Noble Iron Inc. — Proxy Solicitation & Information Statement 2023

Jun 20, 2023

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Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on July 12, 2023

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 1:00 pm, EDT, on July 10, 2023.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone
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To Vote Using the Internet
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To Receive Documents Electronically
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• Call the number listed BELOW from a touch tone • Go to the following web site: • You can enroll to receive future securityholder telephone. www.investorvote.com communications electronically by visiting • Smartphone? www.investorcentre.com.

• 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of Noble Iron Inc. (the “Corporation”) OR Print the name of the person you are hereby appoint: Nabil Kassam, or failing this person, Mary Van Santvoort, or appointing if this person is someone failing this person, Mariam Chaudhry (the "Management Nominees") other than the Management Nominees listed herein.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held online at https:// wildlaw-ca.zoom.us/j/87080853060, on July 12, 2023 at 1:00 pm, EDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.Election of Directors For Withhold For Withhold	For	Withhold
01. Nabil Kassam 02. Aly G. Mawji 03. Mary Van Santvoort
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04. Paul Strachman
	For	Withhold
2.Appointment of Auditors
Appointment of RSM Canada LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
3.Winding Up and Liquidation Resolution	For	Against
TO CONSIDER, and if deemed advisable, approve as a special resolution, the full text of which is set forth in the accompanying Management
Information Circular, (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 included Management Information Circular, 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.
4.Delisting Resolution	For	Against
TO CONSIDER, and if deemed advisable, pass an ordinary resolution, the full text of which is set forth in the accompanying Management
Information 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.
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TO CONSIDER, and if deemed advisable, pass an ordinary resolution, the full text of which is set forth in the accompanying Management Information 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. 5. Reporting Issuer Status Resolution

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TO CONSIDER, and if deemed advisable, pass an ordinary resolution, the full text of which is set forth in the accompanying Management Information 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.

Signature of Proxyholder Signature(s) I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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Date

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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