DIVERGENT Energy Services Announces Closing of Shares for Interest Transaction
03 April 2024 - 11:46PM
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 $35,839.04 for
March 31, 2024 (the "
Interest Obligation") by the
issuance of 2,389,270 common shares of the Corporation
("
Common Shares") at a deemed price of $0.015 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 August 3, 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 54,019 Common Shares (subject to rounding) will be
issued to Directors and/or Officers of the Corporation and
approximately 933,685 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 March 31, 2024 by issuing Common
Shares was not determined until March 14, 2024. 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 STATEMENTSThis
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)
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