Noble Iron Announces Annual and Special Meeting of Shareholders

Toronto, Ontario--(Newsfile Corp. - June 19, 2023) - Noble Iron Inc. (TSXV: NIR.H) ("Noble Iron", or the "Company") is pleased to announce that it has called an annual and special meeting of shareholders (the "Meeting") to be held on July 12, 2023. The record date for determining shareholders entitled to receive notice of and vote at the Meeting has been set as May 16, 2023. At the Meeting, in addition to general business such as the election of directors and the appointment of auditors, shareholders will be asked to approve a special resolution authoring the voluntary liquidation and dissolution of Noble Iron (the "Winding Up"), which proceedings are expected to include the distribution of cash (the "Distribution") to shareholders in one or more instalments as part of the Winding Up. The shareholders will also be asked to approve the delisting of its common shares from the TSX Venture Exchange (the "TSXV") and the application to the Ontario Securities Commission and other applicable securities regulators to cease being a reporting issuer, both in due course, as part of the Winding Up. In all cases, the Winding Up and related resolutions will grant to the board of directors of the Company the discretion to discontinue the Winding Up and related matters if the board determines it is in the best interests of the Company to do so.

Noble Iron anticipates that an initial distribution of approximately 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, if any, will be made in one or more instalments following the satisfaction of all outstanding liabilities, including expenses of the Winding Up, and an assessment of available funds, if any, on a distribution date to be determined pursuant to the plan of liquidation and dissolution. Important information about the Meeting, the Winding Up and the anticipated distribution can be found in the management information circular that is being mailed to shareholders and posted to www.SEDAR.com under the Company's profile.

The Winding Up, the Distribution and related matters are subject to the receipt of all required consents and approvals, including the approval of the shareholders, the securities regulators and the TSXV and compliance with all applicable corporate and other laws. The Winding Up will proceed subject to the receipt of corporate, securities and tax laws advice. There can be no assurances any capital will be distributed to the shareholders by the Company. If a distribution of capital is implemented, there may be tax or other implications for shareholders. Shareholders are encouraged to consult their tax and legal advisors to determine the implications of the Winding Up and the Distribution to them.

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 approval of the Winding Up and the distribution of 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/170636