Noble Iron : MD&A For The Three and Six Month Period Ended June 30 2022

MANAGEMENT'S DISCUSSION AND ANALYSIS ("MD&A")

For the Three- and Six-Month Period Ended June 30, 2022

Management's Discussion & Analysis for the Three and Six Month Period Ended June 30, 2022

Basis of Presentation:

The following discussion of the financial condition and results of operations of Noble Iron Inc. ("Noble Iron," or the "Company") should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements for the three- and six-month period ended June 30, 2022 and 2021, which were prepared under International Financial Reporting Standards ("IFRS") using Noble Iron Inc.'s functional currency of Canadian dollars. This MD&A has been prepared as of August 29, 2022 to help investors understand the financial performance of the Company and to provide information that management believes is relevant for an assessment and understanding of the business, risks, opportunities and performance measures of the Company. We have prepared this document in conjunction with our broader responsibilities for the accuracy and reliability of the financial statements and the development and maintenance of appropriate internal controls in our efforts to ensure that the financial information is complete and reliable. The Company's Board of Directors has reviewed this document and all other publicly reported financial information for integrity, usefulness and consistency.

Additional information about the Company, including copies of the Company's continuous disclosure materials, is available at www.nobleiron.com or under the Company's profile on SEDAR at www.SEDAR.com. The Company maintains its registered head office in Ontario, Canada, with executive management based in California, USA. The Company's Investor Relations department can be reached at 1 [phone]. The information on the Company's website is not considered to be a part of this MD&A.

Forward Looking Statements:

This document may contain forward-looking statements that reflect the Company's current expectations regarding future events. The forward-looking statements are often, but not always, identified by the use of 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. These forward-looking statements involve risk and uncertainties, any of which could cause actual results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. The reader should consult the Company's ongoing public filings available on www.SEDAR.comunder the Company's profile for additional information on risks and uncertainties relating to these forward-looking statements. The reader 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, unless required by law.

Non-IFRS Measure:

The term "Adjusted EBITDA" used in this MD&A refers to net earnings (loss) before interest expense, income taxes, depreciation, amortization, acquisition expenses, stock-based compensation, severances, foreign exchange, lease termination payments and other extraordinary and non-recurring items. The Company believes that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by the Company's main business activities prior to taking into consideration how those activities are financed and taxed and also prior to taking into consideration the other items listed above. The MD&A presents adjusted EBITDA, as a non-IFRS financial measure, to assist readers in understanding the Company's performance during the period under discussion herein. Please refer to table 2 on page 5 of this MD&A for a reconciliation of Adjusted EBITDA to the "Issuer's GAAP" (as such term is defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards). This non-IFRS measure does not have any standardized meaning and is therefore unlikely to be comparable to similar measures presented by other issuers and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

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Management's Discussion & Analysis for the Three and Six Month Period Ended June 30, 2022

Overview:

The Company (TSX Venture Exchange ("TSXV") symbol "NIR") operated in the software business, selling cloud-based and on-premise software for construction and industrial equipment owners and users.

The Company operated under the name "Texada Software." Texada Software offers cloud or client-based software for equipment rental companies, equipment dealerships, construction companies, contractors, and customers who own or use construction or industrial equipment. Texada Software develops software applications to manage the equipment ownership lifecycle, including equipment purchasing, rental and sales transactions, inventory management, maintenance, depreciation tracking as well as used equipment sales, disposal and inventory replenishment.

On April 18, 2022, the Company announced it had entered into an agreement to sell its Texada Software business to an arm's length third party. On June 30, 2022 the Company closed this transaction. Accordingly, the results of operations and the gain/loss from the disposal are presented as discontinued operations separate from the continuing operations. The Company does not have any other operating business.

Prior to the sale, the Company was focused on investing in scaling its software business by developing and deploying Software- as-a-Service (SaaS) products to existing and new customers in various construction and industrial service sectors. The Company's strategy involved establishing a platform ecosystem, comprised of multiple software applications and services, to make our customers' work easy and instant. The strategy included developing software products and new service offerings internally, as well as exploring acquisitions, partnerships, and other investment initiatives.

The Company is subject to a number of risks and uncertainties. With the sale of its software operations, the Company has generated sufficient cash to fund its operations for the foreseeable future.

Recent Developments:

During the first two quarters of 2022, the Company continued to invest in the development of its software products and the growth of its customer base.

On April 18, 2022, the Company announced it had entered into an agreement to sell its Texada Software business to a San Francisco based private equity firm; Banneker Partners. The transaction was completed and closed on June 30, 2022.

Description of the Company's Business:

Enterprise Asset Management Software

Texada Software's revenues are primarily derived from recurring license revenues that include user license fees, server license fees, Software-as-a-Service ("SaaS") subscription fees, contract development and upgrade fees and payment processing revenue through its platform. In addition to these fees, Texada Software generates maintenance and service revenue. The Company's products are generally licensed under single-year or multi-year terms, both of which are arranged to automatically renew. Maintenance fee arrangements generally include ongoing customer support and rights to certain product updates.

Service revenue consists of professional fees charged for product training, consulting and implementation and programming services. Contract revenue is derived from contracts for the development of custom applications. Customers typically purchase a combination of software, maintenance and professional services.

