Noble Iron : MDA For The Three And Six Months Ended June 30 2021

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

For the Three and Six Months Ended June 30, 2021

Management's Discussion & Analysis for the Three and Six Months Ended June 30, 2021

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 months ended June 30, 2021 and 2020, 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 27, 2021 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, including the difficulty in predicting acceptance of and demands for new products and services, the impact of the products, services and pricing strategies of competitors, delays in developing and launching new products and services, fluctuations in operating results and other risks, any of which could cause actual results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. There are many inherent risks in the industry in which the Company operates. 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 extra ordinary 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 in 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 Months Ended June 30, 2021

Overview:

The Company (TSX Venture Exchange symbol "NIR") continues to develop and sell cloud-based and on-premise software for construction and industrial equipment owners and users.

The Company is 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 involves establishing a platform ecosystem, comprised of multiple software applications and services, to make our customers' work easy and instant. The strategy includes developing software products and new service offerings internally, as well as exploring acquisitions, partnerships, and other investment initiatives.

The Company operates 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. Following the sale of the equipment rental and dealership operations, the Company's sole operating business is currently in software. Since May 5, 2017, the Company has focused on investing in its software business, and has expanded its software resources with additional engineering, sales and marketing investment in Canada and the United States. The Company plans to further develop and deploy its existing software applications, including SRM (Systematic Rental Management), and new products such as FleetLogic, Gateway, Texada Pay, Texada Analytics and E-signature. The Company also plans to consider additional strategic opportunities in addition to software.

The Company is subject to a number of risks and uncertainties associated with the achievement of sustainable profitability. The Company has incurred net losses and used significant cash in its operating activities since incorporation. Before the sale of its California rental operations the Company relied on external financing, primarily through debt and private equity financing. With the sale of its California operations, the Company generated sufficient cash from the sale to fund its operations and to establish its infrastructure.

Recent Developments:

Over the course of 2020, the Company released its "electronic signature" application to customers globally, which provides the ability to capture signatures electronically so that documents can be digitally signed, submitted and stored. ERS Caterpillar, which selected the Company as its equipment rental software provider in 2019, went live in May 2020. The Company expanded its Caterpillar dealership customer base by signing Milton CAT in the third quarter of 2020. As of the date of this MD&A, Milton CAT has been fully implemented and will be using Texada's SRM, FleetLogic mobile field service and logistics application, GateWay e-commerce suite and Texada Pay in all of their locations.

During the first two quarters of 2021, the Company continued to invest in the development of its software products and the growth of its customer base.

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 Months Ended June 30, 2021

The Company's Markets:

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.

Management's view is that the increased adoption of cloud-based software and mobile applications among the Company's existing and target software customers presents significant growth opportunities.

Industry and economic factors

Over the course of 2020 and the first six months of 2021, 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 operations and the financial performance of the Company and its customers. 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. If prolonged or intermittent regional and global closures of the Company's customer base operations continue, it could have an adverse effect on the Company's financial performance. Any closures, quarantines and labor shortages affecting the Company's customers may adversely impact the Company's revenues and cash flows.

As of the date of this MD&A, the Company anticipates an upward trend for companies to increase the use of the Company's cloud software solution both through conversion of on-premise customers to the cloud offerings and through uptake of new customers and expects that its products may gain additional traction in the foreseeable future due to the upward trend in the rental industry and the additional infrastructure spending in the United States. The Company continues to work closely with suppliers and customers to meet their requirements during this period; however, there can be no assurances that the Company will continue to see increased demand, nor be able to fully supply that demand.

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. Training users using this method has proven to be effective, allowing for smaller sessions more often at a much lower cost to the customer and Texada. Historically, the client services team would be onsite to implement and train new users to successfully on-board a new customer and the customer would be live shortly thereafter. 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 and is in the process of replicating this with all current ongoing projects.

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. These may include the shelter-in-place directives, which, if extended even further, may impact the economies in which the Company operates or may operate in the future, as will as the rapidity and effectiveness of the roll-out of vaccines. 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 Months Ended June 30, 2021

2021 and 2020 Business Developments:

Company Results

The Company's objectives during the first six months of 2021 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 with regards to this offering and implementing 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.

The Company continues to focus on investing in developing and marketing new proprietary software, such as FleetLogic, Gateway, Texada Pay, Texada Analytics, and E-signature applications to provide seamless solutions to our customers.

Results from Continuing Operations:

Consolidated Financial Highlights from Continuing Operations

Table 1:

		Six Months Ended		Three Months Ended
Consolidated Financial Highlights
(000's except EPS)
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Revenue	$	3,259	$	2,894	$	1,677	$	1,538
Cost of revenue		(238)		(207)		(150)		(84)
Expenses, interest, and taxes		(3,013)		(2,751)		(1,500)		(1,054)
Net income / (loss)	$	8	$	(64)	$	27	$	400
Adjusted EBITDA*		153		(291)		109		320
Loss per share - basic and diluted		$0.00		$0.00		$0.00		$0.01
		As at		As at
		June 30, 2021		December 31, 2020
Total Assets		6,041		6,374
Total Current Liabilities		946		1,168
Total Non-Current Liabilities		232		251
Total Shareholders Equity		4,863		4,955

* 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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