DFAN14A 1 dfan14a10680012_03292022.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. )

 

Filed by the Registrant ☐

 

Filed by a Party other than the Registrant ☒

 

Check the appropriate box:

 

☐Preliminary Proxy Statement

 

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐Definitive Proxy Statement

 

☒Definitive Additional Materials

 

☐Soliciting Material Under Rule 14a-12

  

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Name of Registrant as Specified in Its Charter)

 

22NW FUND, LP

22NW, LP

22NW FUND GP, LLC

22NW GP, INC.

ARON R. ENGLISH

RYAN W. BRODERICK

BRYSON O. HIRAI-HADLEY

ALEXANDER B. JONES

CORY J. MITCHELL

DOUGLAS A. EDWARDS

MARY GARDEN

SCOTT L. ROBINSON

SCOTT C. RYAN

KENNETH D. SANDERS

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒No fee required.

 

☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

(1)Title of each class of securities to which transaction applies:

 

 

 

(2)Aggregate number of securities to which transaction applies:

 

 

 

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

(4)Proposed maximum aggregate value of transaction:

 

 

 

(5)Total fee paid:

 

 

 

☐Fee paid previously with preliminary materials:

  

 

 

☐          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

 

 

(1)Amount previously paid:

 

 

 

(2)Form, Schedule or Registration Statement No.:

 

 

 

(3)Filing Party:

 

 

 

(4)Date Filed:

 

 

 

 

 

22NW Fund, LP, a Delaware limited partnership (“22NW Fund”), together with the other participants named herein (collectively, “22NW”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the annual and special meeting of shareholders of DIRTT Environmental Solutions Ltd., an Alberta corporation (the “Company”) scheduled to be held on Tuesday, April 26, 2022.

Item 1: On March 29, 2022, 22NW issued an investor presentation (the “Investor Presentation”), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 2: On March 29, 2022, 22NW, in connection with the Investor Presentation, shared the Application Ruling issued by the staff of the Alberta Securities Commission (the “ASC”) in the matter of DIRTT Environmental Solutions Ltd., and the Securities Act, R.S.A. 2000, c. S-4, s. 179, 198, dated March 4, 2022 (the “Application Ruling”) and the Written Submissions of Staff issued by the Staff of the ASC in the matter of the Securities Act, RSA 20000, C S-4 and DIRTT Environmental Solutions Ltd. and 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC and 22NW GP, Inc.; Aron English; 726 BF LLC, 726 BC LLC; and Shawn Noll, dated March 1, 2022 (the “Staff Written Submissions,” together with the Application Ruling, the “ASC Documents”). Copies of the ASC Documents are attached hereto as Exhibit 99.2 and incorporated herein by reference.