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Management's Discussion & Analysis for the Three and Six Month Period Ended June 30, 2022

The Company's Markets:

Following the sale of the Texada Software business, the Company does not currently have any active business operations and therefor does not operate in any markets. As part of the sale transaction of the Texada Software business, the Company invested $4.2 million of the proceeds of the sale to acquire an approximate 7.4% of the outstanding equity interest in BP Tex Parent, LP ("BP Tex LP"), which acquired the Texada Software business. This equity interest is subject to dilution in the event BP Tex LP issues additional equity. While the Company has the right to appoint one director to the Board of BP Tex LP (as long as it continues to own at least 70% of the equity interest in BP Tex LP it originally purchased on closing), the Company no longer controls management of the Texada Software business. The following is a description of the markets in which the Company operated prior to the sale of the Texada Software business.

Equipment Asset Management Software

Customers in the North American construction equipment rental sector currently account for approximately 81% of the Company's software revenue. It is estimated that there are more than 30,000 companies worldwide that rent various types of equipment, 17,000 of which conduct business in the United States and Canada and 2,000 in Asia Pacific.

The market for rental management software has existed for over 30 years, and management estimates there are more than 200 providers of rental management software to the three primary segments of the rental market. Most companies in this sector are private companies, making it difficult to accurately assess the size of this market.

Industry and economic factors

Over the first six months of 2022, no significant broader industry or economic factors had any material impact on the Company's performance. The Company's view is that the rising trend of the rental market in construction, industrial and other applications and the increased demand for going paperless and streamlining processes in the industry will cause the Company's current customer base to further grow and will also usher in new entrants into the rental industry, yielding a growing market for the Company's software offerings.

COVID-19

The COVID-19 pandemic continues to present a source of economic uncertainty to the Company. These uncertain economic conditions may adversely impact the financial performance of the Company. Since December 31, 2019, the outbreak of the novel strain of coronavirus called SARS-CoV-2, which causes COVID-19, has resulted in governments worldwide enacting emergency measures including closure of businesses and construction sites resulting in a global economic slowdown.

Operationally, the Company is equipped and has implemented technology and procedures that has enabled our employees to work remotely for an indefinite amount of time with minimal disruption to the Company's operations. By leveraging online meeting tools, team members can communicate directly with users and customers without being onsite. Even though remote working did create a challenge, the Company utilized screen sharing and meeting recording tools to allow the client services team to keep and share recordings of the session to which the customer is able to refer to later. The team has managed to successfully implement its products for large clients on a fully remote basis.

Since it is not possible to accurately assess the magnitude, outcome or duration of the COVID-19 crisis, the outlook over the next period is uncertain and depends heavily on the actions taken by governments to contain it or treat its impact. Therefore, we cannot predict the full impact of COVID-19 on the Company's operations and growth.

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Management's Discussion & Analysis for the Three and Six Month Period Ended June 30, 2022

2022 and 2021 Business Developments:

Company Results

The Company's objectives during the first two quarters of 2022 included the ongoing migration of its existing customers from customized software products to its current standard cloud-based version, converting on-premise software clients to Texada's SaaS cloud-based offering, as well as developing and marketing specific software products, mobile applications and support capabilities. With the release of Texada Pay, a fully integrated payment processing workflow, the Company directed marketing and sales resources to inform existing and new customers about this offering and services resources to implement Texada Pay across all of its customer segments. The Company also invested in additional software development, marketing and sales resources to further expand the software customer base and to serve existing customers with new products and services.

On June 30, 2022, the Company's wholly owned subsidiary, RentOnTheDot, completed a share purchase and an asset purchase agreement with Banneker Partners, selling 100% of its shares in the indirectly wholly owned subsidiary, Systematic Computer Services Corporation and 100% of the assets of the directly owned Australian subsidiary, Texada Software Pty Ltd comprising the entirety of the Company's software operations. As part of the transaction, Noble Iron Inc. invested $4.2 million into BP Tex LP, the new parent company of Texada Software, to acquire an approximate 7.4% equity interest in BP Tex LP.

Consolidated Financial Highlights from Operations

Table 1:

		Six Months Ended		Three Months Ended
Consolidated Financial Highlights
(000's except EPS)
		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Revenue	$	3,722	$	3,259	$	1,946	$	1,677
Cost of revenue		(319)		(238)		(190)		(150)
Expenses, interest, and taxes		(5,182)		(3,013)		(3,526)		(1,500)
Gain on discontinued operations, net of tax		34,288		-		34,288		-
Net income (loss)	$	32,509	$	8	$	32,518	$	27
Adjusted EBITDA*		35,805		153		35,703		109
(Loss) Income per share from continuing operations-
basic and diluted		($0.07)		$0.00		($0.06)		$0.00
Income per share from discontinued operations- basic
and diluted		$1.26		$0.00		$1.26		$0.00
		As at		As at
		June 30, 2025	December 31, 2021
Total Assets		42,545		6,326
Total Current Liabilities		5,245		960
Total Non-Current Liabilities		-		230
Total Shareholders Equity		37,300		5,136

* Adjusted EBITDA is a non-IFRS measure and is discussed in the "Introduction - Non-IFRS Measure" section of the MD&A.

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