment of the Liquidator, the Inspectors will effectively oversee and supervise the Liquidator's conduct of the Winding Up. Under the Liquidation Plan there are certain powers that the Liquidator can only exercise with the prior approval of the Inspectors (including bringing or defending actions in the name of the Corporation). See the full text of the Liquidation Plan attached hereto as Appendix B. Without Inspectors, these powers would require the prior approval of the shareholders which, in turn, would require the Liquidator to convene a shareholders' meeting in such instances, which would be administratively burdensome, costly and time consuming, and could delay the ultimate completion of the Winding Up and therefore the final distribution to shareholders.

If the Winding Up, the Liquidation Plan and the Initial Distribution are approved at the Meeting, the steps set forth below will be completed following the Effective Date at such times as the Board or the Liquidator, as applicable, deems necessary, appropriate or advisable in the best interests of the Corporation and the shareholders, all in accordance with the Liquidation Plan and the OBCA:

• the setting of a record date and payment of the Initial Distribution;

• the filing of notice of intended wind-up with the Director under the OBCA and the filing of such notice in the Ontario Gazette no later than 10 days thereafter;

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• the sale of any of the Corporation's remaining non-cash property and assets (see “Distribution of Assets – Winding Up Distributions” below);

• the appointment of a Liquidator (if determined necessary);

• the delisting of the Common Shares from the TSXV (see “Trading of Shares” below);

• the payment of or the making of reasonable provision for the payment of all claims and obligations known to the Corporation, and the making of reserves as will be reasonably likely to be sufficient to provide compensation for any claim against the Corporation which is the subject of a pending action, suit or proceeding to which the Corporation is a party, including, without limitation, the establishment and setting aside of a reasonable amount of cash and/or property to satisfy such claims against and obligations of the Corporation;

• the final distribution to shareholders of any remaining cash of the Corporation; and

• the dissolution of the Corporation.

The Liquidator may delay any final distribution pending receipt of tax clearance certificates from the Canada Revenue Agency and other governmental agencies and departments in accordance with the Liquidation Plan. There is no way to determine when these tax and other clearance certificates will be issued, and it may be one or more years before the tax and other clearance certificates are issued and the final distribution (if any) is made.

Trading of Shares

The Common Shares are currently listed and posted for trading on the TSXV. Pursuant to section 198 of the OBCA, all transfers of the Common Shares taking place after the commencement of the Winding Up would be void unless made with the sanction of the liquidator. Pursuant to the Liquidation Plan, the Board, in its capacity as liquidator, will consent to maintaining the listing of the Common Shares on the TSXV following commencement of the Winding Up until such time as the Liquidator is appointed. It is the intention of the Corporation that the Common Shares will continue to trade on the TSXV until such time as the Liquidator is appointed, at which time the Common Shares will be delisted from the TSXV. As a result, it is expected that shareholders will continue to be able to trade Common Shares on the TSXV for a period of time after commencement of the Winding Up, subject to the Corporation continuing to comply with applicable listing requirements.

Distribution of Assets

Winding Up Distribution(s)

The following discussion assumes that the Special Resolution is passed by the Corporation's shareholders at the Meeting. If the Special Resolution is not passed by the Corporation's shareholders at the Meeting, the Winding Up will not commence, the Liquidation Plan will not have been approved and the Initial Distribution will not be made.

Pursuant to the Liquidation Plan, the Board will set a record date for the payment of the Initial Distribution as promptly as practicable following the Meeting, and the Corporation will make payment of the Initial Distribution as a reduction of stated capital. Thereafter, the Corporation intends to liquidate any remaining non-cash assets, for the best price available as soon as reasonably practicable after the commencement of the Winding Up and, after paying or making reasonable provision for the payment of any claims against and obligations of the Corporation, distribute any remaining cash to shareholders.

Pursuant to section 34 of the OBCA, the Corporation may reduce the stated capital of its outstanding shares by distributing to the holders of its Common Shares an amount not exceeding the stated capital of the Common Shares. Such a reduction in stated capital requires the Corporation to meet certain solvency tests under the OBCA before the reduction in stated capital can be made. Amounts distributed by way of a reduction of stated capital may, in certain circumstances, be received free of Canadian tax by a shareholder. Amounts distributed otherwise than by way of a reduction in stated capital generally will be treated as taxable dividend. See “Certain Canadian Federal Income Tax Considerations”.

The Corporation will continue to incur claims, liabilities and expenses (such as salaries and benefits, directors' and officers' insurance, payroll and taxes, facilities expenses, legal, accounting and consulting fees, rent and miscellaneous office expenses) following commencement of the Winding Up until its completion. Satisfaction of these claims, liabilities and expenses will reduce the amount of assets available for ultimate distribution to shareholders. The Corporation is not able to predict with certainty the precise nature, amount or timing of any distributions beyond the Initial Distribution, primarily due to the difficulty in predicting the amount of its remaining liabilities and the amount of costs and expenses that the Corporation will incur during the course of the Winding Up, and the net value,

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if any, of its remaining non-cash assets, and the fact that, if the Winding Up and Liquidation Plan are approved following the Initial Distribution, the Liquidator, together with the Inspectors, will have the power and authority to approve the number, amount and timing of any further distributions in the best interests of the Corporation and its shareholders. In addition, after the Initial Distribution the timing and amount of any further distributions may be impacted by (i) the Canada Revenue Agency completing any outstanding audits or assessments of the Corporation's and its subsidiaries final tax returns and the issuance of tax clearance certificates to the Liquidator in respect of the Corporation, and (ii) the number and complexity of claims and whether any disputed claims can be reserved for or processed in an expedited manner. There is no way to determine when the tax clearance certificates will be issued, and the delay may be one or more years to obtain the clearance certificate. The Liquidator may defer all or any of the distributions (following the Initial Distribution) pending receipt of the tax clearance certificates.

Estimated Amount Available for Distribution to Shareholders

The amount of funds available for distribution under the Winding Up will depend on a number of factors, including ongoing public company costs, and the expenses of the Winding Up (such as salaries and benefits, directors' and officers' insurance, payroll and taxes, facilities expenses, legal, accounting and consulting fees, rent and miscellaneous office expenses), as well as reserves for potential tax liabilities and contingent liabilities (“ Reserves ”). After the Initial Distribution, the remaining proceeds which will ultimately be available for distribution to shareholders and will depend on the amounts required to satisfy the obligations of the Corporation and to pay the costs and expenses of operating the Corporation until it is dissolved. See “Risk Factors – Uncertainty of Winding Up Distribution Amounts”.

Overview of Steps to Complete the Winding Up

Assuming the Winding Up is approved by the shareholders at the Meeting and the Board of Directors does not exercise its discretion to discontinue the Winding Up, the following is a chronological list of the principal steps required to complete the Winding Up and the expected timing of each step. There can be no assurance that the steps listed below and discussed in greater detail elsewhere in this Circular will occur within the timeframes noted below.

Step	Expected Timing
Commencement of Winding Up	July 12, 2023, after approval of the Winding Up at the Meeting.
Appointment of Liquidator	July 12, 2023, after approval of the Winding Up at the Meeting.
Payment of Initial Distribution	August–September 2023
Common Shares delisted from the TSXV	following completion of liquidation
Obtain Tax Clearance Certificates	Following completion of liquidation
Final Distribution and Winding Up	following receipt of tax clearance certificates

Certain Canadian Federal Income Tax Considerations

The following is a summary of the principal Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) (“ Tax Act ”) to shareholders of the Corporation on the Winding Up and the distribution of any cash in accordance with the Liquidation Plan.

This summary is based on the current provisions of the Tax Act and the regulations thereunder, and an understanding of the current administrative practices of the Canada Revenue Agency (“ CRA ”) published in writing and all specific proposals to amend the Tax Act publicly announced by on behalf of the Minister of Finance (Canada) prior to the date hereof (“ Tax Proposals ”). There can be no assurance that the Tax Proposals will be implemented in their current form or at all. This summary does not otherwise take into account or anticipate any changes in income tax law or administrative practice, whether by judicial, governmental or legislative decision or action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein. This summary is not exhaustive of all Canadian federal income tax considerations. This summary is not applicable to a person that is a “financial institution” as defined in the Tax Act for the purposes of the “mark-to-market” rules, a person that is a “specified financial institution” as defined in the Tax Act, a person who has made an election under the functional currency rules in section 261 of the Tax Act, a person an interest in which is a “tax shelter investment” as defined in the Tax Act, or a person who has entered into a “derivative forward agreement” as defined in the Tax Act in respect of Common Shares. In addition, this summary assumes that any distributions made pursuant to the Liquidation Plan are considered to occur on the winding-up or discontinuance of the Corporation's business for the purposes of the Tax Act.

This summary is of a general nature only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular shareholder and no representation is made with respect to the income tax consequences to any particular shareholder. Accordingly, shareholders should consult their own tax advisors concerning the application and effect of the income and other taxes of Canada and of any other relevant country, province, territory, state or local tax authority, having regard to their particular circumstances.

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Residents of Canada

The following portion of the summary is applicable to shareholders who, at all relevant times and for the purposes of the Tax Act, are resident or deemed to be resident in Canada, hold their Common Shares as “capital property” and deal at arm's length with and are not “affiliated” (as defined in the Tax Act) with the Corporation (“Resident Shareholders”).

Generally, Common Shares will be considered to be capital property to a Resident Shareholder provided that the Resident Shareholder does not hold the Common Shares in the course of carrying on a business or has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Resident Shareholders whose Common Shares might not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Common Shares, and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Shareholder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property.

Distributions to Resident Shareholders

Initial Distribution and Subsequent Distributions

A Resident Shareholder will not be considered to have received a dividend on the Initial Distribution or any subsequent distribution made as a reduction in stated capital and “paid-up capital” (as defined in the Tax Act) (“ PUC ”) of the Common Shares, provided the aggregate amount of any cash received on such distribution does not exceeds the PUC in respect of the Resident Shareholder's Common Shares immediately prior to such distribution. The PUC of each Common Share for purposes of the Tax Act is currently estimated to be $0.3375 per share (prior to the Initial Distribution expected to be $.30 per share). As such, the Corporation anticipates that the Initial Distribution will be below the current estimated PUC of each Common Share and as a result no Resident Shareholder will be deemed to have received a dividend in connection with the Initial Distribution. The Corporation anticipates that if the subsequent distributions made as a reduction in stated capital of the Common Shares exceed $0.0375 per share, the excess will be treated as a taxable dividend for purposes of the Tax Act. The tax consequences to a Resident Shareholder of receiving a dividend are generally as described below under the heading “Taxation of Dividends”.

Any portion of an Initial Distribution or a subsequent distribution received as a reduction of the PUC of the Resident Shareholder's Common Shares will reduce the Resident Shareholder’s “adjusted cost base” (as defined in the Tax Act) (“ ACB ”) of the Common Shares. To the extent that such reduction in PUC exceeds the Resident Shareholder’s ACB of the Common Shares, the Resident Shareholder’s ACB of the Common Shares will be reduced to nil and the excess of such PUC reduction will be deemed to be a capital gain of the Resident Shareholder for the year from the disposition of the Common Shares. The tax consequences to a Resident Shareholder of any such capital gain are generally as described below under the heading “Taxation of Capital Gains and Losses”.

