22:33:36 EST Fri 06 Feb 2026
Enter Symbol
or Name
USA
CA



DIRTT Environmental Solutions Ltd
Symbol DRT
Shares Issued 190,155,147
Close 2025-08-26 C$ 0.76
Market Cap C$ 144,517,912
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DIRTT Environmental renews debenture buyback

2025-08-26 17:29 ET - News Release

An anonymous director reports

DIRTT ANNOUNCES NORMAL COURSE ISSUER BID FOR DEBENTURES

The Toronto Stock Exchange has accepted DIRTT Environmental Solutions Ltd.'s notice of intention to renew its normal course issuer bid (NCIB) for DIRTT's 6.00 per cent convertible unsecured subordinated debentures due Jan. 31, 2026, and its 6.25 per cent convertible unsecured subordinated debentures due Dec. 31, 2026. The NCIB is expected to commence on Aug. 28, 2025, following the conclusion of the company's current NCIB, expiring on Aug. 27, 2025. The NCIB for the December debentures is expected to terminate on Aug. 27, 2026, and the NCIB for the January debentures is expected to terminate on Jan. 31, 2026, concurrent with the maturity day of the January debentures.

Under the renewed NCIB, DIRTT is permitted to acquire up to $1,656,900 principal amount of the January debentures and $1,493,500 principal amount of the December debentures, representing 10 per cent of the total public float of each series of debentures, being $16,569,000 principal amount of January debentures and $14,935,000 principal amount of the December debentures outstanding, respectively, as of Aug. 20, 2025. Except as permitted under the TSX rules, DIRTT will not purchase more than $99,092 principal amount of the January debentures or more than $350,552 principal amount of the December debentures on any given trading day. The daily purchase limit for the January debentures and the December debentures is approximately 25 per cent of $396,368 and $1,402,208, respectively, being the average daily trading volume of the January debentures and December debentures on the TSX for the six most recently completed calendar months, excluding all debentures purchased on the TSX under the 2024 NCIB. All purchases will be made on the open market through the facilities of the TSX and/or alternative Canadian trading systems, at the market price of such debentures at the time of acquisition, provided that no more than 5 per cent of the issued and outstanding debentures as of Aug. 28, 2025, will be purchased through the facilities of alternative Canadian trading systems. Any debentures acquired through the NCIB will be immediately cancelled. DIRTT believes that the NCIB provides it with the flexibility to use its capital to acquire debentures from time to time under the appropriate circumstances. Management's decisions regarding any debenture repurchases will be based on market conditions, the market price of the debentures and other factors.

Under the 2024 NCIB, the company sought and obtained approval from the TSX to purchase $1,664,200 principal amount of the January debentures and $1,558,700 principal amount of the December debentures. Since the commencement of the 2024 NCIB, the company has purchased $73,000 principal amount of January debentures and $652,000 principal amount of December debentures, respectively.

In connection with the NCIB, DIRTT expects to enter into an issuer repurchase plan agreement (IRPA) and an automatic repurchase plan agreement (ARPP) in relation to purchases made under the NCIB. The IRPA and ARPP have been precleared by the TSX and are expected to be implemented on Aug. 28, 2025. The ARPP is intended to facilitate repurchases of debentures under the NCIB at times when DIRTT would ordinarily not be permitted to make purchases due to regulatory restriction or customary self-imposed blackout periods. Before the commencement of any particular trading blackout period, and provided that DIRTT is not in possession of material non-public information about itself or its securities, DIRTT may, but is not required to, instruct its designated broker to make purchases of debentures under the NCIB during the ensuing blackout period in accordance with the terms of the ARPP. The timing and amount of such purchases will be determined by the designated broker at its sole discretion based on the purchasing parameters set by DIRTT, and in accordance with the rules of the TSX, applicable securities laws and the terms of the ARPP. All purchases of debentures made under the IRPA and ARPP will be included in determining the aggregate number of debentures purchased under the NCIB. If adopted, the ARPP will constitute an automatic securities purchase plan under applicable Canadian securities law and will be adopted in accordance with applicable U.S. securities laws, including the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934. Outside of predetermined blackout periods, debentures may be purchased under the NCIB based on management's discretion, subject to TSX rules and applicable securities laws in Canada and the United States.

About DIRTT Environmental Solutions Ltd.

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, health care, 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. Headquartered in Calgary, Alta., Canada, DIRTT trades on the TSX under the symbol DRT and on the OTCQX under the symbol DRTTF.

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