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Issuer Free Writing Prospectus dated November 21, 2023
Filed pursuant to Rule 433 Under the Securities Act of 1933
Relating to the Preliminary Prospectus dated November 21, 2023
Registration Statement No. 333-275172 |
This free writing prospectus relates only to, and should be read together with, the preliminary prospectus dated
November 21, 2023 included in Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-275172) of DIRTT Environmental Solutions Ltd., which may be accessed through the following link:
https://www.sec.gov/Archives/edgar/data/1340476/000119312523281178/d576166ds1a.htm
RIGHTS OFFERING NOTICE
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
Notice to security holders November 21, 2023
The purpose of this notice (Notice) is to advise holders of common shares (Common Shares) of DIRTT Environmental
Solutions Ltd. (DIRTT or the Company) of an offering by the Company of transferable rights (Rights) to subscribe for Common Shares (the Offering).
Further information regarding the Offering is provided in our rights offering circular dated November 21, 2023. See Item 8 below.
In addition, the Company has filed a registration statement on Form S-1 (File
No. 333-275172) (the U.S. Registration Statement) containing a prospectus (the U.S. Prospectus) with respect to the Offering to which this Notice relates with the
United States Securities and Exchange Commission (the SEC) under the United States Securities Act of 1933. Before you invest, you should read the U.S. Prospectus and other documents the Company has filed and will file with the SEC
for more complete information about the Company and this Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company will arrange to send you the U.S. Prospectus if you request it by
contacting the Companys investor relations group by email at ir@dirtt.com or 1-800-605-6707. As of the date hereof,
the U.S. Registration Statement relating to the Offering has been filed with the SEC but has not yet become effective, and the securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes
effective.
Reference in this Notice to we, our, us and similar terms means DIRTT. Reference in this Notice to
you, your and similar terms mean shareholders of the Company.
1. |
Who can participate in the rights offering? |
Rights will be distributed, at no charge, to holders of Common Shares of record as of the close of business on December 12, 2023 (the Record
Date) in an Eligible Jurisdiction (as defined below) or who is an Approved Holder (as defined below). Rights holders may participate in the Offering by exercising Rights and subscribing for Common Shares thereunder. If you are resident in
or otherwise subject to securities laws of the United States (U.S.), you should read the U.S. Prospectus, available on the SECs website at www.sec.gov.
2. |
Who is eligible to receive and exercise rights? |
The Rights are being offered to holders of our Common Shares as of the close of business on the Record Date residing in each of the provinces and territories
of Canada and in all states in the United States, except for the state of Arizona or states where registration under applicable state securities or blue sky laws is not yet effective (being California, Illinois, New York and Ohio as of
the date hereof) (the Eligible Jurisdictions). Shareholders not resident in Eligible Jurisdictions (Ineligible Holders) that are able to establish to the Companys satisfaction, in its sole discretion, not
later than December 22, 2023, that an offering to and subscription by such holder of Rights and Common Shares, respectively, is lawful and in compliance with all securities and other laws applicable in the Eligible Jurisdictions and in the
jurisdiction where such Ineligible Holder is resident and would not require that the Company file any document, take any proceeding, make any application, obtain any approval, give any notice or make any payment, in each case of any kind or nature
whatsoever, including by delivering a representation letter in the form presented by the Company (an Approved Holder), will be eligible to receive Rights.
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