Final Distribution on Cancellation of Common Shares

On the final distribution occurring on the cancellation of the Common Shares, a Resident Shareholder will be considered to have received a dividend to the extent that the amount of such final distribution exceeds the PUC of the Common Shares determined immediately before their cancellation. The tax consequences to a Resident Shareholder of receiving a dividend are generally as described below under the heading “Taxation of Dividends”.

Any portion of such final distribution not received as a dividend will be treated as proceeds of disposition of the Common Shares. The Resident Shareholder will realize a capital gain (or capital loss) on the disposition of the Common Shares equal to the amount by which the Resident Shareholder's proceeds of disposition, net of any costs of disposition, exceed (or are less than) the Resident Shareholder’s ACB of the Common Shares. Generally, a Resident Shareholder will not realize a capital gain as a result of the final distribution (and the interim distributions) where the PUC of the Resident Shareholder's Common Shares prior to the interim distributions is less than the Resident Shareholder’s ACB of the Common Shares. The tax consequences to a Resident Shareholder of capital gains and capital losses are generally as described below under the heading “Taxation of Capital Gains and Losses”.

Taxation of Dividends

Any dividend that is, or is deemed to be, received by a Resident Shareholder who is an individual will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received by Canadian resident individuals from a taxable Canadian corporation, including the enhanced gross-up and dividend tax credit if the dividend recipient receives notice from the Corporation designating the dividend as an “eligible dividend”.

Generally, any dividend that is, or is deemed to be, received by a Resident Shareholder that is a corporation will be included in computing the Resident Shareholder's income as a dividend, and will ordinarily be deductible in computing its taxable income, subject to certain limitations in the Tax Act. To the extent that such a deduction is available, generally a “private corporation” (as defined in the Tax Act) will be subject to a refundable tax under Part IV of the Tax Act at a rate of 38.33% of the amount of the dividend.

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Taxation of Capital Gains and Losses

Generally, a Resident Shareholder will be required to include in computing its income for a taxation year one-half of any capital gain (a “taxable capital gain”) realized by it in that year. A Resident Shareholder will generally be entitled to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Shareholder in that year, and any excess may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

The amount of a capital loss realized on the disposition of a Common Share by a Resident Shareholder that is a corporation may, to the extent and under the circumstances specified in the Tax Act, be reduced by the amount of dividends on the Common Shares received or deemed to be received by the Resident Shareholder, to the extent and in the circumstances set out in the Tax Act. Similar rules may apply where Common Shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Shareholders to whom these rules may be relevant should consult their own tax advisors in this regard.

A Resident Shareholder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) or, pursuant to Tax Proposals, a “substantive CCPC” may be liable to pay an additional refundable tax of 10⅔% on its “aggregate investment income” for the year, which is defined to include an amount in respect of taxable capital gains.

Alternative Minimum Tax

A capital gain realized or a dividend received (or deemed to be received) by a Resident Shareholder that is an individual, including a trust (other than certain specified trusts), may give rise to a liability for alternative minimum tax. Such Resident Shareholders should consult their own tax advisors with respect to the alternative minimum tax rules set out in the Tax Act.

Non-Residents of Canada

The following portion of the summary is applicable to shareholders who, at all relevant times and for purposes of the Tax Act, are not resident or deemed to be resident in Canada and do not use or hold, and are not deemed to use or hold, their Common Shares in connection with carrying on a business in Canada (“ Non-Resident Shareholders ”). Special rules not discussed in this summary may apply to a non-resident insurer carrying on an insurance business in Canada and elsewhere, and any such insurers should consult their own tax advisors.

Distributions to Non-Resident Shareholders

Initial Distribution and Subsequent Distributions

A Non-Resident Shareholder will not be considered to have received a dividend on the Initial Distribution or any subsequent distribution made as a reduction in stated capital and PUC of the Common Shares, provided the aggregate of any amount received on such distribution does not exceed the PUC of the Non-Resident Shareholder's Common Shares immediately prior to such distribution. The PUC of each Common Share for purposes of the Tax Act is currently estimated to be $0.3375 per share (prior to the Initial Distribution of $0.30 per share). As such, the Corporation anticipates that the Initial Distribution will be less than the PUC of each Common Share and that a Non-Resident Shareholder will not be deemed to have received a dividend in connection with the Initial Distribution. The Corporation anticipates that if the subsequent distributions made as a reduction in stated capital of the Common Shares exceed $0.0375 per share, the excess will be treated as a taxable dividend for purposes of the Tax Act. The tax consequences to a Non-Resident Shareholder of receiving a dividend are generally as described below under the heading “Taxation of Dividends”.

Any portion of an Initial Distribution or a subsequent distribution received as a reduction of the PUC of the Non-Resident Shareholder's Common Shares will reduce the Non-Resident Shareholder's ACB of the Common Shares. To the extent that such reduction in PUC exceeds the Non-Resident Shareholder’s ACB of the Common Shares, the Non-Resident Shareholder’s ACB of the Common Shares will be reduced to nil and the excess of such PUC reduction will be deemed to be a capital gain of the Non-Resident Shareholder for the year from the disposition of the Common Shares. The tax consequences to a Non-Resident Shareholder of any such capital gain are generally as described below under the heading “Taxation of Capital Gains and Losses”.

Final Distribution on Cancellation of Common Shares

On the final distribution occurring on the cancellation of the Common Shares, a Non-Resident Shareholder will be considered to have received a dividend to the extent that the amount of such final distribution exceeds the PUC of the Common Shares determined immediately before their cancellation. The tax consequences to a Non-Resident Shareholder of receiving a dividend are generally as described below under the heading “Taxation of Dividends”.

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Any portion of such final distribution not received as a dividend will be treated as proceeds of disposition of the Common Shares. The Non-Resident Shareholder will realize a capital gain (or capital loss) on the disposition of the Common Shares equal to the amount by which the Non-Resident Shareholder's proceeds of disposition, net of any costs of disposition, exceed (or are less than) the Non-Resident Shareholder’s ACB of the Common Shares. Generally, a Non-Resident Shareholder will not realize a capital gain as a result of the final distribution (and the interim distributions) where the PUC of the Non-Resident Shareholder's Common Shares prior to the interim distributions is less than the Non-Resident Shareholder’s ACB of the Common Shares. The tax consequences to a Non-Resident Shareholder of capital gains and capital losses are generally as described below under the heading “Taxation of Capital Gains and Losses”.

Taxation of Dividends

Any dividend that is, or is deemed to be, paid or credited by the Corporation to a Non-Resident Shareholder will be subject to Canadian withholding tax at a rate of 25% or such lower rate as may be provided under the terms of an applicable Canadian income tax treaty. Under the Canada-United States Income Tax Convention the rate of withholding tax on dividends paid or credited to a Non-Resident Shareholder that is entitled to the benefits of such treaty is generally reduced to 15% of the gross amount of the dividends. As stated above, the Corporation believes Non-Resident Shareholders will not be deemed to have received a dividend in connection with the Initial Distribution.

Taxation of Capital Gains

A Non-Resident Shareholder will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition of the Common Shares provided the Common Shares do not constitute “taxable Canadian property” as defined in the Tax Act. The Common Shares will not generally constitute taxable Canadian property to a Non- Resident Shareholder at the time of disposition provided that at no time during the previous 60-month period was more than 50% of the fair market value of such Common Shares derived directly or indirectly from real or immovable property situated in Canada or certain other properties. The Corporation does not believe that, at any time in the 60-month period ending on the date hereof, more than 50% of the fair market value of the Common Shares was derived from real or immovable property situated in Canada or such other property. The Common Shares may be deemed to constitute taxable Canadian property to a particular Non-Resident Shareholder in certain circumstances under the Tax Act.

In the event that the Common Shares constitute taxable Canadian property to a particular Non-Resident Shareholder, any resulting capital gain may be exempt from tax under the Tax Act in accordance with any applicable income tax treaty.

This Circular does not address any tax considerations other than certain Canadian federal income tax considerations. Shareholders who are resident in jurisdictions other than Canada should consult their own tax advisors with respect to the tax implications in such jurisdictions of the Winding Up and any distributions that may be made in connection therewith. All shareholders should consult their own tax advisors regarding provincial, territorial or other tax considerations of the Winding Up and any distributions that may be made in connection therewith.

Status as a Reporting Issuer

Following the Effective Date, the Corporation will continue to be a reporting issuer and be subject to continuous disclosure and other regulatory requirements as required under applicable legislation. As a result, the Corporation will continue to incur the costs associated with being a reporting issuer.

As discussed above under “Trading of Shares”, it is expected that the Common Shares will continue to trade on the TSXV until such time as the Board, in its sole discretion, appoints a Liquidator. It is expected that, as promptly as practicable following the appointment of the Liquidator, the Common Shares will be delisted from the TSXV. The Corporation will be required to comply with continuous disclosure obligations applicable to reporting issuers during that time. Once the Common Shares have ceased trading on the TSXV, the Liquidator, in consultation with the Inspectors, will ascertain the advisability of making an application for relief from the Corporation's continuous disclosure reporting obligations, based on the circumstances at that time, including the anticipated timing of the completion of the Winding Up and the extent to which the Liquidator will provide periodic reports to shareholders.

Recommendation of the Board of Directors

The Board of Directors recommends that shareholders vote in favour of the Special Resolution set out below approving the Winding Up of the Corporation, the Liquidation Plan and the Initial Distribution.

In order to be effective, the Special Resolution must be passed by the affirmative vote of a two-thirds (66⅔%) majority of the votes cast at the Meeting with respect to such resolution. Unless a shareholder directs that his or her Common Shares are to be voted against the Winding Up persons named in the enclosed form of proxy intend to vote for such resolution. Approval of the Winding Up will give the Board of Directors and the Liquidator the authority to complete the Liquidation Plan as described herein.

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RISK FACTORS

Uncertainty of Distribution Amounts

Even after commencement of the Winding Up, legal actions or other proceedings may be commenced against the Corporation with leave of the Court, although management is not aware of any material litigation at this time. There are also uncertainties related to the ability for the Corporation to obtain tax clearance certificates, as well as possible tax liabilities and other contingent liabilities. It may take several years before tax clearance certificates are obtained, and the Liquidator may defer making distributions pending the receipt of these certificates. In addition, ongoing corporate costs of the Corporation will reduce the amount available for distribution to shareholders. Until the Corporation ceases to be a reporting issuer, it will continue to incur reporting issuer costs.

