DIRTT announces completion of C$35 million convertible debenture bought deal financing
01 Dezember 2021 - 2:22PM
DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”)
(TSX:DRT, NASDAQ:DRTT), an interior construction company that uses
proprietary software to design, manufacture and install fully
customizable environments, is pleased to announce the successful
closing of the issue and sale of C$35 million aggregate principal
amount of 6.25% convertible unsecured subordinated debentures (the
"Debentures"). The Debentures were offered to the public (the
“Offering”) through a syndicate of underwriters (the
"Underwriters") led by National Bank Financial Inc. The Company has
also granted the Underwriters an over-allotment option to purchase
up to an additional C$5.25 million aggregate principal amount of
Debentures on the same terms, exercisable in whole or in part at
any time up to the 30
th day following the closing
of the Offering.
The Company intends to use a portion of the net
proceeds of the Offering, together with cash reserves on hand, to
fund its anticipated 2022 capital expenditure program of
approximately US$7.0 million, comprised of approximately US$2.5
million related to refreshes of DIRTT Experience Centers, continued
enhancement of the Company’s customer relationship management
system and website redesign, approximately US$2.5 million on
software development and approximately US$2.0 million on
manufacturing and other capital upgrades. The remaining net
proceeds of the Offering are expected to be used, initially, to
support the continued funding of the Company’s manufacturing and
commercial activities as the COVID-19 pandemic recovery occurs, and
to provide incremental liquidity to support the Company’s
operations and growth objectives.
The Debentures were offered in Canada (excluding
Quebec) pursuant to a short form prospectus under Canadian law and
in the United States pursuant to a shelf registration statement on
Form S-3 (File No. 333-251660) previously filed with the U.S.
Securities and Exchange Commission (the “SEC”), and in certain
other jurisdictions as were agreed by the Underwriters and the
Company. Offers, solicitations and sales of the Debentures or
common shares of DIRTT are made only by means of the prospectus
supplement to the shelf registration statement on Form S-3 in the
United States and the short form prospectus in Canada (excluding
Quebec). The U.S. prospectus supplement and Canadian short form
prospectus relating to, and describing the terms of, the Offering
are filed with and available on the SEC’s website at www.sec.gov
and SEDAR at sedar.com, as applicable. Electronic copies of the
U.S. prospectus supplement and Canadian short form prospectus, may
also be obtained by contacting National Bank Financial Inc. at 130
King Street West, Suite 3200, Toronto, ON M5X 1J9, by telephone at
(416)-869-6534 or e-mail at ECM-Origination@nbc.ca.
The Debentures will be listed on the Toronto
Stock Exchange under the symbol “DRT.DB.A”.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
ABOUT DIRTT
DIRTT is a building process powered by
technology. The Company uses its proprietary ICE® software to
design, manufacture and install fully customized interior
environments. The technology drives DIRTT’s advanced manufacturing
and provides certainty on cost, schedule and the final result.
Complete interior spaces are constructed faster, cleaner and more
sustainably. DIRTT has manufacturing facilities in Phoenix, AZ,
Savannah, GA, Rock Hill, SC and Calgary, AB. The Company works with
distribution partners throughout North America. DIRTT trades on the
Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange
under the symbol “DRT.” For more information, visit
dirtt.com/investors.
FORWARD LOOKING STATEMENTS:
This news release contains forward-looking
information within the meaning of applicable securities
legislation, which reflects the Company's current expectations
regarding future events, including statements about the Offering
and the proposed use of proceeds. In some cases forward-looking
information can be identified by such terms as "will" and
"expected". Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties,
many of which are beyond the Company's control that could cause
actual results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. The
Company's estimates, beliefs and assumptions, which may prove to be
incorrect, including those relating to the Company's use of
proceeds from the Offering. The risks and uncertainties that may
affect forward-looking information include, but are not limited to,
market conditions, the effect of COVID-19 on the Company's
operations, business and financial results, and other factors
discussed under "Risks Factors" in the Company’s management's
discussion and analysis for the three and nine months ended
September 30, 2021 and in the Company's Annual Report on Form 10-K
for the year ended December 31, 2020, both of which are available
on SEDAR (www.sedar.com) and on the SEC’s website (www.sec.gov).
The Company does not undertake any obligation to update such
forward-looking information, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable law. This forward-looking information speaks
only as of the date of this news release.
FOR MORE INFORMATION, PLEASE
CONTACT
Kim
MacEachern Investor
Relations,
DIRTT 403.618.4539kmaceachern@dirtt.com
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