Noble Iron Announces Results of Annual and Special Meeting of Shareholders

Toronto, Ontario--(Newsfile Corp. - July 12, 2023) - Noble Iron Inc. (TSXV: NIR.H) ("Noble Iron", or the "Company"), further to its press release of June 19, 2023, is pleased to announce the results of its annual and special meeting of shareholders (the "Meeting") held today. At the Meeting, the shareholders appointed RSM Canada LLP as auditors of the Company to hold office until the close of the next annual meeting of shareholders or until their successor is appointed, at such remuneration as may be fixed by the directors and elected the following persons to the Board of Directors: Nabil Kassam, Paul Strachman, Aly G. Mawji and Mary Van Santvoort.

The shareholders also approved a special resolution authorizing the voluntary liquidation and dissolution of Noble Iron (the "Winding Up"). Over 74% of the outstanding shares were voted at the meeting, with 100% of such shares being voted in favour of the Winding Up resolution. The Winding Up will commence immediately and will proceed in accordance with the provisions of the Business Corporations Act (Ontario) and the plan of liquidation and dissolution approved at the Meeting by the Shareholders. The Winding Up will include the distribution of cash to shareholders in one or more instalments. An initial distribution of $0.30 per share (the "Initial Distribution") by way of a return of capital is planned, which is expected to be completed in the third quarter 2023. The details of the Initial Distribution will be announced as they become available. Further distribution(s) 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 approved at the Meeting. Important information about the Meeting, the Winding Up and the anticipated distribution(s), including the plan of liquidation and dissolution, can be found in the management information circular prepared in connection with the Meeting which is available at www.SEDAR.com under the Company's profile.

In connection with the Winding Up, the shareholders also approved the delisting of its common shares from the TSX Venture Exchange (the "TSXV") and an 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 granted 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.

The Winding Up, the Initial Distribution and related matters are subject to the receipt of all required consents and approvals, including 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 with respect to the amount of capital to be distributed to the shareholders by the Company. There may be tax or other implications for shareholders of such distribution(s). Shareholders are encouraged to consult their tax and legal advisors to determine the implications of the Winding Up and the Initial 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, the Initial Distribution, any further distribution(s) of capital and all related matters. 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/173331