As a result, after the Initial Distribution of $0.30 per share, the amount of remaining cash and/or assets to be distributed to shareholders as Winding Up distributions cannot currently be quantified with certainty and is subject to change. Accordingly, you will not know the exact amount of any Winding Up distributions you may receive as a result of the Liquidation Plan when you vote on the proposal to approve the Liquidation Plan. You may receive substantially less than your pro rata share of the net assets of the Corporation, as set out on its most recent balance sheet. While there is no guarantee as to the amount of any final shareholder distribution after the Initial Distribution, the Corporation currently expects to distribute an additional amount based on recent estimates of anticipated claims and obligations to be settled and expected expenses of the Winding Up. Of course, there can be no assurances that any such additional distribution will be possible. See “Distribution of Assets – Estimated Amount Available for Distribution to Shareholders” for more details.

Potential Liability of Shareholders

Under the OBCA, despite the Winding Up and dissolution of the Corporation, each Shareholder to whom any of its property has been distributed is liable to any person claiming under section 242 of the OBCA to the extent of the amount received by that Shareholder upon the distribution, and an action to enforce such liability may be brought.

Section 242 of the OBCA provides that, despite the dissolution of a corporation under the OBCA, a civil, criminal or administrative action or proceeding may be brought against the Corporation, as if the Corporation had not been dissolved, and provides, among other things, that any property that would have been available to satisfy any judgment or order if the Corporation had not been dissolved, remains available for such purpose.

The potential for shareholder liability regarding a distribution continues until the statutory limitation period for the applicable claim has expired. Under the OBCA, the dissolution of the Corporation does not remove or impair any remedy available against the Corporation for any right or claim existing, or any liability incurred, prior to such dissolution or arising thereafter.

Discontinuance of Winding Up

The Winding Up will become effective and commence upon passing of the Special Resolution at the Meeting, which is expected to occur on June 20, 2023. However, notwithstanding shareholder approval of the Special Resolution, at any time until appointment of the Liquidator, the Board of Directors will retain the discretion to discontinue the Winding Up if it determines that continuing with the Winding Up is no longer in the best interests of the Corporation and its Shareholders.

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The directors of the Corporation are hereby authorized to voluntarily wind up the Corporation pursuant to section 193 of the OBCA (the “ Winding Up ”), which Winding Up shall become effective and commence at the time of the passing of this resolution in accordance with the terms of the plan of liquidation and distribution substantially in the form attached hereto as Appendix B (the “ Liquidation Plan ”).

2. the Liquidation Plan, and the execution and delivery thereof, are hereby confirmed, ratified and approved;

3. the Corporation is hereby authorized to make one or more distributions to shareholders of the Corporation following the Effective Date by way of a reduction of capital, such reduction in an amount not to exceed the stated capital, provided that the solvency requirements of section 34 of the OBCA are satisfied at the time of the distribution, including without limitation an initial distribution to shareholders of the Corporation of $0.30 per share in cash on the winding up and discontinuance of Noble Iron's business by way of a return of stated capital (the “ Return of Capital ”, and together with the Winding Up and the Liquidation Plan, the “ Liquidation of Noble Iron ”);

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1. the Corporation is hereby authorized to make one or more further and additional distributions to shareholders (in addition to any Return of Capital), whether by way of dividend or otherwise (the “ Dividend Distributions ”), if, as and when declared by the Board of Directors in accordance with applicable laws;

2. any director or officer of the Corporation be and is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to execute and deliver such agreements, documents and instruments and to take such other actions as such person may determine to be necessary or advisable to implement these resolutions in regard to the Return of Capital, the Liquidation of Noble Iron and the Divided Distributions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such agreement, document or instrument or the taking of any such action; and

3. notwithstanding shareholder approval of the foregoing resolutions, at any time the Board of Directors may discontinue the Winding Up, the Return of Capital, the Liquidation of Noble Iron or any Dividend Distributions if it determines in its sole discretion that continuing with the Winding Up, the Return of Capital, the Liquidation of Noble Iron or any Dividend Distributions is no longer in the best interests of the Corporation and its shareholders.

Unless the shareholder directs that his or her Common Shares are to be voted against approval of the Transaction, Proxies received in favour of management will be voted FOR the approval of the Liquidation of Noble Iron and all its constituent components.

5) Approval of Delisting Common Shares from TSXV

TSXV EXCHANGE LISTING

If the Winding Up is completed, the Corporation will no longer exist. At the Meeting, shareholders will be asked to consider an ordinary resolution authorizing the Board of Directors to have the discretion to, if it deems appropriate, apply to delist the Corporation's shares from the TSXV (the “ Delisting Resolution ”). If the Winding Up is not completed, the Board of Directors may not proceed with delisting, regardless of whether the Delisting Resolution is approved by shareholders.

Pursuant to Section 4.3 of Policy 2.9 (TSXV Corporate Finance Policies), to be passed, the Delisting Resolution must be approved by: (i) at least a majority of the votes cast by the shareholders either in person or by proxy; and (ii) at least a majority of the votes cast by the minority of shareholders (excluding all officers, directors and insiders of the Corporation) either in person or by proxy.

Background

In connection with the Winding Up, the Corporation will cease to exist and therefor will no longer satisfy the TSXV’s listing conditions and in fact will be required to de-list from the TSXV. As a result, it is proposed that the Board of Directors be provided with the discretion, if it deems it appropriate, to apply to delist the Corporation’s shares from the TSXV at such time as it deems to be appropriate.

Recommendations of the Noble Iron Board

After careful consideration, the Board of Directors recommends that shareholders vote in favour of the Delisting Resolution.

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. the directors of the Corporation, in their discretion, are authorized to make an application to the TSX Venture Exchange to delist the shares of the Corporation at such time as the directors deem appropriate;

2. any director or officer of the Corporation be, and such director or officer of the Corporation hereby is, authorized, instructed and empowered, acting for, in the name of and on behalf of the Corporation, to do or to cause to be done all such acts and things in opinion of such director or officer of the Corporation as may be necessary or desirable in order to fulfill the intent of this resolution; and

3. the directors of the Corporation are hereby authorized to revoke this resolution and any or all of the actions herein described without further notice to, or approval of, the shareholders.

To be approved, the Delisting Resolution must be approved by (i) at least a majority of the votes cast by the shareholders either in person or by proxy; and (ii) at least a majority of the votes cast by the minority of shareholders (excluding all officers, directors and insiders of the Corporation) either in person or by proxy .

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Unless the shareholder directs that his or her Common Shares are to be voted against approval of the Delisting Resolution, Proxies received in favour of management will be voted FOR the approval of the Delisting Resolution.

6) Approval of Application to Cease to be a Reporting Issuer

If the Transaction is completed, the Corporation will cease to exist. At the Meeting, shareholders will be asked to consider an ordinary resolution authorizing the Board of Directors to have the discretion, if it deems appropriate, to apply to the Ontario Securities Commission, the Alberta Securities Commission and the British Columbia Securities Commission and any other relevant regulatory authority to have the Corporation deemed to have ceased to be a reporting issuer (the “ Reporting Issuer Resolution ”). If the Winding Up is not completed, the Board of Directors does not intend to proceed with the application to have the Corporation deemed to have ceased to be a reporting issuer, regardless of whether the Reporting Issuer Resolution is approved by shareholders.

Background

In connection with the Winding Up, the Corporation will cease to exist and its outstanding securities will all be cancelled. Since the Corporation will not exist and will have no shareholders, public company or otherwise, it is proposed that the Board of Directors be provided with the discretion, if it deems it appropriate, to apply to the relevant authorities to be deemed to have ceased being a reporting issuer.

Recommendations of the Noble Iron Board

After careful consideration, the Board of Directors recommends that shareholders vote in favour of the Reporting Issuer Resolution.

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. the directors of the Corporation, in their discretion, are hereby authorized to make an application to the Ontario Securities Commission or other relevant regulatory authorities to be deemed to have ceased to be a reporting issuer;

2. any director or officer of the Corporation be, and such director or officer of the Corporation hereby is, authorized, instructed and empowered, acting for, in the name of and on behalf of the Corporation, to do or to cause to be done all such acts and things in opinion of such director or officer of the Corporation as may be necessary or desirable in order to fulfill the intent of this resolution; and

3. the directors of the Corporation are hereby authorized to revoke this resolution and any or all of the actions herein described without further notice to, or approval of, the shareholders.

To be approved, the Reporting Issuer Resolution must be approved by at least a majority of the votes cast by the shareholder either in person or by proxy.

Unless the shareholder directs that his or her Common Shares are to be voted against approval of the Reporting Issuer Resolution, Proxies received in favour of management will be voted FOR the approval of the Reporting Issuer Resolution.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

The Board has established a compensation committee (the “ Compensation Committee ”) to assist the Board in determining the objectives of the Corporation’s compensation program and the elements of executive compensation, and in evaluating the performance and compensation of the executive officers of the Corporation. During 2022, the Compensation Committee was composed of Malcolm Hunter and William Palmer.

The objectives of the compensation program of the Corporation are as follows:

• (a) to attract and retain capable industry professionals, having regard for the competitive environment of the industry, and the ability of the Corporation to pay;

• (b) to equitably and consistently recognize and compensate employees for superior performance, by giving ample rewards and recognition to those employees, with a view to also having the benefit of providing a role model for other employees. Performance goals are both individualized and related to the Corporation achieving the objectives set out in the business plan approved by the Board;

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• (c) to direct individual behaviour toward achieving common Corporation goals;

• (d) to effect favourable change within the organization through incentive compensation; and

• (e) to allow a portion of compensation to be a variable cost in order to reward results, commensurate with the contribution of the individual employee.

Each executive officer receives compensation comprised of the following elements:

• (a) periodic salary;

• (b) annual incentive bonuses, which may include share-based compensation as may be granted at the discretion of the Board in accordance with the Restricted Share Unit Plan in effect from time to time;

• (c) such stock options as may be granted at the discretion of the Board in accordance with its Stock Option Plan in effect from time to time;

• (d) health, extended health and dental plan coverage in effect from time to time; and

• (e) an allocation of paid vacation of up to 4 weeks per calendar year.

Compensation levels are reviewed annually and adjusted based upon a performance evaluation of the executive officer. The Corporation’s process for determining executive compensation is based upon discussion by the Board.

There have been no new actions, decisions or policies that were made after the end of the most recently completed financial year that differ markedly from the considerations previously referred to.

Summary Compensation Table

Under applicable securities legislation, the Corporation is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the most highly compensated executive officer, other than the CEO and CFO, who was serving as an executive officer at the end of financial year ended December 31, 2022 and whose total compensation exceeded $150,000, for that financial year (collectively, “ NEO ” or the “ Named Executive Officers ”) and for the directors of the Corporation.

As of the year-ended December 31, 2022 the Corporation had two individuals that qualified as an NEO: Nabil Kassam, Founder Chair and Chief Executive Officer and Mariam Chaudhry, Chief Financial Officer.

Summary Compensation Table

The following table is a summary of the compensation paid, directly or indirectly, to the Named Executive Officers and directors of the Corporation for the two most recently completed financial years.

