Noble Iron Announces Results of Special Shareholder Meeting and Return of Capital

San Francisco, California--(Newsfile Corp. - December 8, 2022) - Noble Iron Inc. (TSXV: NIR) ("Noble Iron", or the "Company"), is pleased to announce that it received shareholder approval for its previously announced reduction in stated capital (please see the press releases of the Company dated October 14, 2022, and November 4, 2022 for more information). Over 71% of all of the outstanding shares were voted at the meeting, with 100% of such votes being in favour of the special resolution. Shareholder approval permits the Company's directors to set the effective date for the record and payment dates for the resulting $1.00 per common share return of capital to shareholders. The record date will be December 19, 2022 and the payment date will be December 23, 2022. The return of capital is expected to be generally more tax advantageous to shareholders than a dividend. The distribution to shareholders will be made in accordance with the "due bill" trading procedures mandated by the TSX Venture Exchange (the "TSXV") for large dividends and distributions. The purpose is to result in traded shares carrying the value of the $1.00 distribution until it is paid.

A due bill will notionally represent the $1.00 distribution that a holder of a Noble Iron share is entitled to receive. A due bill will attach to each share traded, from the trading day before the record date for the distribution until the date on which the distribution is paid. During this due bill trading period, the shares will trade on a "due bills basis". A seller of shares (who is prospectively entitled to the $1.00 distribution) will also sell to the purchaser the entitlement to the distribution (which is represented by the due bill attached to each share sold).

Key dates are:

  • The record date to determine shareholders entitled to receive the distribution will be December 19, 2022;

  • Due bill trading will commence on December 18, 2022 (one trading day before the record date, so that trades settling after the record date have due bills attached);

  • The payment date for the distribution will be December 23, 2022;

  • The ex-distribution date will be December 28, 2022 (the trading day after the payment date, so that trades on and after that date will not have due bills attached);

  • The redemption date used by CDS will be December 29, 2022.

All of the foregoing dates are subject to the approval of the TSXV.

The aggregate amount of the return of capital will be approximately $27,267,479. It will be funded from the Company's cash reserves realized from the sale of its Texada Software business. Please see the press release of the Company dated June 30, 2022, for more information. The Company's remaining cash reserves are expected to be sufficient to fund the Company going forward.

The Company currently intends to distribute additional capital to shareholders in 2023 upon the receipt of funds from the sale of the remaining equity in BP Tex LP (dba "Texada Software") (as previously announced in its press release dated October 31, 2022), and after the settlement of outstanding tax and other matters. Any further distributions will be subject to the amount of available capital, the provisions of the Business Corporations Act (Ontario) and the Income Tax Act (Canada) and the receipt of all regulatory, TSXV and shareholder approvals. There can be no assurances any such additional distributions will occur.

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 Reduction in Stated Capital and Return of Capital. 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. Management 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/147327