Mr. Patrick Dovigi of GFL reports

GFL ENVIRONMENTAL AND SECURE WASTE INFRASTRUCTURE ANNOUNCE ACQUISITION BY GFL, FURTHER EXPANDING AND DENSIFYING GFL'S WESTERN CANADIAN FOOTPRINT

GFL Environmental Inc. and Secure Waste Infrastructure Corp. have entered into a definitive agreement, pursuant to which GFL has agreed to acquire all of the issued and outstanding common shares of Secure for $24.75 per Secure common share, representing an enterprise value of approximately $6.4-billion. The consideration for the transaction will be satisfied through a combination of 80 per cent in GFL subordinate voting shares and 20 per cent in cash. The transaction will be implemented through a plan of arrangement under the Business Corporations Act (Alberta).

• Unique opportunity to acquire a leading waste management provider in Western Canada;
• Immediately accretive, increasing adjusted free cash flow per share by 12 per cent to 15 per cent;
• Highly attractive financial profile, increasing adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) margin to 31.6 per cent and adjusted free cash flow conversion to between 40.5 per cent and 42.5 per cent on a pro forma basis;
• Net leverage neutral acquisition providing GFL with enhanced scale and balance sheet flexibility;
• Purchase price of $24.75 per Secure common share delivers immediate value to Secure shareholders;
• Enhances potential for broader future equity index inclusion.

The purchase price of $24.75 per Secure common share represents a premium of 23 per cent to the volume-weighted average price of the common shares of Secure for the 60 trading days ending April 10, 2026. Under the terms of the transaction, Secure common shareholders will receive, at their election, (i) $24.75 in cash, (ii) 0.4195 of a GFL subordinate voting share or (iii) a combination of $4.95 in cash and 0.3356 of a GFL subordinate voting share, for each Secure common share held, subject to pro-ration, based on a maximum amount of GFL subordinate voting shares and maximum amount of cash as set out in the plan of arrangement, such that the aggregate consideration paid to Secure common shareholders will consist of 80-per-cent GFL subordinate voting shares and 20-per-cent cash.

The transaction is fully financed and is not subject to any financing conditions.

Secure operates a large-scale, diversified waste management platform in Western Canada and North Dakota through its vertically integrated network of assets across over 80 locations, including 12 landfills, 55 waste treatment facilities, 12 recycling facilities, 98 injection wells and five transfer stations. Secure's operations are supported by a proven management team and over 2,000 employees.

"The acquisition of Secure will provide us with a highly complementary network of permitted waste processing and disposal assets that will densify our footprint in Western Canada, significantly enhance our scale and expand our ability to offer customers a full suite of waste management services," said Patrick Dovigi, founder and chief executive officer of GFL.

Mr. Dovigi continued: "The transaction reinforces GFL's goal of creating long-term equity value for our shareholders and is expected to significantly accelerate the achievement of the multiyear financial targets we outlined at our investor day in early 2025. The high-quality portfolio of acquired assets coupled with Secure's strong operating margins and lower maintenance capital intensity are expected to increase adjusted EBITDA margin to 31.6 per cent and adjusted free cash flow conversion to between 40.5 per cent and 42.5 per cent. The transaction is also expected to be immediately accretive to adjusted free cash flow per share by 12 per cent to 15 per cent. Our significantly enhanced scale following the acquisition will allow us to materially increase our capital deployment capacity while maintaining our targeted year-end net leverage in the low-to-mid 3s. Additionally, the transaction increases GFL's float weighted market capitalization which provides greater liquidity and enhances potential for broader future equity index inclusion.

"With this transaction, we have delivered to Secure shareholders an immediate premium to market value, crystalizing the intrinsic value in our shares and delivering approximately $5.5-billion of equity value to shareholders," said Mick Dilger, chairman of the board of Directors of Secure. "We have long respected how Patrick and his team have grown GFL over the years and believe that the 16-per-cent ownership interest that Secure common shareholders will retain in the combined company will provide shareholders with meaningful upside as GFL continues to execute on its growth strategy."

"The transaction will combine Secure's hard to replicate infrastructure network with GFL's broader platform, strengthening GFL's ability to capture more waste streams across the value chain," said Allen Gransch, president and CEO of Secure. "We look forward to joining the GFL team on closing and working together to further unlock value for all shareholders."

Mr. Dovigi concluded: "We are excited that Allen and Secure's other senior management will continue to lead the business following closing as both employees and shareholders of GFL. We look forward to welcoming the over 2,000 Secure employees to the GFL family."

The transaction has been unanimously approved by the board of directors of both companies. Angelo, Gordon & Co. LP and Solus Alternative Asset Management LP, which collectively own approximately 20 per cent of the issued and outstanding Secure common shares, together with the directors and senior officers of Secure who collectively own approximately 2 per cent of the issued and outstanding Secure common shares, have entered into customary voting and support agreements pursuant to which they have agreed to vote all of their Secure common shares in favor of the transaction at a special meeting of shareholders which is expected to be held in late May, 2026.