		COMPENSATION EXCLUDING COMPENSATION SECURITIES	COMPENSATION EXCLUDING COMPENSATION SECURITIES	COMPENSATION EXCLUDING COMPENSATION SECURITIES	COMPENSATION EXCLUDING COMPENSATION SECURITIES
Name and Position	Fiscal Year	Salary, Consulting Fees, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All other compensation ($)	Total compensation ($)
Nabil Kassam President & CEO, Director	2022 2021	218,998 368,140	- -	- -	- -	190,562 -	409,560 368,140
Mariam Chaudhry Chief Financial Officer	2022 2021	149,446 181,367	60,000 -	- -	- -	27,034 -	236,480 181,367
Aly Mawji Director	2022 2021	33,873 * 19,749	- -	- -	- -	- -	33,873 19,749
William Palmer Director	2022 2021	36,822 * 17,398	- -	- -	- -	- -	36,822 17,398
Malcolm Hunter Director	2022 2021	18,356 * 15,047	- -	- -	- -	- -	18,356 15,047

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Paul Strachman Director	2022 2021	24,002 * 15,047	- -	- -	- -	- -	24,002 15,047
Mary Van Santvoort Director	2022 2021	147,216 * 15,047	- -	- -	- -	- -	147,216 15,047

• Director fees for 2022 include amounts paid as director fees in lieu of cancelled stock options that each of director held prior to December 31st, 2022. These additional fees were calculated based on the December 23rd, 2022, return of capital distribution to common shareholders of $1.00 per share, net of the exercise price, for directors’ in-the-money options. Were directors to have exercised their options, they would have received the same amount of net proceeds, and the effect to all shareholders would have been the same.

Stock Options and Other Compensation Securities

During the financial year ended December 31, 2022, the following compensation securities were granted or issued to the directors and Named Executive Officers by the Corporation:

		COMPENSATION SECURITIES GRANTED OR ISSUED	COMPENSATION SECURITIES GRANTED OR ISSUED	COMPENSATION SECURITIES GRANTED OR ISSUED	COMPENSATION SECURITIES GRANTED OR ISSUED	COMPENSATION SECURITIES GRANTED OR ISSUED
Name and Position	Type of Security	Number of Underlying Securities (#)	% of Class (%)	Date of Issue or Grant	Expiry Date of Compensation Security	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)
Nabil Kassam Founder, Chair & Chief Executive Officer	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Mariam Chaudhry Chief Financial Officer	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Aly Mawji Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
William Palmer Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Malcolm Hunter Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Mary Van Santvoort Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Paul Strachman Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Exercise of Stock Options and Other Compensation Securities

During the financial year ended December 31, 2021, the following compensation securities were exercised by the directors and Named Executive Officers of the Corporation:

		COMPENSATION SECURITIES EXERCISED	COMPENSATION SECURITIES EXERCISED	COMPENSATION SECURITIES EXERCISED	COMPENSATION SECURITIES EXERCISED
Name and Position	Type of Security(1)	Number of Underlying Securities	Date of Exercise	Exercise Price per Security ($)	Closing Price per Security on Date of Exercise ($)	Difference Between Exercise Price and Closing Price on Date of Exercise ($)	Total Value of Date of Exercise ($)
Nabil Kassam Founder, Chair & Chief Executive Officer	-	-	-	-	-	-	-
Mariam Chaudhry(2) Chief Financial Officer	-	-	-	-	-	-	-
Aly Mawji Director	-	-	-	-	-	-	-

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William Palmer Director	-	-	-	-	-	-	-
Malcolm Hunter Director	-	-	-	-	-	-	-
Mary Van Santvoort Director	-	-	-	-	-	-	-
Paul Strachman Director	-	-	-	-	-	-	-

The officers and directors named in the table above held the following stock options prior to December 31, 2022. These options were cancelled as of December 31, 2022 in lieu of a stock cash out.

Name	Number of securities underlying unexercised options	Option exercise price ($)	Option expiration date ($)
Nabil Kassam Founder, Chair & Chief Executive Officer	350,000 400,000 500,000 500,000	0.50 1.00 1.30 1.30	November 26, 2030 June 17, 2026 September 29, 2025 October 24, 2024
Mariam Chaudhry(2) Chief Financial Officer	30,000 25,000	0.50 1.00	November 26, 2030 November 23,2028
Aly Mawji Director	14,000 15,000 25,000 10,000	0.50 1.00 1.00 1.30	November 26, 2030 September 29, 2025 October 24, 2024 December 3, 2023
William Palmer Director	12,000 17,500 30,000 11,000	0.50 1.00 1.00 1.30	November 26, 2030 September 29, 2025 October 24, 2024 December 3, 2023
Malcolm Hunter Director	11,000 15,000 25,000 20,000 10,000	0.50 1.00 1.00 1.45 1.30	November 26, 2030 September 29, 2025 October 24, 2024 June 28, 2022 December 3, 2023
Mary Van Santvoort Director	11,000	0.50	November 26, 2030
Paul Strachman Director	12,000	0.50	November 26, 2030

Option Re-Pricings

There were no re-pricings of Stock Options under the Stock Option Plan or otherwise during the financial year ended December 31, 2022.

Defined Benefit Or Actuarial Plan

The Corporation does not have a defined benefit or actuarial plan.

Deferred Compensation Plans

The Corporation does not have a deferred compensation plan.

Employment, Consulting and Management Agreements

The following are the material terms of each agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Corporation or any of its subsidiaries that were performed by a director, NEO or was performed by any other party but are services typically provided by a director or NEO.

Following the sale of Systematic Computer Services Corporation and the assets of Texada Software Pty Ltd. to the affiliates of Banneker Partners LLC, Mr. Kassam was paid a bonus of US$430,000 in April 2023.

Mariam Chaudhry, the Corporation’s Chief Financial Officer, was paid a change of control payment of C$207,000 in March 2023.

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Following the sale of the Systematic Computer Services Corporation and the assets of Texada Software Pty Ltd. to the affiliates of Banneker Partners LLC, on June 30, 2022, Nabil Kassam and Mariam Chaudhry were no longer on Noble Iron’s payroll. The Corporation entered into an independent contractor agreement with Zynik Capital Corporation to provide the services of Nabil Kassam and Mariam Chaudhry to the Corporation. The arrangement with Zynik Capital Corporation ended in March 2023. Nabil Kassam does not currently receive any compensation for acting as Chief Executive Officer. There are no change of control provisions currently applicable to either Nabil Kassam or Mariam Chaudhry.

STOCK OPTION PLAN

Effective May 17, 2013, the Board amended the Corporation’s stock option plan (the “ Stock Option Plan ”) to change the number of options available for grant from 1,700,000 to 2,119,112, being 10% of the then-issued and outstanding Common Shares, and to add certain provisions in respect of USA-resident recipients of stock options. As the number of options available for grant was not more than 10% of the issued and outstanding Common Shares on such date and the amendment in respect of USA residents was of a housekeeping nature, the amendments did not require the approval of the shareholders of the Corporation. On June 10, 2014, the Board amended the Stock Option Plan to change the fixed number of options available for grant from 2,119,112 to 3,283,095, being approximately 15.33% of the number of Common Shares issued and outstanding as of the date of the amendment (being 21,415,479 Common Shares). As this amendment provided that the number of options available for grant is more than 10% of the then-currently issued and outstanding Common Shares, the Corporation obtained the approval of its shareholders for the amendment to the number of stock options available for grant at the annual shareholder meeting held July 14, 2014.

Effective July 15, 2020, the Board amended the Stock Option Plan to change the fixed number of options available for grant from 3,283,095 to 5,453,495, being approximately 20% of the number of Common Shares issued and outstanding as of the date of the amendment (being 27,267,479 Common Shares). As this amendment provided that the number of options available for grant is more than 10% of the then-currently issued and outstanding Common Shares, the Corporation sought the approval of its shareholders for the amendment to the number of stock options available for grant. The shareholders approved the amendment to the stock option plan at a meeting of shareholders on August 20, 2020 (the “ August 20, 2020 Version ”). The amendment to the Stock Option Plan also received the approval of the TSXVE.

Effective May 9, 2022, the Board amended the Stock Option Plan to update existing or add new provisions to the Stock Option Plan in accordance with the requirements of the new Policy 4.4. of the TSXV which came into effect on November 24, 2021. The Board also made certain non-substantive amendments to the Plan to correct typographical errors and to clarify existing provisions of the Plan that did not substantively alter the scope, nature and intent of the provisions of the Plan, and to bring the Stock Option Plan into technical compliance with the new Policy 4.4. In accordance with the provisions of the Plan and the new Policy 4.4, those non-substantive amendments do not require shareholder approval and accordingly are not summarized below.

The Corporation amended the Plan to allow an Optionholder to use a cashless exercise whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to the Optionholder to purchase the Shares underlying the Option. The brokerage firm then sells a sufficient number of Shares, to cover the exercise price and any required withholding tax, of the Option in order to repay the loan made to the Optionholder. The brokerage firm receives an equivalent number of Shares from the exercise of the Option and the Optionholder then receives the balance of Shares or the cash proceeds from the balance of such Shares. In addition, a Participant may elect to use a net exercise, where an Optionholder would receive such number of Shares equal in value to the difference between the Option price and the fair market value of the Common Shares on the date of exercise, computed in accordance with the terms of the 2022 Stock Option Plan. The Corporation has also amended the Stock Option Plan to allow outstanding Options that expire within a formally imposed black out period called by the Corporation will be extended and expire ten (10) business days after the expiry of the blackout period. The Corporation obtained the approval of the Shareholders to the Amendments to the Stock Option Plan at the June 20, 2022 annual shareholder meeting.

The purpose of the Stock Option Plan is to encourage equity participation in the Corporation through the acquisition of Common Shares by its directors, senior officers, employees and Consultants (as defined in the Stock Option Plan) and to enable the Corporation to attract and maintain highly qualified directors, senior officers, employees and Consultants. The Stock Option Plan is a “fixed number” stock option plan as the number of shares reserved for issuance pursuant to the grant of stock options will not increase as the Corporation’s issued and outstanding share capital increases. The maximum number of Common Shares reserved for issuance to any one participant upon the exercise of options shall not exceed 5% of the total number of Common Shares outstanding immediately prior to such issuance, unless disinterested shareholder approval has been obtained. If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of Common Shares in respect of such expired or terminated stock option that has not been exercised shall again be available for the purpose of the Stock Option Plan. If a stock option is exercised according to its terms, such stock option shall not be available for re-grant. The exercise price of an option shall be determined by the Board at the time the option is granted, but shall not be less than the closing price of the Common Shares on the TSXVE, less any applicable discount permitted by the policies of the TSXVE, on the last trading day preceding the date on which the grant of the option is approved by the Board. Stock Options may provide for an exercise period of up to ten years.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Corporation’s compensation plans under which equity securities of the Corporation are authorized for issuance at the end of the Corporation’s most recently completed financial year:

	Number of securities to be issued	Weighted-average exercise price of	Number of securities remaining
	upon exercise of outstanding options,	outstanding options, warrants and	available for future issuance under
Plan Category	warrants and rights	rights	equity compensation plans
	(#)	($)	(#)
Equity compensation plans approved	Nil	N/A	2,957,995
by security holders
Equity compensation plans not	Nil	N/A	Nil
approved by security holders
	Nil	N/A	2,957,995
Total

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the aggregate indebtedness of all executive officers, directors, employees and former executive officer, directors and employees of the Corporation or any of its subsidiaries as of a date within thirty days before the date of this Circular:

Purpose	To the Corporation or its Subsidiaries ($)	To Another Entity
Share Purchases	N/A	N/A
Other	N/A	N/A

The following table sets forth the indebtedness of each individual who is, or at any time during the most recently completed financial year was, a director, officer or proposed nominee for election as a director of the Corporation, and each associate of any such person, who is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation, in each case, in connection with a purchase of securities of the Corporation:

Name and Principal Position	Involvement of the Corporation	Largest Amount Outstanding During the Financial Year Ended December 31, 2022 ($)	Amount Outstanding as at December 31, 2022 ($)	Financially Assisted Securities Purchases During the Financial Year Ended December 31, 2022 (#)	Security for Indebtedness
N/A	N/A	N/A	N/A	N/A	N/A

AUDIT COMMITTTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

National Instrument 52-110 requires that certain information regarding the Audit Committee of an issuer be included in the management information circular sent to shareholders in connection with the issuer’s annual meeting.

