AI assistant
DIRTT Environmental Solutions Ltd. — Report Publication Announcement 2021
Feb 24, 2021
47167_rns_2021-02-24_9fb2fb0c-13eb-4218-af40-6f0b6cd13e03.pdf
Report Publication Announcement
Open in viewerOpens in your device viewer
February 24, 2021
NOTICE TO PUBLIC
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
This Notice to Public has been prepared and filed by DIRTT Environmental Solutions Ltd. (the " Company ") pursuant to Multilateral CSA Staff Notice 51-338 – Continuous Disclosure and Prospectus Requirements Relating to Documents Prepared under the U.S. Securities and Exchange Act of 1934 in connection with the filing today of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the " Form 10-K ").
The following list identifies the documents incorporated by reference into the Form 10-K and the location and filing date of such documents on SEDAR by the Company. The exhibit number and description of each document listed below correspond to the exhibit index in Item 15 of the Form 10-K.
| Exhibit No. | Description and Filing Date on SEDAR |
|---|---|
| 3.1 | Restated Articles of Amalgamation of DIRTT Environmental Solutions Ltd. (incorporated by |
| reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, File No. 001- | |
| 39061, filed on September 20, 2019) (filed on SEDAR under the filing description "Other | |
| securityholders documents – English" on October 8, 2019) | |
| 3.2 | Amended and Restated Bylaw No. 1 of DIRTT Environmental Solutions Ltd. (incorporated by |
| reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-39061, filed | |
| on May 22, 2020) (filed on SEDAR under the filing description "Other securityholders documents | |
| – English" on May 22, 2020) | |
| 4.1 | Description of Company’s Securities (incorporated by reference to Exhibit 4.2 to the Company's |
| Annual Report on Form 10-K, File No. 001-39061, filed on February 25, 2020) (filed on SEDAR | |
| under the filing description "Other" on February 25, 2020) | |
| 4.2 | Base Indenture, dated January 25, 2021, by and among DIRTT Environmental Solutions Ltd., |
| Computershare Trust Company of Canada and Computershare Trust Company, National | |
| Association as Trustees (incorporated by reference to Exhibit 4.1 to the Company’s Current | |
| Report on Form 8-K, File No. 001-39061, filed on January 29, 2021) (filed on SEDAR under the | |
| filing description "Documents affecting rights of securityholders - Trust indentures re debt" on | |
| January 29, 2021) | |
| 4.3 | Supplemental Indenture, dated January 25, 2021, by and among the Company, Computershare |
| Trust Company of Canada and Computershare Trust Company, National Association as Trustees | |
| (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, File No. | |
| 001-39061, filed on January 29, 2021) (filed on SEDAR under the filing description "Documents | |
| affecting rights of securityholders - Trust indentures re debt" on January 29, 2021) | |
| 10.1 | Loan Agreement, dated February 12, 2021, by and among the Royal Bank of Canada, DIRTT |
| Environmental Solutions Ltd. and DIRTT Environmental Solutions, Inc., as borrowers | |
| (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, File | |
| No. 001-39061, filed on February 19, 2021) (filed on SEDAR under the filing description | |
| "Material contracts – Credit agreements" on February 19, 2021) | |
| 10.2 | Amended and Restated Incentive Stock Option Plan (incorporated by reference to Exhibit 10.2 to |
| the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, | |
| 2019) (filed on SEDAR under the filing description "Other" on October 8, 2019) | |
| 10.3 | DIRTT Environmental Solutions Ltd. Long-Term Incentive Plan (incorporated by reference to |
| Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-39061, filed on May | |
| 22, 2020) (filed on SEDAR under the filing description "Other" on May 22, 2020) |
