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DIRTT Announces Share Repurchase

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DIRTT Environmental Solutions
DIRTT Environmental Solutions

CALGARY, Alberta, Feb. 14, 2025 (GLOBE NEWSWIRE) -- DIRTT Environmental Solutions Ltd. ("DIRTT" or the "Company") (TSX: DRT; OTC: DRTTF), a leader in industrialized construction, announced today that it has entered into a share repurchase agreement (the "Repurchase Agreement") with NGEN III, LP ("NGEN"), to purchase for cancellation 3,920,844 common shares of DIRTT (“Common Shares”) currently held by NGEN (the “NGEN Shares”) at a purchase price of USD$0.80 per NGEN Share (the “Share Repurchase”), which is a discount to the current market price. Upon completion of the Share Repurchase, DIRTT will have 189,643,903 Common Shares outstanding, and NGEN will no longer hold any Common Shares.

Closing of the Share Repurchase will occur as soon as practicable, subject to the satisfaction of customary closing conditions. DIRTT will fund the Share Repurchase with cash on hand that had been marked for share repurchases under the NCIB (defined below). DIRTT remains well positioned to continue funding its ongoing strategic initiatives using cash on hand, operating cash flows and financing facilities available.

The Share Repurchase was overseen by a Special Committee of the board of directors (the “Board”) comprised of independent directors (the "Special Committee"). The Special Committee engaged KPMG LLP ("KPMG") to provide a verbal and written fairness opinion stating that, subject to the assumptions, limitations and qualifications therein, the consideration to be paid by DIRTT pursuant to the Repurchase Agreement is fair, from a financial point of view, to DIRTT (the "Fairness Opinion"). KPMG was paid a fixed fee for its services in connection with the Share Repurchase. After consideration and analysis of the Share Repurchase, other available alternatives, among other factors, and upon receipt of the Fairness Opinion, the Special Committee determined that the Share Repurchase was in the best interest of DIRTT and recommended the Board approve the transaction.

The NGEN Shares repurchased under the Share Repurchase will be counted against DIRTT’s annual normal course issuer bid share limit (the “NCIB Annual Limit”). Following completion of the Share Repurchase, the Company’s outstanding NCIB Annual Limit will be 3,422,494.

ABOUT DIRTT

DIRTT is a leader in industrialized construction. DIRTT’s system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes. DIRTT’s interior construction solutions are designed to be highly flexible and adaptable, enabling organizations to easily reconfigure their spaces as their needs evolve. DIRTT is headquartered in Calgary, AB Canada.