Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

Filed by ROC Energy Acquisition Corp.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-2

under the Securities Exchange Act of 1934

Subject Company: ROC Energy Acquisition Corp.

(File No. 001-41103)

 

Analyst & Investor Day April 18, 2023

 

Disclaimer: This confidential presentation (the “Presentation”) is being delivered to you by ROC Energy Acquisition Corp. (“SPAC”) in con ne ction with its potential business combination with Drilling Tools International Holdings, Inc. (“Drilling Tools”) and the offering of the securities of the post business combination company (“Combined Co”) in a private placement (the “Transaction” ). This Presentation is for informational purposes only and is being provided to you solely in your capacity as a potential inve sto r in Combined Co. Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents, w ith out the prior consent of Drilling Tools or SPAC is prohibited. By accepting this Presentation, each recipient and its directo rs, partners, officers, employees, attorneys, agents and representatives (collectively, the “recipient”) agrees: ( i ) to maintain the confidentiality of all information that is contained in this Presentation and not already in the public dom ain ; and (ii) to immediately return or destroy all copies of this Presentation or portions thereof in its possession following the request for the return or destruc tio n of such copies. No Representations and Warranties: This Presentation is for informational purposes only and does not purport to contain all of the information that may be requi re d to evaluate a possible investment decision with respect to Combined Co. The recipient agrees and acknowledges that this Presentation is not intended to form the basis of any investment decision by the recipient and doe s n ot constitute financial investment, tax or legal advice. No representation or warranty, express or implied, is or will be giv en by Drilling Tools, Combined Co, SPAC or any of their respective affiliates, directors, officers, employees or advisers or any ot her person as to the accuracy or completeness of the information (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) in this Presentation or in any other written, oral or oth er communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transact ion , and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or mi sstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contai ned in this Presentation is preliminary in nature and is subject to change, and any such changes may be material. Drilling Tools, Combine Co and SPAC disclaim any duty to update the information contained in this Presentation. Forward - Looking Statements: This Presentation and the oral statements made in connection herewith include “forward - looking statements” within the meaning o f the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Drilling Tools’ and Combined Co’s actual results may differ from their expectations, estimates and projections, and, consequently, you sh ould not rely on these forward - looking statements as predictions of future events. Words such as “expect,” “estimate,” “project, ” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “c ont inue,” and similar expressions are intended to identify such forward - looking statements. These forward - looking statements includ e, without limitation, Drilling Tools’, Combined Co’s and SPAC’s expectations with respect to future performance growth opportunities an d c ompetitive position. These forward - looking statements also involve significant risks and uncertainties, some of which are diffic ult to predict and may be beyond the control of SPAC, Drilling Tools and Combined Co, that could cause the actual results to diff er materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcom e o f any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination; (3) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (4) the risk that any prop ose d business combination disrupts current plans and operations; (5) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (6) costs related to the any proposed business combination; (7) the ability to meet stock exchange listing standards at or following co nsu mmation of the Transaction; (8) changes in the applicable laws or regulations; (9) the possibility that Drilling Tools or Com bin ed Co may be adversely affected by other economic, business, and/or competitive factors; (10) the impact of the global COVID - 19 pandem ic; and (11) other risks and uncertainties separately provided to you and indicated from time to time described in filings an d potential filings by Drilling Tools, SPAC and Combined Co with the U.S. Securities and Exchange Commission (“SEC”). These for war d looking statements are based on Drilling Tools’, Combined Co’s and SPAC's management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future event s. Drilling Tools and SPAC caution that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward - looking statements, including projections, which speak only as of the date made. You should also carefully consider the risks and uncertainties described in the “Risk Factors” section of SPAC’s registration statement on Form S - 1, its Annual Report on Form 10 - K for the year ended December 31, 2022 and in subsequent Quarterly Reports on Form 10 - Q, in each case as filed with the SEC. In addition, there are risks and uncertainties described in the preliminary proxy statement / prospectus / consent solicitation statement on Form S - 4 relating to the proposed business combination, which was filed on February 14, 2023 (as amend ed). These filings or potential filings may identify and address other important risks and uncertainties that could cause act ual events and results to differ materially from those contained in the forward - looking statements referred hereto. Drilling Tools, Combined Co and SPAC undertake no obligation to and accept no obligation to release publicly any updates or revisions to any forward - looking statements or to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Industry, Market Data and Partnerships: In this Presentation, Drilling Tools, Combined Co and SPAC rely on and refer to certain information and statistics regarding th e markets and industries in which Drilling Tools competes. Such information and statistics are based on management’s estimates and/or obtained from third - party sources, including reports by market research firms and com pany filings. While Drilling Tools, Combined Co and SPAC believe such third - party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Drilling Tools, Combined Co and SPAC have not inde pen dently verified the accuracy or completeness of the information provided by the third - party sources. This Presentation contains descriptions of certain key business partnerships of Drilling Tools. These descriptions are based on the Drilling Tools management team’s discussion with such counterparties, certain non - binding written agreements and the latest available information and estimates as of the date of this Presentation. These descriptions are subject to negotiation and ex ecu tion of definitive agreements with certain of such counterparties which have not been completed as of the date of this Presen tat ion. Private Placement: The securities to which this Presentation relates have not been registered under the Securities Act of 1933, as amended (the “S ecurities Act”), or the securities laws of any other jurisdiction. This Presentation relates to securities that Combined Co. would intend to offer in reliance on exemptions from the registration requirements of the Securities Act and oth er applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securiti es have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities p ass ed upon the merits of this offering or determined that this Presentation is accurate or complete. Any representation to the c ont rary is a criminal offense. 1 Disclaimers

 

