Transition to Early Warning Requirements in Respect of DIRTT Environmental Solutions Ltd. and Early Warning Report Issued Pursuant to NI 62-103 for Shaun Noll
San Francisco, California--(Newsfile Corp. - January 18, 2024) - NOLL, SHAUN announced today that he has ceased filing reports in accordance with the alternative monthly reporting system under Part 4 of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") for DIRTT Environmental Solutions Ltd. (the "DIRTT" or the "Issuer"). This press release is also being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues ("NI 62-103") in connection with the filing of an early warning report by Mr. Noll in connection with a transaction involving the common shares of DIRTT ("Shares").
On January 9, 2023, DIRTT announced the closing of its previously announced rights offering to its common shareholders ("Rights Offering") pursuant to which DIRTT issued 85,714,285 Shares at a price of C$0.35 per Share for aggregate gross proceeds of C$30,000,000. Based on the DIRTT's announcement, subsequent to the close of the Rights Offering, there were 191,091,952 Shares issued and outstanding.
Mr. Noll owns Shares in his personal name and has been delegated power to vote and dispose of Shares held by WWT Opportunity #1 LLC ("WWT"), a Delaware limited liability company. WWT and Mr. Noll (together, the "Reporting Persons") together acquired an aggregate amount of 31,185,364 Shares through the Rights Offering, representing approximately 16.3% of the outstanding Shares, for an aggregate amount of C$10,914,877.40 in consideration for such Shares.
Immediately before the closing of the Rights Offering, the Reporting Persons, held or were deemed to hold, an aggregate amount of 22,195,389 Shares, representing approximately 21.2% of the then outstanding Shares.
Following the closing of the Rights Offering, the Reporting Persons own 53,380,753 Shares, representing approximately 27.9% of the outstanding Shares.
The Subject Shares were acquired for investment purposes. Each of the Reporting Persons (directly or through advisors) may from time to time conduct analyses and engage in discussions with some or all of the Issuer's Board of Directors (the "Board"), management, other shareholders, and other interested third parties, concerning the business, assets, capitalization, financial condition, operations, governance, management, and strategic future plans of the Issuer, all of which could relate to or result in one or more of the following types of transactions: (a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) a change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill existing vacancies on the board; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration; or (j) any action similar to any of those enumerated above.
Each of the Reporting Persons at any time in the future depending on various factors, including without limitation the outcome of any analyses and discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to such Reporting Person, conditions in the securities market and general economic and industry conditions, take such actions with respect to its ownership of Shares as such Reporting Person deems appropriate, including: (i) acquiring additional Shares and/or other equity or other securities of the Issuer (or derivative or other instruments that are based upon or relate to the value thereof) (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities.
Except as set forth herein, the Reporting Persons have no plans and have made no proposals: (i) to cause a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ii) to cause a class of equity securities of the issuer becoming eligible for termination of registration; (iii) concerning the matters described in paragraphs (a)-(g) above; or (iv) any action similar to any of those enumerated in this paragraph.
As a result of these continued activities and as a result of increasing his shareholdings in DIRTT in connection with the closing of DIRTT's previously announced rights offering, Mr. Noll has elected to discontinue filing under the alternative monthly reporting system under NI 62-103.
A report on Form 62-103F2 - Required Disclosure by an Eligible Institutional Investor under Section 4.3 of National Instrument 62-103 will be filed by Mr. Noll in accordance with applicable securities laws and will be available under DIRTT's profile at www.sedarplus.ca.
A report on Form 62-103F1 - Required Disclosure under the Early Warning Requirements will be filed by Mr. Noll in accordance with applicable securities laws and will be available under DIRTT's profile at www.sedarplus.ca.
DIRTT's head office is located at 7303 - 30th Street S.E., Calgary, Alberta, Canada, T2C 1N6. Mr. Noll's address is 55 Spear Street, 42nd Floor, San Francisco, California, USA, 94105. WWT has a registered office at 1440 Plymouth Ave, San Francisco, California, USA, 94112.
Mr. Noll may purchase further Shares in ordinary course transactions on the TSX. Mr. Noll reserves the right to sell its Shares at any time.
FOR MORE INFORMATION
For further information or to receive a copy of the report filed in connection with this press release, please see DIRTT's profile on the SEDAR at www.sedarplus.ca or contact Mr. Noll at (415) 284-7486.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/194809
