Mr. Ken Berg reports
DIVERGENT ENERGY SERVICES ANNOUNCES RESIGNATIONS OF BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
The executive management team and board of directors of Divergent Energy Services Corp. and each of its subsidiaries have resigned, effective 6 p.m. on July 28, 2024. Following these resignations, the company and its subsidiaries will have no remaining directors or officers.
As previously disclosed in multiple press releases since December, 2023, Divergent has been experiencing continued deterioration of its financial viability and an increasing risk of failure due to its largest customer not paying for goods and services since July, 2023. The company's major customer is undergoing severe financial challenges and, as previously disclosed, remains in a court restructuring process in the United States due to unsustainably low natural gas prices combined with reduced production volumes. At the present time, there appears to be no ability or intention by the customer to pay any portion of the outstanding $2.3-million receivable due to the company. Further, the customer has recently informed the company that, should a buyer not emerge within the coming months, its operations may cease in entirety. Divergent has filed a claim against the customer; however, this matter will take some time to resolve, and there is no certainty that the company will collect any of these funds.
Due to the lack of funds, the company is unable to meet its financial obligations to debentureholders, promissory noteholders, vendors, and the executives and directors of the company, and Divergent notes these persons have gone unpaid for over two months as the company continued to pursue other solutions to generate cash and revenue. All other operational staff were previously either laid off to preserve cash or had resigned.
The lack of funds available to the company, coupled with the continuing cease trade order issued by the Alberta Securities Commission as a result of the company not filing its audited annual financial statements by April 30, 2024, has prevented the company from meeting its debenture obligations for the period ending June 30, 2024. The company is now in breach of the terms of the debenture indenture governing the debentures and a notice of the breach will be sent to the debentureholders by the debenture trustee, Computershare Trust Company of Canada.
The board and management have exhausted all efforts to remain viable, including evaluating strategies that included a sale of the company for either its public listing or tax losses. Unfortunately, due to the existing debt load, no interested parties were identified.
Under the terms of the debenture indenture governing the debentures, the debentureholders have the right to appoint a trustee to monetize any remaining assets for the benefit of debentureholders and other secured creditors. Due to the level of secured debt owed by Divergent to debentureholders and promissory noteholders, it is highly unlikely that there will be any residual value for shareholders of Divergent.
Trading in the company's common shares remains suspended by the TSX Venture Exchange as a result of the company not filing its audited annual financial statements by April 30, 2024.
About Divergent Energy Services Corp.
Headquartered in Calgary, Alta., Divergent provides fluid management products and services for the water, gas and oil industries through its wholly owned subsidiary, Extreme Pump Solutions LLC.
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