DIRTT Enters into Support Agreement and Appoints New Director

Executive Summary

• DIRTT entered into a Support and Standstill Agreement with its largest shareholder (22NW Fund) and the 726 Entities, appointing Jeremy Gold as a nominee director effective February 13, 2026.
• The agreement results in the 726 Entities acquiring approximately 15% of DIRTT’s outstanding common shares, giving them nomination rights for future board elections and imposing voting and takeover restrictions.
• Early‑warning filing thresholds were triggered; Form 62‑103F1 disclosures will be filed by the 726 Entities and Shaun Noll (WWT).

Key Details

• Support Agreement Parties: DIRTT Environmental Solutions Ltd., 22NW Fund, LP, and 726 BF LLC / 726 BC LLC (collectively “726 Entities”).
• Board Appointment: Jeremy Gold, Managing Director of Briger Family Office, appointed to DIRTT’s board as nominee for the 726 Entities, effective Feb 13, 2026.
• Share Acquisition:
• Post‑transaction, 726 BF LLC holds 20,355,136 shares (≈10.6% of outstanding).
• Post‑transaction, 726 BC LLC holds 8,526,996 shares (≈4.4%).
• Aggregate holding by the 726 Entities: 28,882,132 shares (≈15.0%).
• Nomination Rights: 22NW and the 726 Entities may each designate a director nominee at DIRTT’s 2026 Annual General Meeting provided they own ≥10% of outstanding shares or ≥19,174,445 shares.
• Voting & Standstill Obligations: Both parties agree to vote in favor of management‑director nominees at the 2026 meeting and are restricted from initiating a takeover bid or acquiring additional DIRTT shares for 90 days after the 2026 meeting.
• Effect on WWT: Following the share transfer, WWT (and its managing member Shaun Noll) reduced holdings from ~28.0% to ~12.9% of outstanding shares; WWT no longer retains nomination rights under the original August 2, 2024 Support Agreement.
• Early Warning Disclosure: The transaction triggered reporting thresholds under NI 62‑103. Form 62‑103F1 will be filed by the 726 Entities and Shaun Noll. Contact details provided for both parties.
• Consideration: Shares were transferred in exchange for redemption of WWT membership interests; no additional cash consideration was paid.

Notable Quotes

• Scott Robinson, Chair of the Board: “We are thrilled to welcome Jeremy to our Board of Directors. We believe his extensive investment and corporate governance experience will be invaluable in supporting DIRTT in the execution of our transformation and growth strategy.”