CALGARY, ALBERTA--(Marketwired - May 11, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
DIRTT Environmental Solutions Ltd. ("DIRTT" or the "Company") (TSX:DRT), a leading technology-enabled designer, manufacturer and installer of fully customized, prefabricated interiors, announced today that it has entered into an agreement with a syndicate of underwriters led by Raymond James Ltd. (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 3,600,000 common shares of the Company (the "Common Shares") at a price of $8.35 per Common Share (the "Offering Price") for gross proceeds to the Company of $30,060,000 (the "Offering").
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 540,000 Common Shares at the Offering Price, exercisable in whole or in part at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional $4.5 million will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $34,569,000.
The Common Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close on or about June 4, 2015 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction 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 prefabricated interiors. The Company's customers in the corporate, government, education and healthcare sectors benefit from DIRTT's precise design and costing; rapid lead times with the highest levels of customization and flexibility; and faster, cleaner construction. DIRTT's manufacturing facilities are in Phoenix, Savannah, Kelowna and Calgary. DIRTT's teams support 98 Distribution Partners throughout North America, the Middle East and Asia.
Forward-Looking Statements
This release contains certain "forward looking statements" and certain "forward looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements include, but are not limited to, statements with respect to the use of proceeds and the timing of the completion of the Offering. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Company's periodic filings with Canadian securities regulators. These factors include uncertainties inherent to current capital markets, the ability to receive any required approvals or consents in connection with the Offering, the ability of DIRTT to satisfy the conditions of the Offering or otherwise close the Offering, and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.