| Exhibit No.Description and Filing Date on SEDAR | Exhibit No.Description and Filing Date on SEDAR | Exhibit No.Description and Filing Date on SEDAR | Exhibit No.Description and Filing Date on SEDAR | Exhibit No.Description and Filing Date on SEDAR | Exhibit No.Description and Filing Date on SEDAR | Exhibit No.Description and Filing Date on SEDAR | Exhibit No.Description and Filing Date on SEDAR | |
|---|---|---|---|---|---|---|---|---|
| 10 | 4Form of Otion Award Areement Under the DIRTT Environmental Solutions Ltd Lon-Ter | |||||||
| .p g . gIncentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statemeon Form S-8, File No. 333-238689, filed on May 26, 2020) (filed on SEDAR under the filindescription "Other" on February 24, 2021)10.5Form of Time-Based Restricted Share Unit Award Agreement Under the DIRTT EnvironmentSolutions Ltd. Long-Term Incentive Plan (incorporated by reference to Exhibit 4.5 to thCompany’s Registration Statement on Form S-8, File No. 333-238689, filed on May 26, 202(filed on SEDAR under the filing description "Other" on February 24, 2021)10.6Form of Performance-Based Restricted Share Unit Award Agreement Under the DIRTEnvironmental Solutions Ltd. Long-Term Incentive Plan (incorporated by reference to Exhibit 4to the Company’s Registration Statement on Form S-8, File No. 333-238689, filed on May 22020) (filed on SEDAR under the filing description "Other" on February 24, 2021)10.7Deferred Share Unit Plan for Non-Employee Directors (incorporated by reference to Exhibit 10to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 22019) (filed on SEDAR under the filing description "Other" on October 8, 2019)10.8DIRTT Environmental Solutions Ltd. Amended and Restated Employee Share Purchase Pla(incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form8, File No. 333-234143, filed on October 9, 2019) (filed on SEDAR under the filing descriptio"Other" on October 9, 2019)10.9Executive Employment Agreement, dated September 8, 2018, by and between DIRTEnvironmental Solutions Ltd. and Kevin O’Meara (incorporated by reference to Exhibit 10.7 tthe Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 22019) (filed on SEDAR under the filing description "Other" on October 8, 2019)10.10Amended and Restated Executive Employment Agreement, dated July 4, 2018, by and betweeDIRTT Environmental Solutions Ltd. and Geoffrey Krause (incorporated by reference to Exhib10.9 to the Company’s Registration Statement on Form 10, File No. 001-39061, filed oSeptember 20, 2019) (filed on SEDAR under the filing description "Other" on October 8, 2019)10.11Executive Employment Agreement, dated February 27, 2019, by and between DIRTEnvironmental Solutions Ltd. and Jeffrey A. Calkins (incorporated by reference to Exhibit 10.1to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 22019) (filed on SEDAR under the filing description "Other" on October 9, 2019)10.12Executive Employment Agreement, dated January 15, 2019, by and between DIRTEnvironmental Solutions Ltd. and Mark Greffen (incorporated by reference to Exhibit 10.14 to thCompany’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 201(filed on SEDAR under the filing description "Other" on October 8, 2019)10.13Employment Agreement, dated August 31, 2019, by and between DIRTT EnvironmentSolutions Ltd And Jennifer Warawa (incororated b reference to Exhibit 1015 to t | . | |||||||
| Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Stateme | ||||||||
| , filed on May 26, 2, 2021)are Unit Award Agrive Plan (incororat | 020) (filed on SEDeement Under the DIed b reference to | AR under the filinRTT EnvironmentExhibit 4.5 to thd on May 26, 202Under the DIRTerence to Exhibit 49, filed on May 2021)ence to Exhibit 10ed on September 29)hare Purchase Plaatement on Formhe filing descriptio | ||||||
| . gCompany’s Registration Stateme(filed on SEDAR under the filingForm of Performance-Based REnvironmental Solutions Ltd Lo | ntd | pon Form S-8, Fileescription "Other" on | yNo. 333FebruarAward(incorp | -238689, filey 24, 2021) | .d on May 26, 20 | |||
| esng | tricted Share Unit-Term Incentive Plan | Agreementorated by ref | Under the DIRerence to Exhibit | |||||
