DIRTT Announces Normal Course Issuer Bid for Notes

CALGARY, Alberta, Aug. 26, 2024 (GLOBE NEWSWIRE) — DIRTT Environmental Solutions Ltd. (TSX: DRT; OTC: DRTTF) (“DIRTT” or the “Company”), a leader in industrial construction, announced today that the Toronto Stock Exchange (“TSX”) has accepted DIRTT’s notice of intention to commence a normal course issuer bid (the “NCIB”) for DIRTT’s 6.00% convertible unsecured subordinated debentures due January 31, 2026 (the “January Debentures”) and its 6.25% convertible unsecured subordinated debentures due December 31, 2026 (the “December Debentures” and, together with the January Debentures, the “Debentures”). The NCIB is expected to commence on August 28, 2024 and end on August 27, 2025.

Under the normal course issuer bid, DIRTT is authorized to purchase up to C$1,664,200 principal amount of January Debentures and C$1,558,700 principal amount of December Debentures, representing 10% of the aggregate public float of each series of Debentures, being C$16,642,000 principal amount of January Debentures and C$15,587,000 principal amount of December Debentures outstanding, respectively, as of August 22, 2024. Except as permitted by the rules of the TSX, DIRTT will not purchase more than C$111,507 principal amount of January Debentures or C$416,071 principal amount of December Debentures on any one trading day. The daily purchase limit for the January-December and December Debentures is approximately 25% of C$446,031 and C$1,664,285, respectively, being the average daily trading volume of the January and December Debentures on the TSX for the last six completed calendar months. All purchases will be made in the open market through the facilities of the TSX and/or other Canadian trading systems at the prevailing market price of such Debentures at the time of acquisition. All Debentures purchased under the normal course issuer bid will be immediately cancelled. DIRTT believes that the normal course issuer bid provides it with the flexibility to use its capital to purchase Debentures from time to time in appropriate circumstances. Management’s decisions regarding any repurchase of Debentures will be based on market conditions, the market price of the Debentures and other factors.

While DIRTT has not purchased any Notes pursuant to a normal course issuer bid in the past 12 months, the Company completed a substantial issuer bid and tender offer for the Notes on March 22, 2024, pursuant to which DIRTT purchased C$4,693,000 principal amount of the January Notes and C$5,775,000 principal amount of the December Notes for cancellation. As previously announced, DIRTT also purchased C$18,915,000 principal amount of the January Notes and C$13,638,000 principal amount of the December Notes from 22NW Fund, LP, DIRTT’s largest shareholder, in a private transaction on August 2, 2024.

In connection with the normal course issuer bid, DIRTT expects to enter into an issuer share purchase program agreement (“IRPA”) and an automatic purchase program agreement (“ARPP”) in connection with purchases made under the normal course issuer bid. The IRPA and ARPP have been pre-approved by the TSX and are expected to be implemented on August 28, 2024. The ARPP is intended to facilitate purchases of notes under the normal course issuer bid at times when DIRTT would not normally be permitted to make purchases due to regulatory restrictions or customary self-imposed trading blackout periods. Prior to the commencement of any particular trading blackout period, and provided that DIRTT is not in possession of material non-public information about itself or its securities, DIRTT may, but is not obligated to, direct its designated broker to make purchases of Notes under the normal course issuer bid during the ensuing blackout period in accordance with the terms of the ARPP. The timing and amount of such purchases will be determined by the designated broker in its sole discretion based on purchase parameters established by DIRTT and in accordance with the rules of the TSX, applicable securities laws and the terms of the ARPP. All purchases of Notes made pursuant to the IRPA and the ARPP will be included in determining the total number of Notes purchased under the normal course issuer bid. If adopted, the ARPP will constitute an “automatic securities purchase program” under applicable Canadian securities laws and will be adopted in accordance with applicable U.S. securities laws, including the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934. Outside of predetermined blackout periods, the Notes may be purchased under the normal course issuer bid at management’s discretion, subject to the rules of the TSX and applicable Canadian and U.S. securities laws.

ABOUT DIRTT

DIRTT is a leader in industrialized construction. DIRTT’s system of physical products and digital tools enables organizations, in collaboration with construction and design leaders, to create high-performing, adaptable interior environments. Operating in the workforce, healthcare, education and public sector markets, DIRTT’s system provides complete design freedom and greater certainty in cost, schedule and outcomes. DIRTT’s interior construction solutions are designed to be highly flexible and adaptable, allowing organizations to easily reconfigure their spaces as their needs evolve. Headquartered in Calgary, AB Canada, DIRTT is listed on the Toronto Stock Exchange under the symbol “DRT”.

FOR FURTHER INFORMATION PLEASE CONTACT

DIRTT Investor Relations at [email protected]

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934 and “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, included in this press release are forward-looking statements. When used in this press release, the words “anticipate,” “expect,” “intend,” “may,” “will,” “should,” “could,” the negatives thereof, variations thereof and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular, and without limitation, this press release contains forward-looking information regarding the normal course issuer bid, the principal amount of Debentures purchased under the normal course issuer bid, the method of purchase, the pricing and cancellation of the Debentures, and the reasons for and benefits of any purchases made under the normal course issuer bid.

Forward-looking statements are based on certain estimates, beliefs, expectations and assumptions made in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that may be appropriate. Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed or implied in such statements. Due to the risks, uncertainties and assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements. Factors that could have a material adverse effect on our business, financial condition, results of operations and growth prospects include, but are not limited to, the risks described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our subsequently filed Quarterly Reports on Form 10-Q and the Company’s other continuous disclosure filings available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Our past operating results are not necessarily indicative of our future results. You should not rely on forward-looking statements, which represent our beliefs, assumptions and estimates only as of the date they are made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even if circumstances may change in the future, except as required by applicable securities laws. We qualify all of our forward-looking statements with these cautionary statements.