Seattle, Washington--(Newsfile Corp. - August 2, 2024) - 22NW Fund, LP ("22NW") announced today that it has entered into two agreements with DIRTT Environmental Solutions Ltd. ("DIRTT" or the "Company"), being a debt repurchase agreement (the "Repurchase Agreement") and a support and standstill agreement (the "Support Agreement").
Pursuant to the Repurchase Agreement, DIRTT has purchased from 22NW for cancellation an aggregate of C$18,915,000 principal amount of DIRTT's outstanding 6.00% convertible debentures due January 31, 2026 (the "January Debentures") at a purchase price of C$684.58 per C$1,000 principal amount of January Debentures and C$13,638,000 principal amount of DIRTT's outstanding 6.25% convertible debentures due December 31, 2026 (the "December Debentures" and together with the January Debentures, the "Debentures") at a purchase price of C$665.64 per C$1,000 principal amount of December Debentures, for an aggregate purchase price of C$22,104,591.45, inclusive of a cash payment for all accrued and unpaid interest up to, but excluding, the date of purchase of the Debentures.
22NW has entered into the Support Agreement with DIRTT and WWT Opportunity #1 LLC ("WWT"). The Support Agreement replaces the previously announced support and standstill agreement between DIRTT and 22NW entered into on March 22, 2024.
Pursuant to the Support Agreement, both 22NW and WWT have agreed to certain voting and standstill obligations, including voting in favor of the management director nominees at each of DIRTT's next two annual general meetings and voting in favor of the ratification of DIRTT's Amended and Restated Shareholder Rights Plan. Additionally, each of 22NW and WWT has the right to designate a director nominee at each of DIRTT's next two annual general meetings and are each subject to certain restrictions with respect to commencing a take-over bid for the Company. The Support Agreement also permits WWT to acquire up to 4,067,235 additional common shares of the Company ("Shares") through market purchases (representing approximately 2% of the issued and outstanding Shares), which will provide WWT with an opportunity to own the same number of Shares as 22NW and its joint actors. The Support Agreement otherwise prohibits each of 22NW and WWT from acquiring any additional Shares.
22NW owns 49,955,045 Shares, representing 26.14% of the issued and outstanding Shares. 22NW and joint actors own 57,452,441 Shares, representing 30.06% of the issued and outstanding Shares.
FOR MORE INFORMATION
For further information, the full text of the DIRTT press release as of August 2, 2024 or a copy of the Support Agreement and the Amended and Restated SRP, please see DIRTT's profile on the SEDAR+ website (http://www.sedarplus.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/218760
SOURCE: 22NW Fund, LP
