Divergent Energy Services Corp. — Proxy Solicitation & Information Statement 2020

Dec 7, 2020

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

The special meeting (" Meeting ") of holders of common shares (the " Shares ") of Divergent Energy Services Corp. (the “ Corporation ”) will be held on Monday, December 28, 2020 at 10:00 a.m. MDT at 715 – 5[th] Avenue SW, Calgary, Alberta in the Conference Room on the Main Floor, for the following purposes:

1. to approve the consolidation of the Shares on the basis of one (1) post-consolidation Share for up to every ten (10) pre-consolidation Shares outstanding (the " Share Consolidation ") as described more particularly in the accompanying Circular under the heading "Share Consolidation";

2. to approve the conversion of 75% of the outstanding principal amount of convertible debentures held by certain related parties of the Corporation into Shares at a price of CAD $0.03 per Share (prior to giving effect to the Share Consolidation) as described more particularly in the accompanying Circular under the heading "Related Party Debenture Conversion"; and

3. to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

Shareholders are referred to the Circular for more detailed information with respect to the matters to be considered at the Meeting.

IMPORTANT

Amid ongoing concerns about the Coronavirus (COVID-19) outbreak, Divergent currently intends on holding an inperson shareholder meeting of registered Shareholders or duly appointed proxyholders only (with non-registered Shareholders (i.e. beneficial Shareholders) encouraged to vote by proxy instead) with attendance limited to a bare minimum. See " Notice to Beneficial Holders of Shares " in the Circular. However, Divergent will continue to monitor provincial and federal governmental guidance regarding COVID-19 to assess and implement measures to reduce the risk of spreading the virus at the Meeting, which may include potentially adjourning, postponing or changing the format of the Meeting. Divergent will provide updates regarding any changes in respect of the Meeting by way of news release. Shareholders are encouraged to monitor Divergent's SEDAR profile at www.sedar.com, where copies of such news releases, if any, will be posted.

As the Alberta provincial government has currently recommended that in-person business meetings be limited in scope where possible, as of the date of the Circular, only registered Shareholders or their duly appointed proxy holders will be permitted to attend the Meeting and the Meeting will otherwise be conducted in accordance with the requirements of any applicable provincial or federal public health directives. In addition, in view of current guidance regarding social distancing and further restrictions on large gatherings, in order to ensure as many Shares as possible are represented at the Meeting, instead of in-person attendance, Shareholders are strongly encouraged to complete the enclosed form of proxy and return it as soon as possible in the envelope provided for that purpose . Shareholders who do not hold their Shares in their own name are strongly encouraged to complete the voting instruction forms received from their intermediaries/brokers as soon as possible and to follow the instructions set out under " Notice to Beneficial Holders of Shares " in the Circular.

Only holders of Shares of record at the close of business on November 24, 2020 (the " Record Date ") are entitled to notice of the Meeting and only those holders of the Shares of record on the Record Date, or who subsequently become shareholders and comply with the provisions of the Business Corporations Act (Alberta), are entitled to vote at the Meeting.

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It is important that your Shares are represented at the Meeting . Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, by mail at 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, Canada L4B 4R5, by hand at 8[th] Floor, 100 University Avenue, Toronto, Ontario, or vote by telephone, fax or internet as per the instructions in the proxy, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the city of Calgary, Alberta) preceding the Meeting or any adjournment thereof.

Dated the 26[th] day of November, 2020

BY ORDER OF THE BOARD OF DIRECTORS OF DIVERGENT ENERGY SERVICES CORP.

(signed) “Ken Berg”

Ken Berg President and Chief Executive Officer

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