No Offer or Solicitation: This Presentation and any oral statements made in connection with this Presentation are is not intended to and shall not cons ti tute ( i ) a solicitation of a proxy, vote, consent, approval or authorization with respect to any securities or in respect of the proposed business combination or (ii) an offer to sell or the solicitation of an offer to buy or a recommendat ion to purchase any security of Drilling Tools, SPAC, Combined Co. or any of their respective affiliates, nor shall there be any sa le of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualifica tio n under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securit ies Act or in reliance on an exemption from the registration requirements of the Securities Act. You should not construe the cont en ts of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal, financial and related matters concerning the matters described herein, and, by accept in g this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distr ibu tion of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should info rm themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States se cur ities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securiti es of such company or from communicating such information to any other person under circumstances in which it is reasonably fore see able that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 193 4, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will ne ither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Ex cha nge Act, including, without limitation, Rule 10b - 5 thereunder. Any private offering of securities (the “Securities”) in connection with the Transaction will not be registered under the Sec uri ties Act, and will be offered and sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Ac t) and institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act). Ac cor dingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from th e r egistration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purch ase r to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be sub jec t to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither SPAC, Combined Co, or Drilling Tools is mak in g an offer of the Securities in any state or jurisdiction where the offer is not permitted. THIS PRESENTATION IS BEING DISTRIBUTED TO SELECTED RECIPIENTS ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PE RSO N OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO APPLICABLE LAW OR REGULATION. AS OF THE DATE HEREOF, NONE OF THE INFORMATION CONTAINED HEREIN HAS BEEN FILED WITH TH E SEC, ANY SECURITIES ADMINISTRATOR UNDER ANY SECURITIES LAWS OF ANY U.S. OR NON - U.S. JURISDICTION OR ANY OTHER U.S. OR NON - U.S. GOVERNMENTAL OR SELF - REGULATORY AUTHORITY. NO SUCH GOVERNMENTAL OR SELF - REGULATORY A UTHORITY WILL PASS ON THE MERITS OF THE TRANSACTION OR OTHER OFFERING OF INTERESTS IN CONNECTION WITH THE PROPOSED TRANSACTION, THE MERITS OF THE BUSINESS COMBINATION OR THE ADEQUACY OF THE INFORMAT ION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. Confidentiality: The distribution and use by each recipient of the information contained in this Presentation and any other information provid ed to the recipient by or on behalf of Drilling Tools or SPAC is governed by a confidentiality agreement that has been executed and delivered by each recipient and which strictly limits the circulation and copying of the information contained i n t his Presentation ("Confidentiality Agreement"). If you have not executed and delivered such a Confidentiality Agreement, you hav e received this Presentation in error. If so, please notify Drilling Tools immediately, and immediately return this Presentatio n t o us or destroy any copies you may have. Except as provided in such Confidentiality Agreement, this Presentation may not be d ist ributed, reproduced or used without the express consent of Drilling Tools or SPAC for any other purpose than the preliminary evaluatio n o f a potential transaction by the person to whom this Presentation has been delivered. This Presentation and information contained herein constitutes confidential information and is provided to you on the conditi on that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or i n p art without the prior written consent of Drilling Tools or SPAC and is intended for the recipient hereof only. By accepting this Presenta tio n, each recipient further agrees to return or destroy all copies of this Presentation or portions thereof in its possession f oll owing the request for the return or destruction of such copies. As it pertains to the Transaction, in the event of any conflict between th is Presentation and information contained in the agreements, documents, or instruments related to or in connection with the P IPE Offering (the “Offering Documents”), the information in the Offering Documents will control and supersede the information con tai ned in this Presentation. No person has been authorized to make any statement concerning SPAC and Drilling Tools other than a s will be set forth in the Offering Documents, and any representation or information not contained therein may not be relied up on. An investment in the Transaction should be made only after careful review of the information contained in the Offering Docume nt s. No Relationship or Joint Venture: Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, pr in cipal and agent or joint venture. This Presentation does not create any obligation on the part of either SPAC, Combined Co, Drilling Tools or the recipient to enter into any further agreement or arrangement. Unless and unti l a definitive agreement has been fully executed and delivered, no contract or agreement providing for a transaction will be deem ed to exist and none of SPAC, Combined Co, Drilling Tools or the recipient will be under any legal obligation of any kind whatsoeve r. Accordingly, this Presentation is not intended to create for any party a right of specific performance or a right to seek any pa yment or damages for failure, for any reason, to complete the proposed business combination contemplated herein. Use of Projections: This Presentation contains projected financial information with respect to Drilling Tools. Such projected financial informati on constitutes forward - looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. Further, illustrative presentations are not necessarily based on management’s pr ojections, estimates, expectations or targets but are presented for illustrative purposes only. Drilling Tools’ independent a udi tors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusio n i n this Presentation, and, accordingly, they did not express an opinion or provide any other form of assurance with respect th ere to for the purpose of this Presentation. The assumptions and estimates underlying such financial forecast information are inherently un certain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. S ee “Forward - Looking Statements” above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation is not intended, and s ho uld not be regarded, as a representation by any person that the results reflected in such forecasts will be achieved. Further, th e m etrics referenced in this Presentation regarding select aspects of Drilling Tools’ operations were selected by SPAC and Drill ing Tools on a subjective basis. Such metrics are provided solely for illustrative purposes to demonstrate elements of Drilling Tools’ bus iness, are incomplete and are not necessarily indicative of Drilling Tools’ performance or future performance or overall oper ati ons. There can be no assurance that historical trends will continue. Any investment in the Transaction entails a high degree of ri sk. No assurance can be given that investors will receive a return on their capital, and investors could lose part or all of thei r investment. 2 Disclaimers (Cont’d)

 

Non - GAAP Financial Measures: This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principl es (“GAAP”), including, but not limited to, earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA before capital expenditure (“Free Cash Flow”), total debt less cash and cash equivalents (“Ne t D ebt”) and certain ratios and other metrics derived therefrom. Note that other companies may calculate these non - GAAP financial measures differently, and, therefore, such financial measures may not be directly comparable to similarly titled measures of oth er companies. Further, these non - GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Drilling Tools’ financial results. Therefore, these me asures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that SPAC’s, Combined Co’s and Drilling Tools’ presen tat ion of these measures may not be comparable to similarly titled measures used by other companies. SPAC, Combined Co and Drilling Tools believe these non - GAAP measures of financial results provide useful information to management and investors regar ding certain financial and business trends relating to Drilling Tools’ financial condition and results of operations. SPAC, Combined Co and Drilling Tools believe that the use of these non - GAAP financial measures provides an additional tool for investo rs to use in evaluating ongoing operating results and trends in Drilling Tools, and in comparing Drilling Tools’ financial me asu res with those of other similar companies, many of which present similar non - GAAP financial measures to investors. These non - GAAP fi nancial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non - GAAP financial measures. Please refer to footnotes where presented on each page of this Presentation or to the tables therein for a reconciliation of these measures to what Drilling Tools believes are the most directly comparable measure evaluated in accordance with GAAP. Reconciliation of histori cal non - GAAP measures to comparable GAAP measures are provided on page 42.This Presentation also includes certain projections of non - GAAP financial measures. Drilling Tools does not provide reconciliations of EBITDA, Free Cash Flow, EBITDA margin (the re sult obtained from dividing EBITDA by revenue) or Free Cash Flow margin (the result obtained from dividing Free Cash Flow by revenue) to net income on a forward - looking basis because Drilling Tools is unable to forecast the amount or significance of cer tain items required to develop meaningful comparable GAAP financial measures without unreasonable efforts. These items includ e gains or losses on sale or consolidation transactions, accelerated depreciation, impairment charges, gains or losses on retir eme nt of debt, variations in effective tax rate and fluctuations in net working capital, which are difficult to predict and esti mat e and are primarily dependent on future events, but which are excluded from Drilling Tools’ calculations of EBITDA, EBITDA margin, Free Ca sh Flow, and Free Cash Flow margin. Certain monetary amounts, percentages and other figures included in this Presentation hav e been subject to rounding adjustments. We expect the variability of these items could have a significant impact on our reporte d G AAP financial results. Certain other amounts that appear in this Presentation may not sum due to rounding. In connection with the filing by SPAC of its preliminary proxy statement / prospectus / consent solicitation statement on Form S - 4 with respect to the proposed business combination, and in the course of the review by the SEC of such preliminary proxy statement / prospectus / consent solicitati on statement, SPAC may make changes to the information presented in this Presentation, including, without limitation, the descri pti on of Drilling Tools’ business and the financial information and other data (including the prospective financial information and ot her data) included in this Presentation. Comments by the SEC on information in the preliminary proxy statement / prospectus / consent solicitation statement may require modification or reformulation of the information we present in this Presentation, and any such modification or reformulation could be significant. In particular, we note that the SEC has adopted certain rules re ga rding the use of EBITDA and other financial measures that do not comply with GAAP in the United States, which rules will be applica ble to the preliminary proxy statement / prospectus / consent solicitation statement which has been filed with respect to the proposed business combination. Trademarks: This Presentation contains trademarks, service marks, trade names and copyrights of Drilling Tools and other companies, which a re the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but Drilling Tools an d S PAC will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks , s ervice marks, trade names and copyrights. Further, third - party logos included in this Presentation may represent past or present vendor s or suppliers of materials and/or products to Drilling Tools for use in connection with its business or may be provided simp ly for illustrative purposes only. Inclusion of such logos does not necessarily imply affiliation with or endorsement by such firms or businesses. There is no guarantee that SPAC, Combined Co and Drilling Tools will work, or continue to work, with any of the f irm s or businesses whose logos are included herein in the future. SPAC filed a preliminary proxy statement / prospectus / consent solicitation statement with the SEC on February 14, 2023, and an amendment thereto on April 3, 2023, which will be mailed to its shareholders once definitive. SPAC’s shareholders and other interested persons are advised to read the preliminary proxy statement / prospectus / consent solicitation statement and the ame ndments thereto and the preliminary proxy statement / prospectus / consent solicitation statement and other documents filed i n connection with the proposed business combination, as these materials will contain important information about Drilling Tools , S PAC and the proposed business combination. When available, these materials will be mailed to shareholders of SPAC as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain copie s o f the preliminary proxy statement / prospectus / consent solicitation statement, the definitive proxy statement / prospectus / consent solicitation statement and other documents filed with the SEC, without charge, once available, at the SEC’s website a t w ww.sec.gov, or by directing a written request to SPAC at WINSTON & STRAWN LLP, 800 CAPITOL STREET, SUITE 2400, HOUSTON, TX 77002. Participants in the Solicitation for the Proposed Business Combination: SPAC and its directors and executive officers may be deemed participants in the solicitation of proxies from SPAC’s sharehold er s with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in SPAC is contained in SPAC ’s Registration Statement on Form S - 1, as effective on December 1, 2021, which was filed with the SEC and is available free of char ge at the SEC’s web site at www.sec.gov, or by directing a written request to SPAC at WINSTON & STRAWN LLP, 800 CAPITOL STREET, SUI TE 2400, HOUSTON, TX 77002. Additional information regarding the interests of such participants are contained in the preliminary proxy statement / prospectus / consent solicitation statement for the proposed business combination when availabl e. Drilling Tools and its members and executive officers may also be deemed to be participants in the solicitation of proxies fr om the shareholders of SPAC in connection with the proposed business combination. A list of the names of such members and execut ive officers and information regarding their interests in the proposed business combination are included in the preliminary proxy statement / prospectus / consent solicitation statement for the proposed business combination when available. 3 Disclaimers (Cont’d)