| .to the Company’s Registration2020) (filed on SEDAR under theDeferred Share Unit Plan for No | Stfi- | atement on Form S-ling description "OthEmloee Directors ( | 8, File Ner" on Fincoro | o. 333-23868ebruary 24, 2ated b refer | 9, filed on May021)ence to Exhibit 1 | |||
| y | y | |||||||
| to the Company’s Registration Stat2019) (filed on SEDAR under the fi | ement on Form 10, Filing description "Oth | le No. 001-39061, filer" on October 8, 201 | ed on September9) | |||||
| 10.8DIRTT Environmental Solutions(incorporated by reference to Exhi8, File No. 333-234143, filed on O"Other" on October 9, 2019)10.9Executive Employment AgreemeEnvironmental Solutions Ltd. andthe Company’s Registration Statem2019) (filed on SEDAR under the fi10.10Amended and Restated ExecutiveDIRTT Environmental Solutions L10.9 to the Company’s RegistraSeptember 20, 2019) (filed on SED10.11Executive Employment AgreemeEnvironmental Solutions Ltd. andto the Company’s Registration Stat2019) (filed on SEDAR under the fi10.12Executive Employment AgreemeEnvironmental Solutions Ltd. andCompany’s Registration Statement(filed on SEDAR under the filing d10.13Employment Agreement, datedSolutions Ltd And Jennifer W | Ltd. Amended andbit 4.4 to the Compctober 9, 2019) (filed | estated Employee Sany’s Registration Ston SEDAR under t | ||||||
| Executive Employment AgreemeEnvironmental Solutions Ltd. andthe Company’s Registration Statem | nt, dated SeptembKevin O’Meara (incoent on Form 10 Fil | er 8, 2018, by anrporated by reference No. 001-39061 file | d between DIRT | |||||
| e to Exhibit 10.7 td on September 29) | ||||||||
| 2019) (filed on SEDAR under the fiAmended and Restated ExecutiveDIRTT Environmental Solutions L10.9 to the Company’s RegistraSeptember 20, 2019) (filed on SEDExecutive Employment AgreemeEnvironmental Solutions Ltd. andt th C’ Ritti Stt | ,ling description "OthEmployment Agreemtd. and Geoffrey Kration Statement onAR under the filing dnt, dated FebruaryJeffrey A. Calkins (int F 10 F | ,er" on October 8, 201ent, dated July 4, 20use (incorporated byForm 10, File No.escription "Other" on27, 2019, by ancorporated by referel N 00139061 fil | ||||||
| 18, by and betweereference to Exhib001-39061, filed oOctober 8, 2019)d between DIRTnce to Exhibit 10.1d Stb 2 | ||||||||
| men on orm ,ling description "Othnt, dated JanuaryMark Greffen (incorpoon Form 10, File No.escription "Other" onAugust 31, 2019, brawa (incororated | e o. -,er" on October 9, 20115, 2019, by anrated by reference to001-39061, filed onOctober 8, 2019)y and between DIb reference to E | e on epemer | ||||||
| 9)d between DIRT | ||||||||
| Exhibit 10.14 to thSeptember 20, 201 | ||||||||
| RTT Environmenthibit 1015 to t |
| Exhibit No.Description and Filing Date on SEDAR | |
|---|---|
| 10.16Indemnity Agreement, dated August 1, 2020, between the Company and Shauna R. King, togetherwith a schedule identifying other substantially identical agreements between the Company andeach of the other persons identified on the schedule(filed on SEDAR under the filing description"Other" on February 24, 2021)10.17Industrial Lease, dated September 15, 2012, by and between Piret (7303-30th Street SE) HoldingsInc. and DIRTT Environmental Solutions Ltd. (incorporated by reference to Exhibit 10.23 to theCompany’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019)(filed on SEDAR under the filing description "Other" on October 8, 2019)10.18Agreement of Lease, dated November 5, 2013, by and between Dundee Industrial Twofer (GP)Inc. and DIRTT Environmental Solutions Ltd., as amended by the Lease Amending Agreement,dated October 21, 2016, by and between Dream Industrial Twofer (GP) Inc. (formerly known asDundee Industrial Twofer (GP) Inc.) and DIRTT Environmental Solutions Ltd. (incorporated byreference to Exhibit 10.24 to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed on SEDAR under the filing description "Other" onOctober 8, 2019)10.19Lease of Industrial Space, dated February 12, 2015, by and between Hoopp Realty Inc./LesImmeubles Hoopp Inc., by its duly authorized