00:25:15 EDT Sat 04 May 2024
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Divergent Energy Services Corp (2)
Symbol DVG
Shares Issued 34,772,370
Close 2024-04-02 C$ 0.01
Market Cap C$ 347,724
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Divergent Energy Services closes interest transaction

2024-04-03 17:57 ET - News Release

Mr. Ken Berg reports

DIVERGENT ENERGY SERVICES ANNOUNCES CLOSING OF SHARES FOR INTEREST TRANSACTION

Divergent Energy Services Corp. has closed its shares for interest transaction by electing to satisfy the interest obligation on its debentures in the amount of $35,839.04 for March 31, 2024, by the issuance of 2,389,270 common shares of the corporation at a deemed price of 1.5 cents per common share to the holders of debentures.

The transaction is subject to the final approval of the TSX Venture Exchange 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 TSX-V and a hold period to Aug. 3, 2024, in accordance with applicable securities legislation and the TSX-V 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 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 per cent 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 per cent of the corporation's market capitalization.

About Divergent Energy Services Corp.

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

We seek Safe Harbor.

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