 

4

 

Table of Contents 5 Transaction Summary 6 Business Overview 9 Financial Overview and Growth Opportunities 32 Valuation 36 Question & Answer Session 40 Appendix 41

 

6 Transaction Overview

 

7 DTI’s Key Attributes Long - tenured company with proven ability to generate profits through cycles and experienced management team Established Company Serves blue - chip customer base through international operating footprint and large fleet of tools and facilities Excellent Customer Service Proprietary order management system supports customer and the company’s performance and deliver profitable growth Sustainable Competitive Advantages Well positioned to participate in consolidation likely to occur in the fragmented, small - cap oilfield services market Strong M&A Pipeline Robust commodity demand expected to serve as economic tailwind for profitability over the medium term Constructive Macroeconomic Environment ROC Energy SPAC Acquisition Target Review Companies Identified Extensive Diligence Completed 1 6 >50 ROC Energy Acquisition Corporation’s Investment Thesis Hicks Equity Partners has been the majority owner of DTI since 2012 Impressive Financial Partners

 

Common equity holders are rolling 100% of their shares as part of the Transaction Note: Due to rounding numbers presented herein may not sum precisely to the totals provided. 8 Transaction Summary ($Millions, except where otherwise noted) Estimated Sources and Uses Pro Forma Valuation Sources Rollover Equity $198 SPAC Cash in Trust 209 PIPE Proceeds (2) 45 Cash from Balance Sheet 2 Total Sources $455 Uses Cash to Selling Common Shareholders $ -- Rollover Equity 198 Retirement of DTI Preferred Equity 11 Paydown of DTI Indebtedness 18 Estimated Fees & Expenses 10 Cash to Balance Sheet 217 Total Uses $455 1) Before the impact of any potential redemptions by ROC Energy’s existing shareholders. Actual results in connection with the business combination may differ. Cash in trust available at the consummation of the business combination expected to be higher than $209 million due to interest accrued on trust investments, net of any ROC tax payments. 2) Based on proposed transaction. 3) Based on December 31, 2022 financials. 4) Estimated Total Transaction Expenses for both ROC Energy and DTI. 5) Pro forma share count assumes 0% redemption by ROC Energy’s existing shareholders and includes 19.63 million shares to existing DTI shareholders, 22.77 million ROC Energy public shares (including 20.70 million public shares and 2.07 public rights), 5.18 million ROC Energy founder shares, 0.18 million ROC Energy representative founder shares held by EarlyBird Capital, 4.46 million PIPE shares and 0.88 million ROC Energy Private Placement shares (including 0.80 million private placement shares and 0.08 private placement rights). 6) With respect to Non - GAAP financial measures, see “Non - GAAP Financial Measures” on page 3. 7) Under certain conditions outlined in the definitive legal documents for the business combination, the founder shares will be reallocated. Share Price ($ per share) $10.10 (x) Shares Outstanding (millions) (5) 53.1 Pro Forma Equity Value $536 Less: Pro Forma Cash (217) Plus: Pro Forma Debt -- Pro Forma Enterprise Value $319 to 2023E Adj. EBITDA 5.5x 2023E Adj. EBITDA $58 (1) (4) Pro Forma Ownership (6) (3) (3) (6) (4) Existing DTI Shareholders Public Shares 37% Public Shares 43% PIPE Investors 8% ROC Energy Founder Shares 10% ROC Energy Private Placement 2%

 

9 Business Overview

 

1) Baker Hughes; 2) Energy Information Association; 3) Spears Directional Drilling Market Report – Q3 2022. Only includes numbe r of feet drilled through reservoir rock, excludes vertical part of well; 4) Rystad 10 A combination of elevated commodity prices, increased rig count and capital spending creates a highly constructive market bac kdr op Significant Industry Tailwinds & Supportive Macro Backdrop Historical Rig Count (1) Historical Commodity Pricing (2) E&P Capital Spending (4) Historical Feet Drilled (3) - 500 1,000 1,500 2,000 2,500 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 North America Rest of World - 5 10 15 20 25 30 35 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022E Q1 2023E Q2 2023E Q3 2023E Q4 2023E Millions of Feet $0 $50 $100 $150 $200 $250 $300 $0 $100 $200 $300 $400 $500 $600 2020 2021 2022E 2023E 2024E 2025E United States Capital Spending ($ Bn) Global Capital Spending ($ Bn) Global United States $- $2 $4 $6 $8 $10 $- $20 $40 $60 $80 $100 $120 $140 Mar-20 Sep-20 Mar-21 Sep-21 Mar-22 Sep-22 Mar-23 WTI Spot Prices ($/Bbl) WTI Oil Henry Hub Natural Gas