Audit Committee Charter

The full text of the charter of the Corporation’s Audit Committee is attached hereto as Schedule “A”.

Composition of the Audit Committee

The Audit Committee members for the year ended December 31, 2022 were Aly G. Mawji, Mary Van Santvoort and Paul Strachman. Each of them is independent in accordance with sections 1.4, 1.5 and 1.6 of National Instrument 52-110.

Collectively, the members of the Audit Committee have considerable skill and professional experience in accounting, business and finance. The specific education and experience of each member that is relevant to the performance of his responsibilities as a member of the Audit Committee is set out below:

Aly Mawji – is a Chartered Professional Accountant involved in commercial real estate management and development. His career

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experience includes audit and consulting services at PricewaterhouseCoopers and marketing management at Art.com, the world's largest retailer of posters and art prints. Mr. Mawji is a graduate of the Richard Ivey School of Business at the University of Western Ontario.

Mary Van Santvoort – is the Chief Financial Officer at Aarkel Tool & Die Inc., a company owned by Zynik Capital Corporation. She is a Chartered Accountant and holds an Honours Bachelor of Business Administration degree, Accounting and Business/Management, from Brock University. She was the top graduating student and was awarded the Vice Chancelors Medal.

Paul Strachman – is a Partner at Red Sea Ventures, a New York based venture capital firm. He is an active angel investor and serves on several boards and as a mentor at Future Labs at NYU Tandon and StartX. Mr. Strachman previously worked at Bain & Co. where he led turnaround and growth projects, and at Equinox as Head of Strategy. He graduated with BSc/MSc in engineering from Ecole des Ponts et Chaussees in France and a MSc in finance and economics from the London School of Ecomonics. He also earned his MBA at the Stanford Graduate School of Business.

External Auditor Service Fees

The following table provides detail in respect of audit, audit related, tax and other fees payable by the Corporation to the external auditors for professional services in each of the two most recently completed financial years of the Corporation:

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Year ended December 31, 2022	$30,000	$1,500	$148,503	Nil
Year ended December 31, 2021	$62,500	$4,789	$22,400	Nil

Audit Fees – fees payable for professional services rendered by the auditors for the audit of the Corporation’s annual financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – fees payable for professional services rendered by the auditors and comprised primarily of the review of quarterly financial statements and related documents.

Tax Fees – fees payable for tax compliance, tax advice and tax planning professional services, including reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – fees payable for professional services, including accounting advice and advice related to filing business acquisition reports.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the directors or senior officers of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s last completed fiscal year or in any proposed transaction which, in either case, has or will materially affect the Corporation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, no director, senior officer, nominee for election as a director, or associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

MANAGEMENT CONTRACTS

Management functions of the Corporation are substantially performed by directors or senior officers of the Corporation and not, to any substantial degree, by any other person with whom the Corporation has contracted.

PENALTIES AND SANCTIONS AND PERSONAL BANKRUPTCIES

No proposed director of the Corporation is, or within 10 years before the date hereof, has been: (a) a director, chief executive officer or chief financial officer of any company that, (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting

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in the capacity as director, chief executive officer or chief financial officer; or (b) a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No proposed director of the Corporation has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

CORPORATE GOVERNANCE PRACTICES

In June 2005, National Policy 58-201 Corporate Governance Guidelines (the “ Governance Guidelines ”) and National Instrument 58101 Disclosure of Corporate Governance Practices (the “ Governance Disclosure Rule ”) were adopted by the securities regulatory authorities in Canada. The Governance Guidelines deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of board members and other items dealing with sound corporate governance practices. The Governance Disclosure Rule requires that, if management of an issuer solicits proxies from its security holders for the purpose of electing directors, specified disclosure of its corporate governance practices must be included in its management information circular.

The Corporation and the Board recognize the importance of corporate governance to the effective management of the Corporation and to the protection of its employees and shareholders. The Corporation’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Corporation are effectively managed so as to enhance shareholder value. The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation’s affairs and in light of opportunities or risks which the Corporation faces. The directors are kept informed of the Corporation’s operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

The Corporation’s corporate governance practices have been and continue to be in compliance with applicable Canadian requirements. The Corporation continues to monitor developments in Canada with a view to further revising its governance policies and practices, as appropriate.

The following is the Corporation’s corporate governance information as required to be disclosed by TSXVE issuers pursuant to National Instrument 58-101F2:

Board of Directors

Independence of the Board

Three out of the four proposed directors are independent within the meaning of the Governance Guidelines and hold regularly scheduled meetings. Nabil Kassam is not independent as he serves as the Founder, Chair and Chief Executive Officer of the Corporation.

Other Public Company Directorships

No members of the Board are currently directors of any other reporting issuers.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The Board’s continuing education is typically derived from correspondence with the Corporation’s legal counsel to remain up to date with developments in relevant corporate and securities’ law matters. Additionally, historically Board members have been nominated who are familiar with the Corporation and the nature of its business.

Ethical Business Conduct

The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct; but does promote ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having a majority of its Board members independent of corporate matters.

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Nomination of Directors

The recruitment of new directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the entire Board.

Other Board Committees

The Board has established an Audit Committee, a Compensation Committee and an Investment Committee.

Assessments

Currently, the Board takes responsibility for monitoring and assessing its effectiveness and the performance of individual directors, its committees, including reviewing the Board’s decision-making processes and the quality of information provided by management, and among other things:

• overseeing strategic planning;

• monitoring the performance of the Corporation’s assets;

• evaluating the principal risks and opportunities associated with the Corporation’s business and overseeing the implementation of appropriate systems to manage these risks;

• approving specific acquisitions and divestitures;

• evaluating senior management; and

• overseeing the Corporation’s internal control and management information systems.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation's profile on the SEDAR website at www.sedar.com. Financial information relating to the Corporation is provided in the Corporation's comparative financial statements and management's discussion and analysis for the most recent fiscal year.

Shareholders may obtain a copy of the Corporation's financial statements and management's discussion and analysis upon request to the Corporation's Secretary at 365 Bay Street, Suite 800, Toronto, Ontario, M5H 2V1, attn: Noble Iron Secretary, Telephone 1 (800) 3611233, (519) 836-7073; Facsimile (519) 836-1738.

OTHER BUSINESS

The Board and management of the Corporation are not aware of any other matters that will be brought before the Meeting. If other matters are properly brought before the Meeting, it is the intention of the persons named in the enclosed proxy to vote the proxy on such matters in accordance with their judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this information circular have been approved, and the delivery of it to each member of the Corporation entitled thereto and to the appropriate regulatory agencies has been authorized by the Board of the Corporation.

DATED May 31, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF NOBLE IRON INC.

“Nabil Kassam”

Nabil Kassam

Founder, Chair & Chief Executive Officer

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SCHEDULE “A”

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Name

There shall be a committee of the Board of Directors (the “Board”) of Noble Iron Inc. (the “Corporation”) known as the Audit Committee (the “Committee”).

Purpose

The Committee has been established to assist the Board in fulfilling its oversight responsibilities and fiduciary obligations. The primary functions and areas of responsibility of the Committee are to:

• review, report and provide recommendations to the Board on the annual and interim consolidated financial statements and related Management’s Discussion and Analysis (“MD&A”);

• identify and monitor the management of the principal risks that could impact the financial reporting of the Corporation;

• make recommendations to the Board regarding the appointment, terms of engagement and compensation of the external auditor;

• monitor the integrity of the Corporation’s financial reporting process and system of internal controls regarding financial reporting and accounting compliance;

• oversee the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation;

• resolve disagreements between management and the external auditor regarding financial reporting;

• receive the report of the external auditors, who must report directly to the Committee; and

• provide an avenue of communication among the Corporation’s external auditors, management, and the Board.

Composition and Qualifications

All Committee members shall meet all applicable requirements prescribed under the Business Corporations Act (Ontario), as well as any requirements or guidelines prescribed from time to time under applicable securities legislation, including National Instrument 52110 as amended, restated or superseded. The Committee shall be comprised of not less than three Directors as determined from time to time by the Board.

Committee members shall be appointed by the Board on recommendation by the Corporate Governance and Nomination Committee. The Board shall designate the Chair of the Committee and in so doing shall consider any recommendation of the Corporate Governance and Nomination Committee. If a Chair is not designated or present at any meeting, the members of the Committee may designate a Chair by majority vote. The Chair shall have responsibility for ensuring that the Committee fulfills its mandate and duties effectively.

Each member of the Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board, following consultation with the Corporate Governance and Nomination Committee, may fill a vacancy at any time.

Meetings

The Committee shall meet at least four times annually, or more frequently as circumstances dictate, and at least once in each fiscal quarter. A schedule for each of the meetings shall be prepared and disseminated to Committee members prior to the start of each fiscal year. A majority of the members of the Committee shall constitute a quorum for meetings.

An agenda shall be prepared by the Chair of the Committee as far in advance of each meeting as reasonably practicable. Minutes of all meetings of the Committee shall be prepared as soon as possible following the meeting and submitted for approval at or prior to the next following meeting.

The Committee should meet privately at least once per year with senior management of the Corporation, the Corporation’s external auditors, and as a committee to discuss any matters that the Committee or any of these groups believe should be discussed.

Specific Responsibilities and Duties

Specific responsibilities and duties of the Committee shall include, without limitation, the following:

General Review Procedures

1. Review and reassess the adequacy of this Charter at least annually and submit any proposed amendments to the Board for approval.

2. Review the Corporation’s annual audited financial statements, related MD&A, and other documents prior to filing or distribution of such documents or issuing a press release in respect of the financial statements and MD&A. Review should include discussion with management and external auditors of significant issues regarding accounting principles, practices, and significant management estimates and judgments.

3. Annually, in consultation with management and external auditors, consider the integrity of the Corporation’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the external auditors and the internal auditing department together with management’s responses.

