DIVERGENT Energy Services Announces Closing of Shares for Interest Transaction

CALGARY, Alberta, Jan. 02, 2024 (GLOBE NEWSWIRE) — DIVERGENT Energy Services Corp. (the “Corporation“) announces that it has closed its shares for interest transaction by electing to satisfy the interest obligation on its debentures (“Debentures“) in the amount of $36,232.88 due on December 31, 2023 (the “Interest Obligation“) by the issuance of 1,767,458 common shares of the Corporation (“Common Shares“) at a deemed price of $0.0205 per Common Share to the holders of Debentures.

The transaction is subject to the final approval of the TSX Venture Exchange (“TSXV“) and is pursuant to the Corporation’s right to satisfy its interest obligation owed on the Debentures. The Common Shares issued pursuant to the Interest Obligation are subject to the minimum pricing rules of the TSXV and a hold period to May 1, 2024 in accordance with applicable securities legislation and the TSXV requirements.

The issuance of the Common Shares may be deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as approximately 39,960 Common Shares (subject to rounding) will be issued to Directors and/or Officers of the Corporation and approximately 690,694 Common Shares (subject to rounding) will be issued to two non-management shareholders that each hold greater than 10% of the outstanding Common Shares. The Corporation did not file a material change report more than 21 days before the closing date of the transaction because the Corporation’s decision to settle the Interest Obligation for December 31, 2023 by issuing Common Shares was not determined until December 13, 2023.   The issuance of the Common Shares is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Section 5.5(a) and Section 5.7(1)(a) as neither the fair market value of the subject matter of nor the consideration for the issuance of the Common Shares, insofar as it involves insiders receiving Common Shares for the Interest Obligation, exceeds 25% of the Corporation’s market capitalization.  

For Further Information:

Ken Berg, President and Chief Executive Officer, kberg@divergentenergyservices.com

Ken Olson, Chief Financial Officer, ken.olson@divergentenergyservices.com

ABOUT DIVERGENT ENERGY SERVICES CORP.

Headquartered in Calgary, Alberta, Divergent provides fluids management products and services for the water, gas and oil industries through its wholly owned subsidiary Extreme Pump Solutions LLC.

DIVERGENT Energy Services Corp., 2020, 715 – 5th Ave SW, Calgary, AB T2P 2X6, (403) 543-0060, (403) 543-0069 (fax), www.divergentenergyservices.com

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements, including, without limitation, statements pertaining to interest payments on the Company’s debentures. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. Forward-looking statements are based on estimates and opinions of management of the Company at the time the information is presented, including expectations provided to Divergent by its customers. The Company may, as considered necessary in the circumstances, update or revise such forward-looking statements, whether as a result of new information, future events or otherwise, but the Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

(Not for dissemination in the United States of America)