 

1) Reflects financial outlook communicated on February 14, 2023. 11 Reiterating 2023 Financial Outlook Maintaining outlook for robust growth and profitability in 2023 Metric Guidance Status Revenue ($ million) $163.8 Adjusted EBITDA ($ million) $58.0 Adjusted EBITDA Margin 35.4% Free Cash Flow ($ million) $18.6 x Reiterating 2023 financial outlook (1) x Maintained outlook despite ongoing volatility in commodity price and macro environment x Evidences resiliency of business margin and blue - chip customer base x On target to achieve attractive margins and growth in 2023 x Revenue and Adjusted EBITDA forecasted to grow 26% and 35% vs. 2022, respectively x Exhibiting strength across the product lineup x Reiterating product - level EBITDA margins Key Guidance Summary Denotes reiteration of previously communicated financial forecast

 

1) Includes four international stocking points. See page 18 for additional detail. 12 DTI is a Leading Rental Provider of Mission Critical Drilling Tools A platform developed and designed to keep up with the ever - changing requirement of our customers 65,000+ DTI manages & maintains a fleet of over 65,000 rental tools and drilling equipment Global DTI has a global footprint, with a presence and service capabilities in all major U.S. basins 22 (1) DTI operates from 22 service centers, shops, distribution and repair centers 4 segments DTI operates across diverse segments including Directional Tool Rentals, Wellbore Optimization Tools, Premium Tools and Other ~40 years DTI’s history began in 1984 with the founding of Directional Rentals, an equipment provider to offshore drillers Permian DTI has an extensive footprint across the prolific Permian Basin including Midland & Delaware 35,840 SF DTI operates a 35,840 square foot manufacturing & repair facility located in Louisiana ~$130 Million 2022 revenue, reflecting the Company’s established scale

 

Why do E&P operators and some service providers prefer to rent rather than buy? 13 The Rental Tool Business & DTI’s Value Proposition Topic DTI’s Value - Additive Solutions Outsources Logistics, Inspection, Storage and Maintenance Customers lack the willingness, resources and/or experience to track, transport, store, maintain and inspect tubing, drill pipe and other equipment DTI has the resources to make renting downhole tools a reliable and economical choice for customers including a large physical infrastructure, proprietary inventory management system, as well as needed inspection, repair, and hardfacing to support the fleet of rental equipment Eliminates Equipment Redeployment Risk Inefficient to own comprehensive fleet of expensive equipment specifically designed for formations / regions By serving a broad customer base, DTI can efficiently deploy specialized equipment across major U.S. oil & gas regions Immediate Equipment Availability Modern well designs require highly specialized equipment that is not typically carried on drilling or workover rigs DTI owns a wide variety of equipment available for use 24/7, along with extensive machining capabilities to rapidly meet customer needs Fill Equipment Supply Gaps Many drillers and well service providers maintain only a small core set of tubing and drill pipe DTI’s inventory includes equipment required for extended reach laterals as well as a range of specialty or premium products that are needed to withstand the rigors of deep unconventional wells Focus Capex On Core Operations Industry shift towards lean capital programs DTI’s rental equipment allows operators to focus capex investment on core businesses Simplifies Working Interest Partner Expense Allocation The perception of excessive charges can lead to disputes among working interest partners DTI as a service provider eliminates the need for an E&P operator to charge working interest partners a substantial fee for the purchase of equipment Customer Challenges Given the complexity of modern drilling, completions and workover programs, most drillers and service providers prefer to foc us on core competencies and rely on third - parties for the rental, repair, inspection and inventory management of downhole drilling tools

 

14 Expansive Offering to Supply Drilling Tools Required in a Typical Job Blow Out Preventer Drill Pipe Hevi - Wate Drill Pipe Crossover Subs Spiral Drill Collar Drill - N - Ream TM RotoSteer TM Stabilizer Bit Sub Represents Key DTI Rental Product Diverse and extensive inventory of tools to address the wide - ranging needs of oil & gas customers across all regions Non - Magnetic Collar

 

Source: Company financials and management estimates. 1) Net of eliminations. 15 Leading provider of downhole drilling equipment rentals to North American onshore and offshore markets, as well as select int ern ational locations, with a highly competitive suite of differentiated products serving blue - chip E&P operators and large oilfield service companies A Market Leader in Downhole Tools for the Oil & Gas Industry Core Product and Service Offering Directional Tools Rental (“DTR”) Wellbore Optimization Tools Premium Tools (“Premium”) Other Products & Services Rental tools used in bottom hole assemblies (“BHA”) adjacent to the drill bit More than 30 categories of tools, including: — Stabilizers — Drill Collars — Roller Reamers — Hole Openers — Downhole Filters — Sub Assemblies — Drilling Accessories Sole North American distributor of the patented Drill - N - Ream TM , a proprietary and patented wellbore conditioning tool Distributor of composite casing centralizers and specialty roller reamers Emerging products include RotoSteer TM and DrillSafe TM Float Valve for Managed Pressure Drilling Complete inventory of necessary handling tools for running workstrings Offers tubulars for drilling, workover and completion operations including: — Drill Pipe — Drill Collars — Kellys — Pup Joints — Tubing American Petroleum Institute (“API”) blowout preventers (“BOPs”) and related pressure control accessories Downhole Inspection Solutions offers inspection services and provides technical support for tool life analysis and BHA component development Technical Services Group provides engineering, research and product development Product Sales — Downhole Tools — Completion and Production Tools Emerging Product Launch Team incubates new tools and businesses before they reach critical scale 60% of 2022 Revenue 20% of 2022 Revenue 18% of 2022 Revenue 3% of 2022 Revenue (1)

 

16 How Did We Get There? DTI Has a Long History of Success 1984 Founded as Directional Rentals Primarily rented stabilizers and sub - assemblies to offshore directional drillers in the Gulf of Mexico (“GoM”) 2009 Opened Houston, TX and Casper, WY offices Mike Domino joined the management team 2013 Acquired Schlumberger’s downhole tools inventory Wayne Prejean and David Johnson joined management team as CEO and CFO, respectively 2016 Substantially increased market share in North America Established partnership with manufacturer of patented Drill - N - Ream TM tool 2022 Established exclusive partnership for RotoSteer TM ~65,000 tools Sustains market leading position Domestic locations: 18 (including headquarters) 1991 Expanded offering to include non - magnetic drill collars and sub - assemblies 2012 Hicks acquired majority interest in DTI — ~5,000 tools — Locations: 4 Purchased NOV tools, significantly increasing scale and capabilities 2014 Acquired Reamco , adding offshore tools and tool repair capabilities Rebranded as Drilling Tools International, Inc. Established Quality Assurance team and began API certification process 1984 Today DTI’s history began in 1984 when it was founded as Directional Rentals to provide equipment to offshore drillers In 2012, Hicks Energy Partners acquired a majority interest in Directional Rentals before merging with Allegiant Tool & Machi ne to become DTI Since then, DTI has focused on strategically acquiring inventory and business units to become a leader in drilling tool renta ls in North America 2019 Achieved over 50% market share in North America in DTR segment Developed Customer Order Management Portal and Support System (“COMPASS”) for customized rental tool management 2017 Drill - N - Ream TM average monthly revenues exceed $1 million Launched Downhole Inspection Solutions Achieved leading market share in offshore GoM, growing from 1 rig in 2013 to 12 rigs in 2017 Acquired: — Premium Tools — RIK, Incorporated — Stinger Production Valve — Friction Reduction Tools — Cajun Plugs, a dissolvable frac plug 2018