4. Review the effectiveness of the overall process for identifying the principal risks affecting financial reporting and provide the Committee’s views to the Board.

5. Review with financial management the Corporation’s quarterly financial results, related MD&A and other documents prior to the filing or distribution of such documents or issuing a press release in respect of the financial statements and MD&A. Discuss any significant changes to the Corporation’s accounting principles. The Chair of the Committee may represent the entire Committee for purposes of this review.

External Auditors

1. The external auditors are ultimately accountable to the Committee, as representatives of the shareholders. The external auditors must report directly to the Committee, who shall review the independence and performance of the auditors and annually recommend to the Board the appointment of the external auditors or approve any discharge of auditors when circumstances warrant. The Committee shall approve the compensation of the external auditors.

2. The Committee must pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities, unless such non-audit services are reasonably expected to constitute not more than five (5) percent of the total fees paid by the Corporation to the external auditor during the particular fiscal year, or if the Corporation did not recognize such services as non-audit services at the time of engagement. The pre-approval requirement will be satisfied if such non-audit services are promptly brought to the attention of the Committee prior to the completion of the audit and approved by the Committee, or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee. In addition, the Committee may satisfy the pre-approval requirement by adopting specific and detailed policies and procedures for the engagement of non-audit services, so long as the Committee is informed of each non-audit service and such procedures do not include delegation of the Committee’s responsibilities to management.

3. On an annual basis, the Committee should review and discuss with the external auditors all significant relationships they have with the Corporation that could impair the auditors’ independence.

4. Review the external auditors’ audit plan and discuss and approve the audit scope, staffing, locations, reliance upon management, and general audit approach.

5. Prior to releasing the year-end earnings, discuss the results of the audit with the external auditors. Discuss any matters that are required to be communicated to audit committees in accordance with the standards established by the Canadian Institute of Chartered Accountants.

6. Consider the external auditors’ judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in the Corporation’s financial reporting.

Internal Audit Department and Legal Compliance

1. Review and approve management’s decisions related to the need for internal auditing.

2. Review the mandate, budget, plan, changes in plan, activities, organizational structure and qualifications of the internal audit department, if such department is established.

3. Review the appointment, performance and replacement of the senior internal audit executive, if such position is created.

4. Review significant reports prepared by the internal audit department, if established, together with management’s response and follow-up to these reports.

5. On at least an annual basis, review with the Corporation’s counsel any legal matters that could have a significant impact on the organization’s financial statements, the Corporation’s compliance with applicable laws and regulations and inquiries received from regulators or governmental agencies.

Other Miscellaneous Responsibilities

1. Annually assess the effectiveness of the Committee against its Mandate and report the results of the assessment to the Board.

2. Prepare and disclose a summary of the Mandate to shareholders.

3. Perform any other activities consistent with this Mandate, the Corporation’s by-laws and governing law, as the Committee or the Board deems necessary or appropriate.

4. Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.

Authority

The Committee shall have the authority to:

1. delegate approval-granting authority to pre-approve non-audit services by the external auditor to one or more of its members;

2. engage independent counsel and other advisors as it determines necessary to carry out its duties;

3. set and pay the compensation for any advisors employed by the Committee;

4. communicate directly with the external auditors;

5. establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the Corporation regarding questionable accounting or auditing matters.

Reporting

The Committee shall report its deliberations and discussions regularly to the Board and shall submit to the Board the minutes of its meetings.

Resources

The Committee shall have full and unrestricted access to all of the Corporation’s books, records, facilities and personnel as well as the Corporation’s external auditors and shall have the authority, in its sole discretion, to conduct any investigation appropriate to fulfilling

its responsibilities. The Committee shall further have the authority to retain, at the Corporation’s expense, such special legal, accounting or other consultants or experts as it deems necessary in the performance of its duties and to request any officer or employee of the Corporation or the Corporation’s external counsel or auditors to attend a meeting of the Committee.

Limitation on the Oversight Role of the Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject.

Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives information, and the accuracy of the information provided to the Corporation by such persons or organizations.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations, each of which is the responsibility of management and the Corporation’s external auditors.

Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives information, and the accuracy of the information provided to the Corporation by such persons or organizations.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations, each of which is the responsibility of management and the Corporation’s external auditors.

SCHEDULE “B”

PLAN OF LIQUIDATION AND DISTRIBUTION

WHEREAS the Board of Directors of Noble Iron Inc. (the “Board”) has concluded that it is in the best interests of Noble Iron Inc. (“Noble Iron” or the “Corporation”) to be wound up voluntarily pursuant to the Business Corporations Act (Ontario) in accordance with the terms of this Liquidation Plan (as defined below);

AND WHEREAS the Board has passed a resolution authorizing the Corporation to seek shareholder approval for the winding up of the Corporation and hold an annual and special meeting of shareholders currently scheduled on or about July 12, 2023 (the “ Meeting ”) to, among other things, consider and vote to require the Corporation to be wound up voluntarily and, in connection therewith, approve this Liquidation Plan;

NOW THEREFORE THIS Liquidation Plan is adopted by the Board as of the last date set forth below, having the terms and conditions as set out herein.

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Liquidation Plan:

“Assets” means all of the property, assets and undertaking of Noble Iron;

“Board” has the meaning given to it in the recitals of this Liquidation Plan;

“Business Day” means a day, other than a Saturday or Sunday, on which banks are generally open for business in Toronto, Ontario;

“Calendar Day” means any day, including a Saturday, Sunday or statutory holiday in Toronto, Ontario;

“Canadian Dollars” or “CDN$” means dollars denominated in lawful currency of Canada;

“Claim” means

(a) any right of any Person against Noble Iron in connection with any indebtedness, liability or obligation of any kind of Noble Iron and any interest accrued thereon or costs payable in respect thereof, whether liquidated, unliquidated, reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, present, future, known or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including any claim made or asserted against Noble Iron through or against any subsidiary, affiliate or associate, or any right or ability of any Person to advance a claim for contribution or indemnity or otherwise with respect to any matter, action, cause or chose in action, whether existing at present or commenced in the future with respect to any matter, action, cause or chose in action; and

(b) any existing or future right of any Person against any one or more of the Directors which arose or arises as a result of such Director's position, supervision, management or involvement as a Director or otherwise in any other capacity in connection with Noble Iron whether such right, or the circumstances giving rise to it, arose before or after the Effective Date and whether enforceable in any civil, administrative or criminal proceeding;

“Clearance Certificates” means, as applicable:

(c) a certificate issued by the Minister pursuant to subsection 159(2) of the Income Tax Act, R.S.C. 1952, c. 148 (the “ITA”), or any equivalent thereto, certifying that all amounts for which Noble Iron is, or can reasonably be expected to become, liable under the ITA and the Taxation Act, 2007, S.O. 2007, c. 11, Sched. A, up to and including the date of distribution have been paid, or that the Minister has otherwise accepted security for payment;

(d) a certificate issued by the Minister pursuant to subsection 23(5) of the Canada Pension Plan, R.S.C. 1985, c. C-8 (the “CPP”), or any equivalent thereto, certifying that all amounts for which Noble Iron is liable under the CPP up to and including the date of distribution, have been paid or that security for the payment thereof has been accepted by the Minister;

(e) a certificate issued by the Minister pursuant to subsection 86(3) of the Employment Insurance Act,

S.C. 1996, c. 23 (the “EIA”), or any equivalent thereto, certifying the payment, or acceptance by the Minister of security for payment, of all amounts for which Noble Iron is liable under the EIA up to and including the date of distribution;

(f) a certificate issued by the Minister pursuant to subsection 81(1) of the Excise Tax Act, R.S.C. 1985, c. E-15 (the “ETA”), or any equivalent thereto, certifying that no tax, penalty, interest or other sum under the ETA, chargeable against or payable by the Liquidator or chargeable against or payable in respect of the Assets, remains unpaid or that security for the payment thereof has, in accordance with section 80.1 of the ETA, been accepted by the Minister;

(g) a certificate issued by the Minister pursuant to subsection 270(3) of the ETA, or any equivalent thereto, certifying that all amounts payable or remittable under Part IX of the ETA by Noble Iron in respect of the reporting period during which the distribution is made or any previous reporting period, and all amounts that are, or can reasonably be expected to become, payable or remittable under Part IX of the ETA by the Liquidator in respect of the reporting period during which the distribution is made, has been paid or that security for the payment thereof has been accepted by the Minister;

(h) a certificate issued by the Ontario Minister of Finance pursuant to subsection 19(2) of the Employer Health Tax Act, R.S.O. 1990, C. E. 11 (the “EHTA”), or any equivalent thereto, certifying that all taxes, interest and penalties that have been assessed under the EHTA and are chargeable against or payable out of the property of Noble Iron have been paid or that security for the payment thereof in a form acceptable to the Ontario Minister of Finance has been given; and

(i) a certificate issued by pursuant to subsection 107(2) of the Corporations Tax Act, R.S.O. 1990, C.40 (“CTA”), or any equivalent thereto, certifying that all taxes, interest, penalties and other amounts payable by Noble Iron under the CTA have been paid or that security for the payment thereof in a form acceptable to the Ontario Minister of Finance has been given under section 103 of the CTA;

“Common Shares” means the common shares in the capital of Noble Iron;

“Court” means the Ontario Superior Court of Justice (Commercial List);

“Creditor” means any Person with a Claim;

“Directors” means all individuals who were, on or at any time before the Effective Date, directors or officers of Noble Iron, and the term “Director” shall mean any one of them;

“Dissolution Date” means the date on which the Corporation is dissolved pursuant to the OBCA or by order of the Court;

“Effective Date” means the date of the passing of the Resolution;

“Employees” means the employees of Noble Iron;

“Governmental Authority” means any nation or government, any province, state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or any Legal Requirement and any corporation or other entity owned or controlled, through capital stock or otherwise by any of the foregoing; “Inspectors” has the meaning given to it in Section 6.1;

“Noble Iron” or the “Corporation” has the meaning given to it in the recitals of this Liquidation Plan;

“Legal Requirement” means any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator, court, Governmental Authority or securities exchange and, with respect to any Person, includes all such Legal Requirements applicable or binding upon such Person, its business or the ownership or use of any of its assets;

“Liquidator” means the Person appointed from time to time pursuant to Sections 4.1, 4.5, or 4.6 in its capacity as liquidator of Noble Iron including, for greater certainty, any professional restructuring and advisory firm appointed by the Board in accordance with Section 4.1(b);

“Liquidation Date” means the date on which the Shareholders pass the Resolution;

“Liquidation Plan” means this plan of liquidation and distribution as it may be amended, modified, supplemented, restated or otherwise modified in accordance with its terms;

“Minister” means the Minister of National Revenue;

“OBCA” means the Business Corporations Act (Ontario);

“OBCA Director” means the Director appointed under Section 278 of the OBCA;

“Person” means any individual, partnership, limited partnership, joint venture, trust, corporation, unincorporated organization, government, agency, regulatory body or instrumentality thereof, legal personal representative or litigation guardian, or any other judicial entity howsoever designated or constituted domiciled;

“Public Trustee” means the Public Guardian and Trustee pursuant to the Public Guardian and Trustee Act, R.S.O. 1990, Chapter P.51;

“Resolution” means the special resolution of the Shareholders authorizing the voluntary winding up of Noble Iron made in accordance with the OBCA and approving this Liquidation Plan;

“Shareholders” means all holders of Common Shares shown from time to time in the registers maintained by or on behalf of Noble Iron by the Transfer Agent in respect of the Common Shares and, unless otherwise specified, includes all beneficial owners of Common Shares;

“Tax Return” means any report, return or other information required to be supplied to a taxing authority in connection with (a) all taxes, charges, fees, levies and other assessments (whether federal, provincial, local or foreign), including income, gross receipts, excise, property, sales, use, transfer, license, payroll, franchise, withholding, social security and unemployment taxes, and (b) any interest, penalties and additions related to the foregoing;

“Transfer Agent” means Computershare Trust Company, as transfer agent for the Common Shares of the Corporation;

“TSXV” means the TSX Venture Exchange; and

“US Dollars” or “US$” means dollars denominated in lawful currency of the United States.

