Type S-1/A DIRTT ENVIRONMENTAL SOLU
The knowledge on this prospectus shouldn’t be full and could also be modified. We could not promote
these securities till the registration assertion filed with the Securities and Alternate Fee is efficient. This prospectus shouldn’t be a suggestion to promote these securities and it’s not soliciting a suggestion to purchase these securities in any state the place
the provide or sale shouldn’t be permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 21, 2023
DIRTT Environmental Options Ltd.
SUBSCRIPTION RIGHTS TO PURCHASE UP TO 85,714,285 SHARES
OF COMMON SHARES AT C$0.35 PER SHARE
DIRTT Environmental Options Ltd. (we, us, our, or the Firm) is distributing, at no cost,
to holders of our Widespread Shares (Widespread Shares) as of the shut of enterprise on December 12, 2023 (the File Date), transferable subscription rights (the Rights) to buy as much as an combination of 85,714,285 of our
Widespread Shares in Canada and the USA of America (the Providing). Though the Firm at the moment expects the File Date to be as of December 12, 2023, the File Date could also be modified previous to the graduation of the Providing. This
prospectus additionally registers, below the legal guidelines of the USA of America, the issuance of our Widespread Shares upon train of the Rights distributed to holders of Widespread Shares. If you’re a resident in or in any other case topic to the securities legal guidelines of
Canada, you must seek advice from the rights providing round (the Canadian Round) filed on our SEDAR+ profile at www.sedarplus.ca. Every holder will obtain one Proper for every Widespread Share owned by such holder on the shut of enterprise on
the File Date. Every Proper will entitle its holder to buy 0.81790023 Widespread Shares at a subscription value of C$0.35 per full share (the Subscription Value), exercisable for complete Widespread Shares solely on or earlier than 5:00 pm (Jap
Time) (the Expiration Time) on January 5, 2024 (the Expiration Date) (the Fundamental Subscription Privilege). In consequence, 1.22264301 Rights are required to subscribe for one complete Widespread Share.
The Firm expects to make use of the proceeds of the Providing to cut back its excellent indebtedness by any a number of of a number of means, together with
tender presents, open market or privately negotiated repurchases, or redemptions of its Debentures (as outlined herein), or via prepayments or reimbursement of mandatory working lease services and quantities excellent below the Leasing Amenities
(as outlined herein). The Firm additionally expects to make use of the proceeds of the Providing for normal company functions, which can embrace investments in its enterprise, funding potential future money wants or working losses, or funding working capital and
capital expenditure wants. See Use of Proceeds on this prospectus for an extra clarification of our meant use of proceeds from this Providing. If we promote all of the Widespread Shares being supplied on this Providing, we are going to obtain gross
proceeds of roughly C$30,000,000.
The Rights and the Widespread Shares issuable upon the train of the Rights (collectively, the
Supplied Securities) are anticipated to be listed on the Toronto Inventory Alternate (the TSX) below the image DRT.RT and DRT, respectively.
The Rights issued pursuant to this Providing will likely be granted and exercisable starting on or about December 12, 2023. The Rights will expire and
can have no worth if they aren’t exercised previous to the 5:00 pm (Jap Time) on January 5, 2024, the Expiration Date of this Providing. Computershare Investor Companies, Inc. (Computershare) will function the subscription agent within the
You need to fastidiously take into account whether or not to train your Rights earlier than the expiration of the Providing and overview fastidiously the
info contained in or integrated by reference on this prospectus and any accompanying prospectus complement or any free writing prospectus that we’ve approved to be used in reference to this Providing previous to exercising such Rights. All
workout routines of Rights are irrevocable as soon as they’re exercised. Our board of administrators (our Board) is making no suggestion concerning your train of the Rights. Holders who don’t take part within the Providing will proceed to personal the
identical variety of Widespread Shares. Holders who don’t subscribe for the best variety of shares permitted within the Providing will personal a smaller share of the entire Widespread Shares excellent if and to the extent different holders totally train their Fundamental
Subscription Privileges and Extra Subscription Privileges (as outlined herein) or within the Standby Commitments. Rights that aren’t exercised by the Expiration Time on the Expiration Date will expire and haven’t any worth.