 

17 Our Proven Track - Record in Executing & Integrating M&A Management boasts a proven track record in strategic acquisitions highlighted by the integration of 4 businesses since 2012 Select Acquisitions Target Year Acquired Description 2013 2014 2018 2018 Purchased their entire North American fleet of Bottom Hole Assembly Components in exchange for a 4 - year supply agreement Original agreement extended and is still in effect through 2024 Manufactures, rents and refurbishes downhole drilling tools and related products Enabled DTI to enter the offshore market by using the Reamco facility and API license to accelerate path to quickly capture leading market share Full - service drill pipe rental tool division specializing in equipment for drilling, workover, completions and well intervention Provides downhole drilling tools to directional drilling companies, serving customers in several key basins including the Permian, Rocky Mountains, and Williston Rental Tools

 

18 Scale Matters: Operations Across All Major Operating Basins in North America DTI Corporate Headquarters DTI Service Centers (DTR, DNR, & DIS): 9 Drill - N - Ream TM : 2 Premium Tools Division (PTD): 2 18 service centers, shops, distribution and repair centers located strategically across North America to service all major oi l & gas basins, providing solutions with minimal logistics required Broussard & New Iberia, LA Bakersfield, CA Williston, ND Casper, WY Midland & Odessa, TX Carlsbad, NM Houston, TX Oklahoma City, OK Charleroi, PA Nisku, Alberta Sibley, LA Minot, ND Vernal, UT Stocking Points (DTR & DNR): 2 Inspection and Repair (DIS & DMS): 1 Emerging Products: 1 Additional International Stocking Points x Permian – Midland x Permian – Delaware x Marcellus / Utica x Bakken / Williston x Barnett x Eagle Ford x Powder River x DJ Basin x Haynesville x Gulf of Mexico x Anadarko / Woodford x Granite Wash x Tuscaloosa Trend Major US Basins Serviced by DTI

 

19 1) Includes aggregate square footage from five buildings. 2) Downhole machining solutions. Strong Permian Presence in both Midland and Delaware Basins DTI has an extensive footprint within the Permian Basin, providing numerous services to clients operating in one of the most pro lific oil and gas basin Midland, TX New Mexico Texas Odessa, TX Carlsbad, NM Midland DTR Campus (1) Space (sq. ft.) 57,246 Acres 14 Segments Served DTR Midland DNR Facility Space (sq. ft.) 12,000 Acres 3.5 Segments Served DNR Odessa DMS (2) Facility Space (sq. ft.) 9,000 Acres 5 Segments Served Multiple Odessa Premium Tools Facility Space (sq. ft.) 17,417 Acres 11 Segments Served Premium Carlsbad Facility Space (sq. ft.) 3,500 Acres 2 Segments Served DNR

 

20 Machine and repair equipment ensures product quality, increases product life and improves fleet utilization Facility equipment includes hollow spindle lathes, CNC mills, racking systems, manual lathes and in - house drill collar spiraling equipment Machine shop reworks drill collars and hevi - wate drill pipe, spiraling of drill collars and anti - galling zinc phosphate applications of threading connections A full - service welding and hard facing operation to support manufactured tools and enhance rental tool life Ability to manufacture most of our rental tools enables cost reduction and control of supply chain for rental needs Raw Materials From Mill DTI Manufacturing Facility Tools Added to Fleet Damaged Tools Modernized Manufacturing and Repair Facility 35,840 square foot facility located on a ten - acre campus in Broussard, Louisiana

 

21 DTI’s proprietary customer order management system provides valuable information to the company for use in making data - based cap ital allocation and pricing decisions DTI’s COMPASS Order Management System = Key Differentiator Unique, Proprietary Software and Support System Full Catalog of Tools and Equipment Expedites Order Process Provides Customers with Centralized Order Management System Customized, Automated and Accurate Reporting Transaction Data Can be Analyzed for Capital Expenditure & Pricing Decision Making

 

ESG + Safety Are Integral to Our Success 22 1) Total Recordable Incident Rate. 2) We expect that following the business combination, a majority of our directors will be independent as per the applicable list ing rules. The wellbeing of employees, customers, and suppliers is rooted in DTI’s operations: x Identify and control exposures that can injure people, interrupt production, or damage property, equipment and material x Contributes to the welfare of employees and local communities through active participation in numerous outings and charity events DTI is committed to environmental stewardship by: x Performing continuous evaluations and implementing control measures to ensure minimization of waste x Striving for the highest levels of operational proficiency to reduce rework, use of chemicals and waste x Actively promoting recycling including extensive rental tool recycling and refurbishment programs x Pursuing opportunities to redeploy equipment in support of energy transition markets such as geothermal, carbon capture and storage, as well as other renewable projects DTI’s leadership is focused on deriving long - term value for all stakeholders by: x Executive accountability through the election of an independent board (2) x Strong internal controls x Complying with federal, state, and local regulations Environmental Social (+Safety) Governance 4.6 4.2 3.4 1.9 2.3 2.3 1.4 1.3 0.5 1.2 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Management focus on safety driving significant improvement DTI Historical TRIR (1)

 

Source: Company financials and management estimates. 1) Net of eliminations. 23 Overview of DTI’s Core Product and Service Offering ($Millions) Product / Service Offering Other Products and Services (1) Premium Tools Wellbore Optimization Tools Directional Tools Rental 2020A – 2023E Revenue Profile Key Products / Features Stabilizers (standard, directional, integral blade, sleeve type, motor / MWD and RSS sleeve) Subs (rotary, side entry, reduced section, crossover, top drive saver) Steel drill collars Drill pipe and Hevi - Wate drill pipe Drill collars Kellys Pup joints Tubing Technical services group — Sustaining engineering – research and product development Product sales (downhole tool and completion and production tools) Emerging product launch team Roller reamers Hole openers Pup joints Hardfacing Non magnetic drill collars BOPs Accumulators Hoses Flanges Range of handling tools Downhole inspection solutions – non - destructive testing services — Magnetic particle inspection liquid penetrant inspection — Ultrasonic testing — Electro magnetic testing Unique and value add products deployed by a focused group of field sales and service professionals Patented Drill - N - Ream TM Wellbore Conditioning tool Specialty roller reamers Composite casing centralizers DrillSafe TM float valve rentals for managed pressure drilling Emerging RotoSteer TM Technology $41.2 $47.6 $78.0 $100.7 2020A 2021A 2022A 2023E $15.8 $17.8 $25.3 $26.2 2020A 2021A 2022A 2023E $8.9 $6.3 $22.7 $31.9 2020A 2021A 2022A 2023E $1.8 $5.6 $3.5 $5.0 2020A 2021A 2022A 2023E

