Noble Iron Completes Sale of Rollover Interest in Texada Software

Toronto, Ontario--(Newsfile Corp. - January 6, 2023) - Noble Iron Inc. (TSXV: NIR.H) ("Noble Iron", or the "Company"), further to its press release of October 31, 2022 (the "Previous Press Release"), is pleased to announce that it has completed the sale of the Preferred LP Interest that Noble Iron held in BP Tex Parent, LP ("BP Tex LP") to Banneker Partners Fund II, L.P. ("BP Fund"). The Company acquired the Preferred LP Interest in connection with the sale of the Texada Software Business to an affiliate of Banneker Partners ("Banneker"), a US-based private equity fund, as previously announced by the Company. BP Fund, an affiliate of Banneker, is the majority holder of Preferred LP Interests of BP Tex LP. BP Tex LP is the parent of the entity that acquired the Texada Software business from the Company.

The purchase price for the Preferred LP Interest was US$3,257,797.20 (the US$ equivalent of C$4,200,000.00 at the time Noble Iron acquired the Preferred LP Interest). The sale resulted in the Company receiving 100 cents on the dollar for its investment in the Preferred LP Interest in cash (less transaction expenses). Please see the Previous Press Release for further details regarding the terms of the sale of the Preferred LP Interest.

The sale of the Texada Software business constituted the sale of all of Noble Iron's operating activities. Following the sale, Noble Iron returned a total of $27,267,479, or $1.00 per share, to its shareholder with the payment date of December 23, 2022. The Board of Directors will assess the available options to return additional capital to its shareholders following the sale of the Preferred LP Interest. Any such options will be subject to the receipt of corporate, securities and tax laws advice, and will be subject to the receipt of all required shareholder, regulatory and TSXV approvals. There can be no assurances any additional capital will be returned to the shareholders by the Company. If a return of additional capital is implemented, there may be tax or other implications for shareholders.

About Noble Iron Inc.

Corporate communications contacts:

Mariam Chaudhry
Chief Financial Officer
t: (226) 962-2718
e: mariam.chaudhry@nobleiron.com

Nabil Kassam
Founder, Chairman & CEO
t: (650) 766-9177
e: nabil@nobleiron.com

Cautionary Note Regarding Forward-Looking Statements

This news release may contain forward-looking statements which reflect the Company's current expectations regarding future events, including in connection with the proposed return of additional capital to its shareholders. The forward-looking statements are often, but not always, identified using words such as "seek", "anticipate", "plan", "estimate", "expect", "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. The Company's ongoing securities laws filings should be consulted for additional information on risks and uncertainties relating to these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. The Company assumes no obligation to update or alter any forward-looking statements whether as a result of new information, further events or otherwise, other than as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/150490