agent, Triovest Realty Advisors Inc., and DIRTTEnvironmental Solutions Ltd., as amended by the Amendment of Lease, dated April 16, 2015, theLease Modification Agreement, dated October 27, 2015, the Third Amendment of Lease, datedNovember 12, 2015, and the Fourth Amendment of Lease, dated January 8, 2016 (incorporated byreference to Exhibit 10.25 to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed on SEDAR under the filing description "Other" onOctober 8, 2019)10.20Lease Agreement, dated March 29, 2011, by and between EastGroup Properties, L.P. and DIRTTEnvironmental Solutions, Inc. (incorporated by reference to Exhibit 10.26 to the Company’sRegistration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed onSEDAR under the filing description "Other" on October 8, 2019)10.21Lease, dated July 1, 2015, by and between Majik Ventures, L.L.C. and DIRTT EnvironmentalSolutions, Inc., as amended by the First Amendment to Lease, dated May 11, 2017, by andbetween CAM Investment 352 LLC and DIRTT Environmental Solutions, Inc. (incorporated byreference to Exhibit 10.27 to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed on SEDAR under the filing description "Other" onOctober 8, 2019)10.22Industrial Lease Agreement, dated October 2, 2008, by and between 141 Knowlton Way, LLCand DIRTT Environmental Solutions, Inc., as amended by the First Amendment to IndustrialLease Agreement, dated March 11, 2009, and the Second Amendment to Industrial LeaseAgreement, dated August 23, 2018, by and between SH7-Savannah, LLC and DIRTTEnvironmental Solutions, Inc. (incorporated by reference to Exhibit 10.28 to the Company’sRegistration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed onSEDAR under the filing description "Other" on October 8, 2019)10.23Lease Agreement, dated October 7, 2019, by and between DIRTT Environmental Solutions, Inc.and SP Rock Hill Legacy East #1, LLC (incorporated by reference to Exhibit 10.4 to theCompany’s Form 10-Q, File No. 001-39061, filed on November 7, 2019) (filed on SEDAR underthe filing description "Other" on November 7, 2019)10.25Second Amendment to Lease made as of the 6th day of July 2020, by and between SP ROCKHILL LEGACY EAST #1, LLC, an Indiana limited liability company, and DIRTTENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation (incorporated by reference toExhibit 10.4 to the Company's Form 10-Q, File No. 001-39061, filed on July 29, 2020) (filed onSEDAR under the filing description "Other" on July 29, 2020) | |
| ease ocaton greement, ate ctoer , , te r menment o ease, ateNovember 12, 2015, and the Fourth Amendment of Lease, dated January 8, 2016 (incorporated byreference to Exhibit 10.25 to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed on SEDAR under the filing description "Other" onOctober 8, 2019)10.20Lease Agreement, dated March 29, 2011, by and between EastGroup Properties, L.P. and DIRTTEnvironmental Solutions, Inc. (incorporated by reference to Exhibit 10.26 to the Company’sRegistration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed onSEDAR under the filing description "Other" on October 8, 2019)10.21Lease, dated July 1, 2015, by and between Majik Ventures, L.L.C. and DIRTT EnvironmentalSolutions, Inc., as amended by the First Amendment to Lease, dated May 11, 2017, by andbetween CAM Investment 352 LLC and DIRTT Environmental Solutions, Inc. (incorporated byreference to Exhibit 10.27 to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed on SEDAR under the filing description "Other" onOctober 8, 2019)10.22Industrial Lease Agreement, dated October 2, 2008, by and between 141 Knowlton Way, LLCand DIRTT Environmental Solutions, Inc., as amended by the First Amendment to IndustrialLease Agreement, dated March 11, 2009, and the Second Amendment to Industrial LeaseAgreement, dated August 23, 2018, by and between SH7-Savannah, LLC and DIRTTEnvironmental Solutions, Inc. (incorporated by reference to Exhibit 10.28 to the Company’sRegistration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed onSEDAR