 

24 Overview of Directional Tool Rentals Key Equipment Stabilizers Reduces drill string vibration and torque… Drill Collars Adds weight to the BHA to increase rate of penetration (“ROP”) and reduce vibration… Subs and Other Equipment Variety of subs, crossovers and handling tools used in the drill string Roller Reamers / Hole Openers Enlarges and conditions wellbore…

 

1) DTI distributes the DNR pursuant to a distribution agreement with Superior Drilling Products, Inc., the owner of the relevant pa tent. 25 Overview of Wellbore Optimization Tools Products Offered Drill - N - Ream TM (“DNR”) WellBore Conditioning Tool (1) Patented technology allows the tool to maintain a market leading position Numerous benefits to the customer Allows operators to extend length of wellbore at a lower cost Substantial Improvements in Wellbore Quality Emerging Technology “ RotoSteer TM ” 2022: finalized development 2023: Commercially launched Jan 2023 Improves ROP, reduces torque and drag and eliminates slides Applicable to hundreds of locations Specialty tools division with a focused group of field sales and service professionals providing rig site visits and customer se rvice, enabling consistent product performance and customer satisfaction Specialty Reamers, Casing Centralizers, DrillSafe TM Float Valves Sealed bearing roller reamers Distributor for casing centralizers Specialty pressure control drill stem valve for managed pressure drilling

 

26 DTI offers a wide array of premium tubulars for drilling, workover and completion operations, API blowout preventers and pres sur e control accessories as well as a comprehensive suite of related handling tools Overview of Premium Tools Key Equipment Tubulars Drill Pipe – 2 ଻ ଼ Τ to 5 ଵ ଶ Τ inch API bottleneck, slim - hole, API, proprietary double shoulder - high torque connections Hevi - Wate Drill Pipe – 3 ଵ ଶ Τ to 5 ଵ ଶ Τ inch API bottleneck, slim - hole, API, proprietary double shoulder - high torque connections Drill Collars – 3 ଵ ଼ Τ to 9 ଵ ଶ Τ steel spiral and slick Kellys – hex or square from 38 to 46 inch Pup Joints – drill pipe and tubing Tubing – premium PH - 6, CS - 8 and API 8Rd with thread from 2 ଷ ଼ Τ to 4 ଵ ଶ Τ Handling Tools Stabbing Guides – for tubing and drill pipe Drifts – for all pipe sizes (Teflon, steel and aluminum) Rotary Slips – for tubing, casing, drill pipe and drill collars Safety Clamps – for pipe and collars Manual Tongs – K - 25 to K - 70 hand tongs and HT - 200 manual rotary tongs Elevators – slip grip, bottleneck and bushing types Subs – TDS, wear, float, X - over, bit, lift and pump - ins API BOPs and Pressure Control Accessories Blowout Preventers – 5M, 10M and 15M psi Accumulators – diesel, electric and air powered Hoses – high pressure, fire retardant and steel flex Spools – spacers, adaptors and diverters Double Studded Adaptors Gate Valves – manual, hydraulic and air actuated Chokes – manual adjustable and fixed orifice Manifolds – skid mounted custom buffers assembled to specification Flanged Accessories – tees, crosses (flanged and studded) Stud Bolts – B7M H 2 S service Chicksan Iron – loops, swivel joints and pups

 

27 Other Products and Services Products Offered Internal Support Services and Emerging Products Downhole Inspection Solutions Independent inspection services equipment of all DTI divisions and select external customers Critical to efficient operations Services across North America including network of six domestic and one Canadian inspection facilities Product Sales Made - to - order downhole drilling tools Completion and production Product Sales Production desander tool operations Williston, ND manufacturing and distribution facility Technical Services Group Sustaining engineering Performance analysis Product development Technical support to quality assurance

 

Blue - Chip Customer Base Across E&Ps & OFS Companies 28 2022 Revenue by Customer (%) Select DTI Customers DTI has established an exceptional customer base that includes blue - chip E&P operators and many of the largest oilfield services companies First - call supplier for leading oilfield service providers in North America Over the last decade, DTI has actively expanded its customer base to further diversify its customer mix In 2022E, DTI’s largest customer is expected to represent 14% of revenue, down from ~35% in 2016 DTI’s ten largest customers represented less than 60% of 2022 revenue Customer 1 14% Customer 2 11% Customer 3 8% Customer 4 6% Customer 5 5% Customer 6 4% Customer 7 3% Customer 8 3% Customer 9 3% Customer 10 2% All Other Customers 41% >40% of revenues from customers outside the Top 10

 

29 DTI Sales Team Covers Global Markets 1) January 1, 2022 through December 31, 2022, expected. DTI Sales Organization Coverage Aberdeen Latin America Middle East Abu Dhabi Colombia Dubai Mexico Oman Trinidad International Europe Western Canada California Bakersfield Calgary Nisku Louisiana Texas/New Mexico Rockies Casper Austin Northern LA Denver Houston Covington Minot Midland GOM Offshore Watford City New Mexico Lafayette Williston Odessa New Iberia San Antonio New Orleans North America Mid Continent / Central Northeast Ohio Dallas Pittsburgh Ft. Worth West Virginia Oklahoma City Tulsa The Sales and Corporate Strategy teams cover customer decision makers at all organizations levels, globally Texas / New Mexico 59% Louisiana 11% Western Canada 9% Rockies 8% Mid Continent / Central 7% Northeast 5% Int’l / Other 1% Revenue by Region (1) Sales Organization Covers Every Major U.S. Basin and Several Attractive International Markets Customer “Stickiness” Enabled by Frequent Interaction Across Multiple Layers of Management International Regions Represent Key Growth Opportunities x x x

 

30 Significant Upside Through Continued Consolidation DTI believes that its established M&A framework and robust M&A pipeline will allow it to rapidly consolidate the oilfield ser vic e rental tool industry Overview of DTI’s M&A Framework DTI’s 300+ MSAs, many of which are with leading service companies and E&P operators, can accelerate growth Leverage Existing Customer Relationships Geographic presence in all major U.S. markets enables quick deployment of target’s product / service suite Leverage DTI’s Large Facility Footprint Platform and experienced team can quickly commercialize new technologies that otherwise have a poor path to market Commercialize What is Otherwise Just a Good Idea Strategic emphasis on products that reduce rig days per well and therefore garner high rental rates Create Drilling Efficiencies Continue expanding into higher value, more sophisticated tools (e.g., mud motors, power sections, etc.) Increase Product Sophistication Target’s business benefits from more than 300 years of cumulative management experience Benefit from Management’s Expertise Continue to strategically review international markets and potential distribution partners Broaden International Expansion M &A Pipeline M&A Targets Reviewed Active Targets in Pipeline Near - Term Priority Targets Identified 10 ~20 100+ Has reviewed more than 100 potential acquisition targets, with approximately 20 targets in the current pipeline, 10 of which hav e been identified as addressing a near - term strategic priority