For those who train your Fundamental Subscription Privilege in full (aside from these Rights to amass lower than one complete Widespread Share, which can’t be
exercised) and our different holders don’t totally train their Fundamental Subscription Privileges, you might also train a further subscription privilege (the Extra Subscription Privilege) to buy extra Widespread Shares not
issued below the Fundamental Subscription Privilege, topic to availability and professional rata allocation of shares amongst individuals exercising the Extra Subscription Privilege. No fractional Widespread Shares will likely be issued. The place any train of Rights would
in any other case entitle a holder of Rights to obtain fractional Widespread Shares, the shareholders entitlement will likely be lowered and rounded all the way down to the subsequent lowest complete variety of Widespread Shares, and the fraction shall be cancelled with none reimbursement
of capital or different consideration therefor.
The Firm has entered right into a Standby Buy Settlement, dated November 20, 2023 (the
Standby Buy Settlement), with every of 22NW (as outlined herein) and 726 (as outlined herein) (along with 22NW, the Standby Purchasers). As of the date hereof, 22NW (and its associates) and 726 (and its associates) maintain
23,136,229 and 18,255,664 issued and excellent Widespread Shares, representing roughly 22.1% and 17.4% of the issued and excellent Widespread Shares, respectively. Pursuant to the Standby Commitments (as outlined herein), every Standby Purchaser has
agreed to train its Fundamental Subscription Privilege in full and, as well as thereto, to collectively buy Widespread Shares not subscribed for by holders below the Fundamental Subscription Privilege or Extra Subscription Privilege with an combination
Subscription Value of as much as C$15,000,000 (together with Widespread Shares acquired by such Standby Purchaser below its Fundamental Subscription Privilege and Extra Subscription Privilege, if any), in order that 85,714,285 Widespread Shares will likely be offered and the Firm
will understand gross proceeds of C$30,000,000 below the Providing (collectively, the Standby Commitments), assuming every of the Standby Purchasers satisfies their Standby Dedication.
Our issued and excellent Widespread Shares are listed on the TSX below the buying and selling image DRT and are quoted on the OTC Markets
(OTC) on the OTC Pink Tier below the image DRTTF. On November 20, 2023, the closing value of the Widespread Shares was C$0.46 on the TSX and the final reported gross sales value on the OTC was US$0.33.
This Providing is being made straight by us. We’re not utilizing an underwriter or promoting agent. The Subscription Value, and proceeds to us earlier than
bills, is C$0.35 per full share, for combination proceeds to us, earlier than bills, of C$30,000,000 (or US$21,856,331) assuming the Providing is totally subscribed.
Now we have utilized to have the Supplied Securities registered on the market, or we’re counting on exemptions from registration, within the District of
Columbia, Puerto Rico and all 50 states in the USA, aside from the state of Arizona. In states that require registration, we is not going to distribute or promote the Supplied Securities till such registration is efficient in every of those states.
As of the date of this prospectus, such registration shouldn’t be efficient in California, Illinois, New York and Ohio. The Firm will present updates if registration in any such states turns into efficient, however there might be no assurances that such
registration will grow to be efficient in any of such states. We is not going to distribute or promote the Supplied Securities within the state of Arizona. As a way to adjust to sure states securities legal guidelines, if relevant, the Widespread Shares will likely be offered in
such jurisdictions solely via registered or licensed brokers or sellers.
Our Board is
making no suggestion concerning your train of the Rights. You need to fastidiously take into account whether or not to train your Rights earlier than the Expiration Date. You might not revoke or revise any workout routines of Rights as soon as made.
Completion of the Providing shouldn’t be topic to elevating a minimal quantity of proceeds.
We’re an rising development firm as that time period is used within the Jumpstart Our Enterprise Startups Act of 2012, and, as such, we’ve
elected to adjust to sure lowered public firm reporting necessities for this prospectus and future filings.
in our securities entails a excessive diploma of threat. See Threat Elements starting on web page 24 of this prospectus.
Neither the Securities and Alternate Fee nor any state securities fee has accepted or disapproved of those securities or handed
upon the accuracy or adequacy of this prospectus. Any illustration on the contrary is a prison offense.
The date of this
prospectus is .