DIRTT Environmental Solutions

TSX : DRT


DIRTT Environmental Solutions

May 28, 2014 16:15 ET

DIRTT Environmental Solutions Ltd. and Certain Shareholders Announce $16,177,866 Bought Deal Secondary Offering

CALGARY, ALBERTA--(Marketwired - May 28, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBERED HEREIN.

DIRTT Environmental Solutions Ltd. ("DIRTT" or the "Company") (TSX:DRT), Clean Technology Fund II, LP, Export Development Canada, Kayne Anderson Mezzanine Partners QP, L.P., Kayne Anderson Mezzanine Partners L.P. and KAMPO US, L.P. (such parties other than the Company collectively, the "Selling Shareholders") are pleased to announce that they have entered into an agreement whereby the Selling Shareholders will sell to a syndicate of underwriters (collectively, the "Underwriters") led by Raymond James Ltd., on a bought deal basis, an aggregate of 6,222,256 common shares of the Company currently owned by the Selling Shareholders or to be acquired by the Selling Shareholders on the exercise of rights in connection with securities held by the Selling Shareholders (the "Offering") at a price of $2.60 per share for aggregate gross proceeds to the Selling Shareholders of $16,177,866. In addition, the Underwriters have been granted an over-allotment option by the Selling Shareholders, exercisable on, and for a period of 30 days from closing to purchase up to an additional 933,338 common shares.

The Company will not receive any proceeds from the Offering.

The Selling Shareholders collectively currently own an equivalent of 20.1% of the issued and outstanding common shares of DIRTT (assuming conversion of all convertible securities held by the Selling Shareholders). The Selling Shareholders will, upon completion of the secondary offering, but before giving effect to the over-allotment option, own an equivalent of 11.7% of the issued and outstanding common shares of DIRTT (assuming conversion of all convertible securities held by the Selling Shareholders). Furthermore, the Offering will result in, among other things, the conversion of $4,482,546 principal amount of 14% senior subordinated convertible notes of the Company currently held by certain of the Selling Shareholders into 2,113,561 common shares.

A preliminary short form prospectus relating to the offering will be filed on or about June 3, 2014 with Canadian securities regulatory authorities in each of the provinces of Canada. Closing of the Offering is expected to occur on or about June 17, 2014 and is subject to certain conditions, including the approval of the Canadian securities regulatory authorities.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, which may be made only by means of the prospectus, nor shall there be any sale of the common shares in any state, province or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state, province or jurisdiction. The common shares being offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of such Act, unless they are unrestricted securities. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities nor shall there be any sale of the common shares in any State in which such offer, solicitation or sale would be unlawful.

About DIRTT

DIRTT Environmental Solutions (Doing It Right This Time) uses its proprietary 3D software to design, manufacture and install fully customized prefab interiors. DIRTT's customers in the corporate, government, education and healthcare sectors benefit from the Company's precise design and costing; rapid lead times with the highest levels of customization and flexibility; and faster, cleaner construction.

To find out more about DIRTT (TSX:DRT) please visit our website www.dirtt.net or contact us at ir@dirtt.net.

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