 

31 Experience Matters! – The DTI Leadership Team Experienced, talented, and committed management team with history of success Wayne Prejean President & Chief Executive Officer Mike Domino President, Directional Tool Rentals Division David Johnson Chief Financial Officer Jim Rowell VP, Premium Tools Aldo Rodriguez VP of Sales & Corporate Development Trent Pope VP, Business Development Wellbore Optimization Group Rick Young VP, QHSE & Corporate Support Ashley Lane VP, International Business Development David Cotten Director, Technical Services Chris Conner General Manager, Downhole Inspection Solutions Veda Ragsdill Director, Human Resources

 

32 Financial Overview and Growth Opportunities

 

33 Attractive Financial Profile Revenue Free Cash Flow (2) Commentary Adjusted EBITDA Growth Rate 14% 67% 26% % Margin (1) 20% 32% 35% Strong and Increasing Revenue Profile Accelerating EBITDA and Margin Profile Translating to Record Free Cash Flow Generation ($Millions) Generated positive Adjusted EBITDA margins and cash flow through the pandemic, and now boasts among the top margins and cash flo w profiles in the industry Source: Company financials and management estimates. 1) Adjusted EBITDA divided by revenue in the corresponding year. 2) Adjusted EBITDA less Maintenance and Growth CapEx . 3) Free Cash Flow divided by Revenue in the corresponding year. % Margin (3) 6% 13% 11% $67.6 $77.4 $129.6 $163.8 2020A 2021A 2022A 2023E $8.3 $15.7 $41.2 $58.0 2020A 2021A 2022A 2023E $2.0 $4.4 $17.1 $18.6 2020A 2021A 2022A 2023E

 

34 Strong Growth Driven by all DTI Products… Revenue Growth by Product Source: Company financials and management estimates. Note: Due to rounding numbers presented herein may not sum precisely to the totals provided. CAGR ’20A – ’23E Total: 34% 41% 53% 18% 35% ($Millions) $41.2 $47.6 $78.0 $100.7 $15.8 $17.8 $25.3 $26.2 $8.9 $6.3 $22.7 $31.9 $1.8 $5.6 $3.5 $5.0 $67.6 $77.4 $129.6 $163.8 2020A 2021A 2022A 2023E DTR Wellbore Optimization Tools Premium Other Products and Services

 

35 …Driving Consistently Attractive Margins Source: Company financials and management estimates. 1) Includes full burden of corporate expenses. 2) Excludes corporate expense burden. Consolidated EBITDA Margin (1) Product - Level EBITDA Margin (2) Other Products & Services Premium Tools Wellbore Optimization Tools Directional Tool Rentals Few product sale orders, all engineering and tech cost 12% 20% 32% 35% 2020A 2021A 2022A 2023E 15% 23% 32% 35% 2020A 2021A 2022A 2023E 35% 38% 42% 39% 2020A 2021A 2022A 2023E 16% 7% 50% 58% 2020A 2021A 2022A 2023E (77%) 12% (1%) 38% 2020A 2021A 2022A 2023E

 

36 Valuation

 

Common equity holders are rolling 100% of their shares as part of the Transaction Note: Due to rounding numbers presented herein may not sum precisely to the totals provided. 38 Transaction Summary ($Millions, except where otherwise noted) Estimated Sources and Uses Pro Forma Valuation Sources Rollover Equity $198 SPAC Cash in Trust 209 PIPE Proceeds (2) 45 Cash from Balance Sheet 2 Total Sources $455 Uses Cash to Selling Common Shareholders $ -- Rollover Equity 198 Retirement of DTI Preferred Equity 11 Paydown of DTI Indebtedness 18 Estimated Fees & Expenses 10 Cash to Balance Sheet 217 Total Uses $455 1) Before the impact of any potential redemptions by ROC Energy’s existing shareholders. Actual results in connection with the business combination may differ. Cash in trust available at the consummation of the business combination expected to be higher than $209 million due to interest accrued on trust investments, net of any ROC tax payments. 2) Based on illustrative transaction. 3) Based on December 31, 2022 financials. 4) Estimated Total Transaction Expenses for both ROC Energy and DTI. 5) Pro forma share count assumes 0% redemption by ROC Energy’s existing shareholders and includes 19.63 million shares to existing DTI shareholders, 22.77 million ROC Energy public shares (including 20.70 million public shares and 2.07 public rights), 5.18 million ROC Energy founder shares, 0.18 million ROC Energy representative founder shares held by EarlyBird Capital, 4.46 million PIPE shares and 0.88 million ROC Energy Private Placement shares (including 0.80 million private placement shares and 0.08 private placement rights). 6) With respect to Non - GAAP financial measures, see “Non - GAAP Financial Measures” on page 3. 7) Under certain conditions outlined in the definitive legal documents for the business combination, the founder shares will be reallocated. Share Price ($ per share) $10.10 (x) Shares Outstanding (millions) (5) 53.1 Pro Forma Equity Value $536 Less: Pro Forma Cash (217) Plus: Pro Forma Debt -- Pro Forma Enterprise Value $319 to 2023E Adj. EBITDA 5.5x 2023E Adj. EBITDA $58 (1) (4) Pro Forma Ownership (6) (3) (3) (6) (4) Existing DTI Shareholders Public Shares 37% Public Shares 43% PIPE Investors 8% ROC Energy Founder Shares 10% ROC Energy Private Placement 2%

 

37 A Differentiated Pro Forma Balance Sheet Upon close, DTI expects to have zero debt, significant cash, and a streamlined warrant - less capital structure x Expected zero debt x Expected significant cash x No warrant overhang x Streamlined capital structure x Dry powder to execute further M&A x Significant advantage vs. OFS peers • Upon closing, DTI expects to pay down all current indebtedness and come to market with zero debt • Significant cash position expected, resulting from rollover equity plus potential proceeds from common equity PIPE and ROC cash in trust • Unlike many sponsors, ROC Acquisition Corp has no warrants, resulting in a streamlined and highly flexible capital structure upon close • Result A Sturdy Balance Sheet empowering continued growth and value creation

 

Peer Valuation and Operating Metrics 39 Source: Bloomberg, Capital IQ and company filings. Market data as of April 12, 2023. 1) EBITDA includes full burden of corporate expenses. Pro forma for illustrative transaction found on page 38. 2) Pro forma for FlexSteel acquisition announced on January 3, 2023 and January 13, 2023 equity issuance. 3) Pro forma for business combination with Franks International. Peer Group Median Trading Metrics Equity Value ($MM) $536 $6,142 $3,422 $2,063 $530 Enterprise Value ($MM) $319 $6,551 $3,569 $1,863 $644 EV / 2022A EBITDA 7.8x 10.1x 10.9x 9.0x 8.7x 9.6x EV / 2023E EBITDA 5.5x 7.6x 8.4x 6.3x 6.6x 7.1x Operating Metrics 2020A – 2023E Revenue CAGR 34.3% 4.6% 35.0% 12.1% (3) 10.2% 11.1% 2020A – 2023E EBITDA CAGR 91.2% 29.6% 42.0% 39.4% (3) 55.3% 40.7% 2023E EBITDA Margins 35.4% 11.6% 33.8% 19.7% 11.5% 15.7% 2023E Free Cash Flow Margin (4) 11.3% 8.2% 30.9% 12.5% 8.5% 10.5% Balance Sheet Net Debt (5) / 2022A EBITDA (5.3x) 0.6x 0.4x (1.0x) 1.5x 0.5x (2) (1) 4) EBITDA less Total CapEx divided by Revenue. 5) Total Debt less Cash and Cash Equivalents. Robust financial performance and attractive valuation vs. peers

