Iron Compass Announces Solicitation for DIRTT Annual Meeting
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GREENWICH, Conn., March 08, 2018 (GLOBE NEWSWIRE) -- Iron Compass LLC and Iron Compass GP, LLC, on behalf of themselves and funds they manage, Iron Compass Partners LP and Iron Compass North Partners LP (collectively, “Iron Compass”) have announced that they intend to solicit proxies for use at the upcoming annual meeting (the “Meeting”) of shareholders of DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”). The solicitation will be to WITHHOLD votes for the election of nominees (“Company Nominees”) to be proposed by the Company for election at the Meeting to the Company’s Board of Directors (the “Board of Directors”).
Once the Company has formally called and issued a notice of the Meeting and its management information circular for the Meeting (the “Management Circular”), Iron Compass expects to issue a supplement to or amendment and restatement of its Circular (see below) containing additional information concerning its solicitation and reasons for seeking to WITHHOLD votes for the election of the Company Nominees to the Board of Directors.
Although at this time no determination has been made, Iron Compass may also decide to put forward at the Meeting its own nominees for election to the Board of Directors. Iron Compass will make this determination based upon the Company Nominees to be proposed by the Company for election at the Meeting. At this time, the identity of the Company Nominees is unknown to Iron Compass.
Iron Compass has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.
Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. Iron Compass does not assume any obligation to update the forward-looking information.
Information in Support of Public Broadcast Solicitation
Iron Compass is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by Iron Compass, and not by or on behalf of the management of DIRTT.
The address of the Company is 7303 30th Street E., Calgary, Alberta, T2C 1N6.
Iron Compass has filed an information circular (the “Information Circular”) containing the information required by Form 51-102F5– Information Circular in respect of its solicitation, which is available on DIRTT's company profile on SEDAR at www.sedar.com.
Proxies for the Meeting may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by partners, directors, officers and employees of Iron Compass, who will not be specifically remunerated therefor. In addition, Iron Compass may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. Iron Compass may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Iron Compass. All costs incurred for the solicitation will be borne by Iron Compass. At this time, Iron Compass has not entered into an agreement with a proxy agent.
Iron Compass is not requesting that DIRTT shareholders submit a proxy at this time. Once Iron Compass has commenced a formal solicitation of proxies, a registered holder of common shares of DIRTT that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy, or as otherwise provided in the Management Circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of DIRTT at any time up to and including the last business day preceding the day the Meeting or any adjournment or postponement of the Meeting is to be held; (ii) with the chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement of the Meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of DIRTT will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.
To the knowledge of Iron Compass, neither Iron Compass nor any of its partners, directors or officers, or any associates or affiliates of the foregoing, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of DIRTT's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect DIRTT or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the Meeting other than the election of directors.
For more info contact IRON COMPASS LLC at (203) 309-5445
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