DIVERGENT Energy Services Corp.
(DVG:
TSX-V) (“Divergent”, the "
Company", or
“
DVG”
) is pleased to announce
that following the previously announced shareholder approval at its
special meeting of shareholders on December 28, 2020 for the
consolidation of its issued and outstanding common shares (the
“
Shares”) on the basis of ten (10)
pre-consolidation Shares for one (1) post-consolidation Share (the
“
Consolidation”), it has received conditional
approval from the TSX Venture Exchange (the
“TSX-V”) for the Consolidation and will file
articles of amendment implementing the Consolidation.
The Shares will continue to be listed on the
TSX-V under the symbol “DVG”, and the Shares are expected to begin
trading on a post-Consolidation basis on the TSX-V on or about
January 19, 2021. Following the Consolidation, the new
CUSIP number for the Shares is 255051203 and the new ISIN for the
Shares is CA2550512032.
As a result of the Consolidation, the
186,298,848 Shares issued and outstanding prior to the
Consolidation have been reduced to approximately 18,629,885 Shares.
Where the Consolidation would otherwise result in a shareholder
being entitled to a fractional Share, the number of
post-Consolidation Shares issued to such shareholder shall be
rounded up to the nearest whole number of Shares.
The Company’s transfer agent, Computershare,
will act as the exchange agent for the Consolidation. In connection
with the Consolidation, Computershare has sent a letter of
transmittal to registered shareholders which will enable them to
exchange their old share certificates for new share certificates,
or alternatively, a Direct Registration System
(“DRS”) Advice/Statement, representing the number
of new post-Consolidation Shares they hold, in accordance with the
instructions provided in the letter of transmittal. Registered
shareholders will be able to obtain additional copies of the letter
of transmittal through Computershare. Until surrendered, each share
certificate representing pre-Consolidation Shares will represent
the number of whole post-Consolidation Shares to which the holder
is entitled as a result of the Consolidation.
Following the Consolidation, the Company also
received final approval from the TSX-V for the previously announced
restructuring of its existing debentures. The restructuring
included the conversion of 75% of the existing debenture’s
principal amount outstanding, or CAD $4,312,500, into common shares
of the Company at a conversion price of $0.30 on a
post-consolidation basis and will result in the issuance of
approximately 14,375,000 new common shares (the “Debenture
Conversion”).
Certain "related parties" (as such term is
defined in Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI
61-101")) of the Company own approximately $1,787,750 of
the amount of debentures to be converted as part of the Debenture
Conversion, resulting in the issuance of approximately 5,942,500
new common shares to these "related parties" (the "Related
Party Debenture Conversion"). Pursuant to MI 61-101, the
Related Party Debenture Conversion constitutes a “related party
transaction”. The Related Party Debenture Conversion, however, is
exempt from the valuation requirement of MI 61-101 by virtue of the
exemption contained in section 5.5(b) of MI 61-101 – Issuer Not
Listed on Specified Markets, as no securities of the Company are
listed or quoted on the Toronto Stock Exchange, Aequitas NEO
Exchange Inc., the New York Stock Exchange, the American Stock
Exchange, the NASDAQ Stock Market, or a stock exchange outside of
Canada and the United States.
The post-consolidation shares have been listed
for trading on the TSX-V and are anticipated to begin trading at
the open of markets on or about January 19, 2021. The Company
anticipates the issued and outstanding shares available for trading
to be approximately 33,004,885 as a result of the above
transactions.
For Further Information:
Ken Berg, President and Chief Executive Officer,
kberg@divergentenergyservices.com
Lance Mierendorf, Interim Chief Financial
Officer, lmierendorf@divergentenergyservices.com
ABOUT DIVERGENT ENERGY SERVICES
CORP.
Headquartered in Calgary, Alberta, Divergent
provides Artificial Lift products and services that are used in the
oil and gas industry. Product lines including Electric Submersible
Pumps, Electric Submersible Progressing Cavity Pumps, and the
future development of an Electromagnetic Pump technology.
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
the date of anticipated trading following the Consolidation. 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.sedar.com. 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)
Divergent Energy Services (TSXV:DVG)
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부터 11월(11) 2024 으로 12월(12) 2024
Divergent Energy Services (TSXV:DVG)
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부터 12월(12) 2023 으로 12월(12) 2024