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DIRTT Environmental Solutions Ltd. Regulatory Filings 2021

Jan 18, 2021

47167_rns_2021-01-18_03317756-dfa1-478a-99fe-6d45a273e8be.pdf

Regulatory Filings

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January 18, 2021

Alberta Securities Commission British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Ontario Securities Commission Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Office of the Superintendent of Securities, Service Newfoundland & Labrador Office of the Superintendent of Securities, Government of Prince Edward Island

We refer to the prospectus of DIRTT Environmental Solutions Ltd. (the Company) dated January 18, 2021 relating to the sale and issue of $35 million of 6.00% convertible debentures.

We consent to being named in and to the use in the above-mentioned prospectus of our report dated February 25, 2020 to the shareholders and Board of Directors of the Company on the following financial statements:

consolidated balance sheets as at December 31, 2019 and 2018;

  • consolidated statements operations and comprehensive income (loss), changes in equity and cash flows for each of the years in the three-year period ended December 31, 2019; and

  • the notes to the consolidated financial statements, which include a summary of significant accounting policies.

We report that we have read the prospectus and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the consolidated financial statements on which we have reported or that are within our knowledge as a result of our audit of such financial statements. We have complied with r included in an offering document, which does not constitute an audit or review of the prospectus as these terms are described in the CPA Canada Handbook Assurance.

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Chartered Professional Accountants

111 5 Avenue SW, Suite 3100, Calgary, Alberta, Canada T2P 5L3 T: +1 403 509 7500, F: +1 403 781 1825, www.pwc.com/ca

PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP, an Ontario limited liability partnership.