Seattle, Washington--(Newsfile Corp. - March 22, 2024) - 22NW Fund, LP ("22NW") announced today that it has entered into a support and standstill agreement (the "Support Agreement") with DIRTT Environmental Solutions Ltd. ("DIRTT"). Pursuant to the Support Agreement:
- 22NW has agreed to support DIRTT's nominees for election as directors at DIRTT's 2024 and 2025 annual general meetings.
- 22NW has agreed to not initiate a take-over bid for DIRTT as long as DIRTT's shareholder rights plan (the "Rights Plan"), adopted and announced by DIRTT today, remains in effect.
22NW believes that these initiatives will help provide ongoing stability for DIRTT as it continues to execute it business strategy and serve the long-term interests of DIRTT and DIRTT's board of directors (the "Board"), employees and all of its shareholders. As DIRTT's largest shareholder, 22NW has welcomed the opportunity to work with the Board in order to provide its support to strengthen DIRTT's governance mechanisms.
22NW owns 49,955,045 common shares of DIRTT ("Shares"), representing 26.14% of the issued and outstanding Shares. 22NW and joint actors own 57,429,665 Shares, representing 30.05% of the issued and outstanding Shares. 22NW also owns debentures of DIRTT ("Debentures") which are convertible into Shares. Upon the conversion of all of the Debentures owned by 22NW into Shares, 22NW would own an additional 8,440,252 Shares, representing 4.23% of the issued and outstanding Shares. When aggregated with the Shares currently owned by 22NW, 22NW would own 58,395,297 Shares upon conversion of all of the Debentures it owns, and 22NW and joint actors would then own 65,869,917 Shares, representing 33.01% of the issued and outstanding Shares.
FOR MORE INFORMATION
For further information or to receive a copy of the report filed in connection with this press release, as well as copies of the Support Agreement and Rights Plan, please see DIRTT's profile on the SEDAR website (http://www.sedar.com) and its US filings that are available at no charge on the Securities and Exchange Commission's website (http://sec.gov), or contact Aron English at 206-227-3078 or info@englishcap.com.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/202855
SOURCE: 22NW Fund, LP