 

40 Question & Answer Session

 

41 Appendix

 

42 Reconciliation of Adjusted EBITDA Source: Company financials and management estimates. DTI is a December year - end company. Note: Due to rounding numbers presented herein may not sum precisely to the totals provided. ​ ($ in thousands) 2020A 2021A 2022A 2023E Net income $(18,525) $2,101 $21,080 $23,128 Interest expense, net 2,954 1,229 477 489 Income tax expense/(benefit), net (5,034) (209) 3,697 6,908 Depreciation and amortization 23,814 21,718 19,709 26,715 Intangible impairment 3,869 - - - Stock option expense 158 32 - - Monitoring fee 718 291 449 779 Reclassificaiton from operating to other expense 39 - - - Other expense/(income) 77 233 (4,218) - Unrealized loss - trade securities 247 (157) - - Loss/(gain) on non - op assets (23) (25) (32) - PPP loan forgiveness - (8,575) - - Real estate sales proceeds - (899) - - Adjusted EBITDA $8,294 $15,739 $41,163 ​$58,019

 

Risk Factors Summary Certain factors may have a material adverse effect on our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or th at we currently believe are not material, may also become important factors that adversely affect our business. If any of the follo win g risks actually occurs, our business, financial condition, results of operations and future prospects could be materially an d a dversely affected. In that event, the trading price of our common stock following the business combination could decline, and you coul d l ose part or all of your investment. Risks Relating to Our Business and Industry Certain factors may have a material adverse effect on our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or th at we currently believe are not material, may also become important factors that adversely affect our business. If any of the follo win g risks actually occurs, our business, financial condition, results of operations and future prospects could be materially an d a dversely affected. In that event, the trading price of our common stock following the business combination could decline, and you coul d l ose part or all of your investment. Potential investors are encouraged to review the “Risk Factors” section of SPAC’s proxy statement/registration statement on F orm S - 4. Risks Relating to Our Business and Industry • We are dependent upon the level of activity in the oil and gas industry, which is volatile and has caused, and may in the fut ure cause, fluctuations in our operating results. Volatility and declines in oil and gas prices may adversely affect our financia l condition and results of operation. • We operate in a highly competitive industry, and the introduction of new products and technologies by our competitors, as wel l a s the expiration of the intellectual property rights protecting our products and technologies, could lead to lower revenue an d earnings. • We are dependent on a relatively small number of customers in a single industry. The loss of an important customer could adve rse ly affect our results of operations and financial condition. • A portion of our revenue is derived from our non - United States operations and sales, which exposes us to additional risks inhere nt in doing business in other countries. • If we fail to continue to improve and enhance the functionality, performance, reliability and design of our products in a man ner that responds to our customers’ evolving needs, our business may be adversely affected. • Quality inconsistency, defects and product failures could harm our reputation and adversely affect our business, financial co ndi tion, results of operations and prospects. • We may be unable to manage our growth effectively. • A financial downturn could negatively affect our business, results of operations, financial condition and liquidity. • Inflation may increase the cost of operations beyond what we can recover through price increases. • Events outside of our control, including an epidemic or outbreak of an infectious disease, such as COVID - 19, may materially adve rsely affect our business. • Cyberattacks or other failures in telecommunications or IT systems could result in client or proprietary information theft, d ata corruption and significant disruption of our business operations. Our services may be perceived as not being secure, clients m ay curtail or stop using our services and we may incur significant legal and financial exposure and liabilities. • If we fail to attract and retain qualified management and skilled technical personnel, our business may be adversely affected . • We may incur indebtedness following the business combination that could adversely affect our business. • The terms and covenants in our existing indebtedness restrict our ability to engage in some business and financial transactio ns, which could adversely affect our business. Risks Relating to Legal and Regulatory Matters • We could be adversely affected if we fail to comply with any of the numerous existing or future federal, state, local and for eig n laws, regulations and policies that govern environmental protection, manufacturing and other matters applicable to our businesses. • The legal and regulatory landscape concerning oil & gas is complex and constantly changing. The adoption of any future feder al, state, local or foreign laws or regulations imposing reporting obligations on, banning or in any other way limiting hydraulic fracturing, land or offshore drilling, or any other aspect of oil and gas exploration could make it more difficult for our cl ien ts to complete natural gas and oil wells, which could have a material adverse effect on our business, results of operations a nd financial condition. • We may be unable to protect our proprietary rights in our products, technologies and processes. • Legislative or regulatory initiatives, conservation measures or technological advances could reduce demand for oil and gas an d, in turn, reduce demand for our products. • Climate change laws and regulations restricting emissions of greenhouse gasses could result in increased operating costs and red uced demand for our products. • Our business exposes us to potential environmental, product or personal injury liability. • We may not have adequate insurance for potential environmental, product or personal injury liabilities. 43 Risk Factors

 

Risks Relating to Legal and Regulatory Matters • We could be adversely affected if we fail to comply with any of the numerous existing or future federal, state, local and for eig n laws, regulations and policies that govern environmental protection, manufacturing and other matters applicable to our businesses. • The legal and regulatory landscape concerning oil & gas is complex and constantly changing. The adoption of any future feder al, state, local or foreign laws or regulations imposing reporting obligations on, banning or in any other way limiting hydraulic fracturing, land or offshore drilling, or any other aspect of oil and gas exploration could make it more difficult for our cl ien ts to complete natural gas and oil wells, which could have a material adverse effect on our business, results of operations a nd financial condition. • We may be unable to protect our proprietary rights in our products, technologies and processes. • Legislative or regulatory initiatives, conservation measures or technological advances could reduce demand for oil and gas an d, in turn, reduce demand for our products. • Climate change laws and regulations restricting emissions of greenhouse gasses could result in increased operating costs and red uced demand for our products. • Our business exposes us to potential environmental, product or personal injury liability. • We may not have adequate insurance for potential environmental, product or personal injury liabilities. Risks Relating to Ownership of Our Securities • We may not meet the expectations of the market or achieve the valuation indicated in our business combination. • The price of our securities may be volatile and may trade significantly below the price you pay for them. • Our financial projections may not prove to be reflective of actual future results. • There may be circumstances in which the interests of our significant stockholders could conflict with the interests of our ot her stockholders. Risks Relating to Third - Party Relationships • Our customers and the third parties with whom we contract are participants in the oil and gas, manufacturing, engineering and va rious other industries and are therefore subject to a number of risks specific to their industries, which directly or indirec tly subjects our business to many of the same risks to which their respective operations are subject. • If the security measures of the third parties with whom we contract are breached and unauthorized access is obtained to clien t o r proprietary data or our IT systems, we may incur significant legal and financial exposure and liabilities. 44 Risk Factors (Cont’d)