1.2 Certain Rules of Interpretation

In this Liquidation Plan and the Schedules hereto:

(a) all references to currency are to Canadian Dollars, except as otherwise expressly indicated;

(b) the division of this Liquidation Plan into articles, sections, subsections and clauses and the insertion of headings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Liquidation Plan. The terms “this Liquidation Plan”, “hereof”, “hereunder”, “herein” and similar expressions refer to this Liquidation Plan and not to any particular article, section, subsection or clause and include any plan supplemental hereto. Unless otherwise indicated, any reference in this Liquidation Plan to an article, section, subsection, clause or schedule refers to the specified article, section, subsection, clause or schedule of or to this Liquidation Plan;

(c) the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Liquidation Plan or a schedule hereto to such Person (or Persons) or circumstances as the context otherwise permits;

(d) the words “includes” and “including” and similar terms of inclusion shall not, unless expressly modified by the words “only” or “solely”, be construed as terms of limitation, but rather shall mean “includes without limitation” and “including without limitation”, so that references to included matters shall be regarded as illustrative without being either characterizing or exhaustive;

(e) unless otherwise specified, all references to time herein and in any document issued pursuant hereto mean local time in Toronto, Ontario and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m., on such Business Day. Unless otherwise specified, the time period within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next succeeding Business Day if the last day of the period is not a Business Day. Whenever any payment to be made or action to be taken under this Liquidation Plan is required to be made or to be taken on a day other than a Business Day, such payment shall be made or action taken on the next succeeding Business Day;

(f) unless otherwise specified, where any reference to an event occurring within any number of “days” appears in this Liquidation Plan, such reference means Calendar Days and not Business Days; and

(g) unless otherwise provided, any reference to a statute, or other enactment of parliament or a legislature includes all regulations made thereunder, all enactments to or re-enactments of such statute or regulations in force from time to time, and, if applicable, any statute or regulation that supplements or supersedes such statute or regulation.

ARTICLE 2 PURPOSE OF THE PLAN

2.1 Purpose

The purpose of this Liquidation Plan is to provide for a plan of liquidation and distribution of the Assets, payment or settlement of all Claims and dissolution of the Corporation.

2.2 Commencement of Winding Up

The voluntary winding up of the Corporation shall commence on and as of the Effective Date.

• 2.3 Affected Persons

This Liquidation Plan will be implemented under the OBCA and, as of the Effective Date, will be binding on the Corporation, the Directors, the Inspectors, the Liquidator and the Shareholders in accordance with its terms. On the Liquidation Date, each Shareholder shall be deemed to have consented and agreed to all of the provisions of this Liquidation Plan in their entirety.

ARTICLE 3 EFFECT OF PLAN

3.1 Share Transfers

On and after the Effective Date, to the extent permitted by the TSXV and the Liquidator, the Common Shares will continue to trade on the TSXV until such time as the Liquidator determines otherwise in accordance with Section 4.2(d).

3.2 Corporation to Cease Business

On and as of the Effective Date, the Corporation shall cease to carry on its undertaking, except in so far as may be required as beneficial for the winding up thereof in the discretion of the Liquidator, but its corporate existence and all its corporate powers, even if it is otherwise provided by its articles or by-laws, shall continue until its affairs are wound up.

ARTICLE 4 THE LIQUIDATOR

4.1 Appointment of Liquidator

(a) On and as of the Effective Date, the Board is hereby appointed as the liquidator of the estate and effects of the Corporation for the purpose of winding up its business and affairs and distributing its Assets, after satisfying all Claims, all in accordance with the terms of this Liquidation Plan, and who shall serve until removal and replacement in accordance with this Liquidation Plan (such initial liquidator and any successor liquidator, the “Liquidator”). The Liquidator shall be the agent and attorney-in-fact of the Corporation and shall act for and on behalf of the Corporation with the authority to enter into agreements and execute documents for and on behalf of the Corporation in such capacity pursuant to the powers and obligations of the Liquidator as contained in this Liquidation Plan or as otherwise provided under the OBCA.

(b) In its sole discretion, at a time to be determined by the Board an accounting firm or professional restructuring and advisory firm or any other competent entity may be appointed by resolution of the majority of the Board as successor Liquidator to the Board.

4.2 Mandatory Obligations of the Liquidator

The Liquidator is expressly directed, empowered and authorized to, and shall:

(a) deposit all money that the Liquidator has belonging to the Corporation and amounting to $100 or more in any bank of Canada listed in Schedule I or II to the Bank Act (Canada) or in any trust corporation or loan corporation that is registered under the Loan and Trust Corporations Act or in any other depository approved by the Court, and as approved by the Inspectors (if applicable), which deposit shall not be made in the name of the Liquidator individually, but shall be a separate deposit account in the Liquidator's name as Liquidator of the Corporation and in the name of the Inspectors (if applicable), and such money shall be withdrawn only by

order for payment signed in accordance with such signing authorities as may be determined by the Liquidator in consultation with the Inspectors (if applicable);

(b) at every meeting of the Shareholders, produce a pass-book, or statement of account showing the amount of the deposits, the dates at which they were made, the amounts withdrawn and the dates of withdrawal, and mention of such production shall be made in the minutes of the meeting, and the absence of such mention shall be admissible in evidence as proof, in the absence of evidence to the contrary, that the pass-book or statement of account was not produced at the meeting;

(c) forthwith after the Effective Date, maintain the listing of the Common Shares on the TSXV (and the Liquidator hereby consents to the continued trading of the Common Shares on the TSXV subject to compliance with the listing requirements of the TSXV);

(d) implement the de-listing of the Common Shares from trading on the TSXV and provide at least two weeks advance notice to the Shareholders by press release, filed at www.SEDAR.com and generally disseminated within Canada, of the date on which the Common Shares shall cease trading and whereupon, pursuant to Section 198 of the OBCA, all transfers of Common Shares thereafter shall be void unless made with the explicit sanction of the Liquidator;

(e) with the approval of the Inspectors (if applicable), pay or otherwise satisfy all Claims from the Assets;

(f) after satisfying all Claims, distribute the remaining Assets rateably among the registered Shareholders according to their rights and interests in the Corporation;

(g) cause to be filed with the appropriate Governmental Authority all Tax Returns required to be filed by Noble Iron, its subsidiaries and, if necessary, any trusts or special purpose entities for which Noble Iron continues to have responsibility under applicable Legal Requirements;

(h) remit all taxes required to be remitted by Noble Iron in accordance with all applicable statutes, all outstanding CPP contributions and EIA premiums, including any associated interest and penalties and obtain the Clearance Certificates;

(i) cause to be filed with the appropriate Governmental Authority all financial statements and reports required to be filed by Noble Iron;

(j) maintain the continuous disclosure requirements applicable to the Corporation under all applicable securities laws;

(k) after their appointment in accordance with Section 6.1, meet with the Inspectors regularly and call such meetings by providing at least two days written notice to the Inspectors which notice period may be waived by such Inspectors in their discretion;

(l) subject to the approval of the Inspectors (if applicable), maintain appropriate director and officer insurance in place for the Liquidator and the Inspectors (if applicable); and

(m) make up an account showing the manner in which the winding up has been conducted and the Assets disposed of, and thereupon shall call a meeting of the Shareholders for the purpose of having the account laid before them and hearing any explanation that may be given by the Liquidator, and the meeting shall be called in the manner prescribed by the articles or by-laws of the Corporation or, in default thereof, in the manner prescribed by the OBCA for the calling of meetings of shareholders, and within ten days after the meeting is held file a notice in the prescribed form under the OBCA with the OBCA Director stating that the meeting was held and the date thereof and shall forthwith publish the notice in The Ontario Gazette.

4.3 Discretionary Powers of the Liquidator

The Liquidator is expressly empowered and authorized, but not obligated, to do any of the following:

(a) with the prior approval of the Inspectors (if applicable), bring or defend any action, suit or prosecution, or other legal proceedings, civil or criminal, in the name and on behalf of the Corporation, provided that the Inspectors (if applicable), in their sole discretion, may determine to oversee and manage the administration of any such proceedings and, if the Inspectors so determine, the Inspectors (and not the Liquidator) shall have full carriage of the administration and management of such proceedings (which may include any proceedings with respect to any Claim) including the ability to settle or otherwise compromise any or all of the matters subject to such proceedings;

(b) carry on the business of the Corporation so far as may be required as beneficial for the winding up of the Corporation, including the sale of the Corporation;

(c) sell any of the Assets by public auction or private sale or, where applicable, through a stock exchange, and receive payment of the purchase price either in cash or otherwise;

(d) do all acts and execute, in the name and on behalf of the Corporation, all documents, and for that purpose use the seal of the Corporation, if any;

• (e) draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the Corporation;

• (f) raise upon the security of the Assets any requisite money;

• (g) call meetings of the Shareholders for any purpose the Liquidator thinks fit;

(h) with the approval of the Shareholders or the Inspectors (if applicable), make such compromise or other arrangement as the Liquidator thinks expedient with any Creditor or person claiming to be a Creditor or having or alleging that he, she or it has a Claim whereby the Corporation may be rendered liable;

(i) with the approval of the Shareholders or the Inspectors (if applicable), compromise all debts and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, liquidated or unliquidated, subsisting or supposed to subsist between the Corporation and any contributory, alleged contributory or other debtor or person who may be liable to the Corporation and all questions in any way relating to or affecting the Assets, or the winding up of the Corporation, upon the receipt of such sums payable at such times and generally upon such terms as are agreed, and the Liquidator may take any security for the discharge of such debts or liabilities and give a complete discharge in respect thereof;

(j) at any time, make an application to the Court under Section 207 of the OBCA to have the liquidation of the Corporation supervised by the Court if the Liquidator considers such an application advisable under the circumstances then existing;

(k) at any time after the affairs of the Corporation have been fully wound up, make an application to the Court for an order dissolving the Corporation;

(l) make or cause to be made, from time to time, any interim distributions or distributions in kind of portions of the Assets to the registered Shareholders rateably among the registered Shareholders according to their rights and interests in the Corporation, as considered appropriate and approved by the Inspectors, and while maintaining such reserves as are reasonably necessary to provide for all Claims;

(m) at any time after the Effective Date, request the Transfer Agent to refrain from making any changes to the registers maintained by the Transfer Agent in respect of the Common Shares, except to the extent necessary as a result of the continued trading of the Common Shares on the TSXV;

(n) wind up or dissolve all wholly-owned subsidiaries of the Corporation; and

(o) do and execute all such other things as are necessary for winding up the business and affairs of the Corporation and distributing the Assets.