under the filing description "Other" on October 8, 2019)10.23Lease Agreement, dated October 7, 2019, by and between DIRTT Environmental Solutions, Inc.and SP Rock Hill Legacy East #1, LLC (incorporated by reference to Exhibit 10.4 to theCompany’s Form 10-Q, File No. 001-39061, filed on November 7, 2019) (filed on SEDAR underthe filing description "Other" on November 7, 2019)10.25Second Amendment to Lease made as of the 6th day of July 2020, by and between SP ROCKHILL LEGACY EAST #1, LLC, an Indiana limited liability company, and DIRTTENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation (incorporated by reference toExhibit 10.4 to the Company's Form 10-Q, File No. 001-39061, filed on July 29, 2020) (filed onSEDAR under the filing description "Other" on July 29, 2020) | ease ocaton greement, ate ctoer , , te r menment o ease, ateNovember 12, 2015, and the Fourth Amendment of Lease, dated January 8, 2016 (incorporated byreference to Exhibit 10.25 to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed on SEDAR under the filing description "Other" onOctober 8, 2019)10.20Lease Agreement, dated March 29, 2011, by and between EastGroup Properties, L.P. and DIRTTEnvironmental Solutions, Inc. (incorporated by reference to Exhibit 10.26 to the Company’sRegistration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed onSEDAR under the filing description "Other" on October 8, 2019)10.21Lease, dated July 1, 2015, by and between Majik Ventures, L.L.C. and DIRTT EnvironmentalSolutions, Inc., as amended by the First Amendment to Lease, dated May 11, 2017, by andbetween CAM Investment 352 LLC and DIRTT Environmental Solutions, Inc. (incorporated byreference to Exhibit 10.27 to the Company’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed on SEDAR under the filing description "Other" onOctober 8, 2019)10.22Industrial Lease Agreement, dated October 2, 2008, by and between 141 Knowlton Way, LLCand DIRTT Environmental Solutions, Inc., as amended by the First Amendment to IndustrialLease Agreement, dated March 11, 2009, and the Second Amendment to Industrial LeaseAgreement, dated August 23, 2018, by and between SH7-Savannah, LLC and DIRTTEnvironmental Solutions, Inc. (incorporated by reference to Exhibit 10.28 to the Company’sRegistration Statement on Form 10, File No. 001-39061, filed on September 20, 2019) (filed onSEDAR under the filing description "Other" on October 8, 2019)10.23Lease Agreement, dated October 7, 2019, by and between DIRTT Environmental Solutions, Inc.and SP Rock Hill Legacy East #1, LLC (incorporated by reference to Exhibit 10.4 to theCompany’s Form 10-Q, File No. 001-39061, filed on November 7, 2019) (filed on SEDAR underthe filing description "Other" on November 7, 2019)10.25Second Amendment to Lease made as of the 6th day of July 2020, by and between SP ROCKHILL LEGACY EAST #1, LLC, an Indiana limited liability company, and DIRTTENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation (incorporated by reference toExhibit 10.4 to the Company's Form 10-Q, File No. 001-39061, filed on July 29, 2020) (filed onSEDAR under the filing description "Other" on July 29, 2020) |
| Exhibit No. | Description and Filing Date on SEDAR |
|---|---|
| 10.26 | Lease Agreement between Tennyson Campus Owner, LP and DIRTT Environmental Solutions, |
| Inc. dated March 4, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, | |
| File No. 001-39061, filed on May 6, 2020) (filed on SEDAR under the filing description "Other" | |
| on May 6, 2020) | |
| 21.1 | Subsidiaries of DIRTT Environmental Solutions Ltd. (incorporated by reference to Exhibit 21.1 to |
| the Company's Form 10-K filed on February 24, 2021) (filed on SEDAR under the filing | |
| description "Other" on February 24, 2021) | |
| 23.1 | Consent of PricewaterhouseCoopers, L.L.P., independent registered public accounting firm |
| (incorporated by reference to Exhibit 23.1 to the Company's Form 10-K filed on February 24, | |
| 2021) (filed on SEDAR under the filing description "Other" on February 24, 2021) |