San Francisco, California--(Newsfile Corp. - August 6, 2024) - WWT Opportunity Fund #1 LLC ("WWT") announced today that it has entered into a Support and Standstill Agreement dated August 2, 2024 with DIRTT Environmental Solutions Ltd. ("DIRTT" or the "Issuer") and 22NW Fund, LP ("22NW"). 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 Shaun Noll ("Noll"). Noll delegated power to vote and dispose securities owned by WWT, including the common shares of DIRTT ("Shares") held by WWT.
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 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.
WWT owns own 53,370,894 Shares, representing approximately 27.8% of the outstanding Shares. Noll delegated power to vote and dispose securities owned by WWT, including the Shares held by WWT .
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.
A copy of the Support Agreement has been filed 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 principal business address is 1440 Plymouth Ave, San Francisco, CA 94112. WWT has a registered office at 1440 Plymouth Ave, San Francisco, California, USA, 94112.
Subject to the terms of the Support Agreement, Mr. Noll and/or WWT may purchase further Shares in ordinary course transactions on the TSX. Mr. Noll and WTT reserve the right to sell their 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/219102
SOURCE: 22NW Fund, LP