4.4 Reporting Obligations

The Liquidator shall report to the Shareholders at such times and intervals as the Liquidator may deem appropriate with respect to matters relating to the Assets, Noble Iron and such other matters as may be relevant to this Liquidation Plan.

4.5 Removal of the Liquidator

The Liquidator may be removed by:

• (a) order of the Court;

• (b) resolution of the majority of the Inspectors (if applicable); or

(c) ordinary resolution of the Shareholders at a meeting called for the purpose of removing the Liquidator, but only if such order of the Court or resolution of Shareholders or Inspectors (if applicable) appoints another liquidator in the Liquidator's stead which successor liquidator shall become the Liquidator under this Liquidation Plan.

4.6 Resignation of the Liquidator and Filling Vacancy

If the Liquidator resigns, then a successor liquidator shall be appointed by resolution of the majority of Inspectors, by ordinary resolution of the Shareholders at a meeting called for the purpose of appointing a successor liquidator, or by order of the Court, and such successor liquidator shall become the Liquidator under this Liquidation Plan.

4.7 Fees of the Liquidator

The Liquidator shall be paid its reasonable fees and disbursements, at such rates as are agreed in writing with the Inspectors (if applicable), from the Assets as and when the Liquidator renders an account to the Corporation and such account is approved by the Inspectors (if applicable). With the agreement of the Liquidator (if applicable), amendments to the terms of the Liquidator's engagement may be made if the Inspectors approve of such amendments. Pursuant to Section 222 of the OBCA, the costs, charges and expenses of the winding up, including the remuneration of the Liquidator, are payable out of the Assets in priority to all other Claims.

4.8 Indemnity

The Corporation hereby releases, holds harmless, and indemnifies the Liquidator from and against all liabilities, claims and costs of any nature arising from the Liquidator's execution of this Liquidation Plan, save and except any such liabilities, claims or costs arising as a result of the Liquidator's fraud, gross negligence or wilful misconduct.

ARTICLE 5 TERMINATION OF EMPLOYEES

5.1 Termination of Employment

All Employees shall be terminated on the Effective Date, other than those Employees who are requested by the Liquidator to remain in service and assist in the implementation of this Liquidation Plan and agree to do so which Employees shall remain Employees of the Corporation.

5.2 Employment Agreements

In connection with the termination of all Employees, Noble Iron shall honour and fully comply with all existing agreements with such Employees.

ARTICLE 6 INSPECTORS

6.1 Appointment of Inspectors

Concurrent with the appointment by the Board of any professional restructuring and advisory firm as successor Liquidator in accordance with Section 4.1(b), each of Nabil Kassam, Mariam Chaudhry and Mary Van Santvoort are hereby appointed as inspectors of the Corporation's liquidation pursuant to Section 194 of the OBCA (the “Inspectors”).

6.2 Approval of Inspectors

For any action or inaction which requires the approval of the Inspectors under this Liquidation Plan or the OBCA, such approval shall exist if a majority of the Inspectors approve of the action or inaction by vote at a meeting of Inspectors or otherwise by written resolution signed by a majority of the Inspectors.

6.3 Meetings of Inspectors

The Liquidator or any one of the Inspectors may call a meeting of Inspectors by providing all of the Inspectors with two days written notice of such meeting, which notice may be waived by the Inspectors in their discretion. Such meetings may be held by teleconference. Quorum for any meeting of Inspectors shall be a majority of the Inspectors. Each of the Inspectors shall have one vote at any such meetings. The Liquidator shall have no vote at such meetings but may chair such meetings with the approval of a majority of the Inspectors. Where the Liquidator is not in attendance at such meetings, the Inspectors may decide among themselves which one shall act as chair of the meeting.

6.4 Removal of Inspectors

An Inspector may be removed by:

• (a) order of the Court; or

• (b) ordinary resolution of the Shareholders at a meeting called for the purpose of removing an Inspector.

6.5 Filing Vacancies of Inspectors

There shall always be at least one Inspector and not more than three Inspectors at any time. Any vacancy in the number of permissible Inspectors may be filled by election by the majority of remaining Inspectors.

6.6 Remuneration of Inspectors

The compensation paid to Inspectors shall be the hourly rates or per diem fees as determined in consultation with the Liquidator. Inspectors shall also be reimbursed for their reasonable expenses and shall participate in the insurance arrangement, if any, described in Section 4.2(l).

6.7 Indemnity

The Corporation hereby releases, holds harmless, and indemnifies the Inspectors from and against all liabilities, claims and costs of any nature arising from the Inspector's actions as an Inspector under the Liquidation Plan and pursuant to the OBCA, save and except any such liabilities, claims or costs arising as a result of the Inspector's fraud, gross negligence or wilful misconduct.

ARTICLE 7 DISTRIBUTIONS

7.1 Delivery of Distribution to Shareholders

Unless otherwise directed, distributions to registered Shareholders shall be made by the Liquidator at the addresses set forth in the registers maintained by the Transfer Agent in respect of the Common Shares as at the date of any such distribution, or if applicable, and to the extent differing from the foregoing, at the address of such registered Shareholder's respective legal representatives, in trust for such registered Shareholder. Beneficial holders of Common Shares shall be entitled to receive distributions only through the applicable registered Shareholder on the registers maintained by the Transfer Agent in respect of the Common Shares.

7.2 Undeliverable Distributions to Shareholders

Where the Liquidator is unable to distribute rateably the Assets among the registered Shareholders because a registered Shareholder is unknown or a registered Shareholder's whereabouts is unknown, the share of the Assets of such registered Shareholder may, by agreement with the Public Trustee, be delivered or conveyed by the Liquidator to the Public Trustee to be held in trust for the registered Shareholder, and such delivery or conveyance shall be deemed to be a distribution to that registered Shareholder of his, her or its rateable share for the purpose of this Liquidation Plan.

7.3 Interim Distributions

Any distributions to registered Shareholders (other than any final distribution on the cancellation of the Common Shares) shall be either as a reduction of stated capital, subject to satisfying the applicable solvency tests in the OBCA, or as a dividend. The determination as to whether or not to make any such interim distribution and whether or not any such interim distribution is made as a reduction of stated capital or as a dividend shall be made by the Liquidator or the Inspectors (if applicable).

ARTICLE 8 COMPLETION OF THE LIQUIDATION PLAN

8.1 Discharge of Liquidator and Inspectors

At the Dissolution Date, the Liquidator and Inspectors shall be discharged and shall have no further obligations or responsibilities, except only with respect to any remaining duties or power required to implement and give effect to the terms of this Liquidation Plan.

ARTICLE 9 GENERAL PROVISIONS

9.1 Liquidation Plan Amendment

(a) The Liquidator and Inspectors (if applicable) may, at any time prior to the Dissolution Date, agree to amend, modify and/or supplement this Liquidation Plan without the approval of the Shareholders, (i) in order to correct any clerical or typographical error, (ii) as required to maintain the validity or effectiveness of this Liquidation Plan as a result of any change in any Legal Requirement, or (iii) in order to make any change that in the opinion of the Liquidator and the Inspectors (if applicable) is administrative in nature and does not materially change the terms of this Liquidation Plan.

(b) Subject to the ability of the Liquidator and Inspectors (if applicable) to agree to amend, modify and/or supplement or amend this Liquidation Plan without the approval of the Shareholders as provided in Section 9.1(a), the Liquidator and Inspectors (if applicable) reserve the right, at any time prior to the Dissolution Date, to amend, modify and/or supplement this Liquidation Plan, provided that any such amendment, modification or supplement shall not be effective until approved by a special resolution of the Shareholders at a meeting of Shareholders called for the purposes of approving such amendment, modification or supplement.

9.2 Severability

In the event that any provision in this Liquidation Plan is held by the Court to be invalid, void or unenforceable, the Court shall have the power to alter and interpret such term or provision to make it valid and enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered and interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Liquidation Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.

9.3 Paramountcy

From and after the Liquidation Date, any conflict between: (A) this Liquidation Plan; and (B) any information summary in respect of this Liquidation Plan, or the covenants, warranties, representations, terms, conditions, provisions or obligations, express or implied, of any contract, document or agreement, written or oral, and any and all amendments and supplements thereto existing between Noble Iron and any of the Shareholders, Directors, Liquidator, and Inspectors as at the Liquidation Date, will be deemed to be governed by the terms, conditions and provisions of this Liquidation Plan, which shall take precedence and priority.

9.4 Responsibilities of the Liquidator

The Liquidator will have only those powers granted to it by this Liquidation Plan, by the OBCA and by any order of the Court.

9.5 Notices

Any notice or communication to be delivered hereunder shall be in writing and shall reference this Liquidation Plan and may, subject as hereinafter provided, be made or given by personal delivery, by fax, courier or e-mail addressed to the respective parties as follows:

(i) if to a Shareholder:

at the addresses set forth in the securities register kept at the Transfer Agent;

(ii) if to a Creditor:

at the addresses set forth in the books and records of the Corporation or the proofs of claim filed by such Creditor

(iii) if to the Liquidator or the Inspectors:

Suite 800 Wildeboer Dellelce Place 365 Bay Street Toronto, Ontario M5H 2V1

Attention: Nabil Kassam Fax: 416.361.1790 E-mail: nabil@nobleiron.com

or to such other address as any party may from time to time notify the others in accordance with this Section 9.5. All such notices and communications which are delivered shall be deemed to have been received on the date of delivery. Any such notices and communications which are faxed shall be deemed to be received on the date faxed if sent before 5:00 p.m. Eastern Standard Time on a Business Day and otherwise shall be deemed to be received on the Business Day next following the day upon which such fax was sent. Any notice or other communication sent by mail shall be deemed to have been received on the fifth Business Day after the date of mailing. The unintentional failure by the Liquidator to give a notice contemplated hereunder shall not invalidate any action taken by any Person pursuant to this Liquidation Plan.

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9.6 Governing Law

This Liquidation Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of laws. All questions as to the interpretation or application of this Liquidation Plan and all proceedings taken in connection with this Liquidation Plan and its provisions shall be subject to the exclusive jurisdiction of the Court.

The foregoing Liquidation Plan being adopted by the Board as of the 31[st] day of May, 2023.

DATED the 31[st] day of May, 2023.

BY ORDER OF THE BOARD

“ Nabil Kassam ” Nabil Kassam Founder, Chairman & CEO