Secure special committee and board recommendations

In connection with the transaction, the Secure board established a special committee, comprising entirely independent directors, to, among other matters, review the terms of the transaction and consider potential alternatives available to Secure. The special committee, after considering the terms of the proposed transaction in detail and upon receipt of advice from external legal counsel and the advice and fairness opinion from its financial adviser, unanimously recommended to the Secure board, among other things, that the Secure board approve the proposed transaction.

The Secure board, informed in part by the recommendation of the special committee, and after considering the terms of the proposed transaction in detail and receiving advice from external legal counsel and advice from its financial advisers and a fairness opinion, unanimously: (i) determined that the consideration to be received by the Secure common shareholders pursuant to the transaction is fair, from a financial point of view, and that the transaction is in the best interests of Secure; (ii) resolved to unanimously recommend that the Secure common shareholders vote in favour of the transaction; and (iii) authorized the entering into of the arrangement agreement and the performance by Secure of its obligations under the arrangement agreement.

RBC Capital Markets provided a verbal independent fairness opinion to the Secure board and ATB Cormark Capital Markets provided a verbal independent fairness opinion to the special committee, in each case, to the effect that, based upon and subject to the various matters, limitations, and qualifications and assumptions stated in each such opinion, the consideration to be received by the Secure common shareholders pursuant to the transaction is fair, from a financial point of view, to the Secure common shareholders.

Financing plan

GFL has obtained fully committed financing for the transaction through a bridge facility which can be used, together with cash on hand and capacity under its revolving credit facility, to finance the cash component of the transaction. GFL will evaluate other long-term strategic and opportunistic financing opportunities as they present themselves. GFL expects to maintain its current credit rating profile following the closing of the transaction.

Transaction details

The transaction requires approval by at least: (i) 66.66 per cent of the votes cast by Secure common shareholders represented in person or by proxy at the special meeting; and (ii) a simple majority of the votes cast by Secure common shareholders represented in person or by proxy at the special meeting, excluding those votes attached to Secure common shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

Details of the transaction and the required Secure common shareholder approval will be included in an information circular that Secure expects to mail to the Secure common shareholders and file on SEDAR+ in late April, 2026. All holders of Secure common shares are urged to read the circular once available as it will contain additional important information concerning the transaction, including the deadline for making elections to receive cash and/or GFL subordinate voting shares.

The transaction is expected to close in the second half of 2026, subject to the satisfaction of customary closing conditions, including court approval, regulatory approvals and approval by Secure shareholders, as further detailed in the arrangement agreement, a copy of which will be filed on GFL's profile on SEDAR+ and on EDGAR, and Secure's profile on SEDAR+.

The arrangement agreement includes customary deal protection provisions, including that Secure has agreed not to solicit or initiate any discussions regarding any other transaction, subject to customary fiduciary-out rights to respond to a superior proposal. Secure has also granted GFL a right to match any superior proposal and will pay a termination fee of $200-million to GFL if the arrangement agreement is terminated in certain circumstances. GFL has agreed to pay an expense reimbursement fee of up to $20-million to Secure if the arrangement agreement is terminated in certain circumstances.

Following completion of the transaction, it is expected that the Secure common shares will be delisted from the TSX and Secure will cease to be a reporting issuer under Canadian securities laws.

Conference call

GFL and Secure will hold a conference call to discuss the transaction on April 13, 2026, at 8:30 a.m. Eastern Time. A live audio webcast of the conference call can be accessed by logging onto GFL's investors page, or listeners may access the call toll-free by dialling 1-833-950-0062 in Canada or 1-833-470-1428 in the United States (access code: 194824) approximately 15 minutes prior to the scheduled start time.

Participants who will be dialling in are encouraged to preregister for the conference call. Callers who preregister will be given a conference access code and PIN to gain immediate access to the call and bypass the live operator on the day of the call.

Advisers

Barclays is acting as financial adviser to GFL and Stikeman Elliott LLP is acting as legal counsel to GFL in connection with the transaction. Moelis & Company LLC and RBC Capital Markets are acting as financial advisers to Secure. McCarthy Tetrault LLP is acting as lead Canadian legal counsel to Secure in connection with the transaction, with Bennett Jones LLP acting as Canadian competition counsel to Secure.

About GFL Environmental Inc.

GFL is the fourth-largest diversified environmental services company in North America, providing comprehensive solid waste management services from its platform of facilities throughout Canada and 18 U.S. states. GFL has a work force of more than 15,000 employees across its organization.

About Secure Waste Infrastructure Corp.

Secure is a leading waste management and energy infrastructure business headquartered in Calgary, Alta. Secure's waste management segment is centred on a network of long-life, permitted processing, recovery, and disposal infrastructure across Western Canada and North Dakota that plays an essential role in the safe, efficient and environmentally responsible management of waste generated by energy and industrial activity. Processing activities optimize the handling of hazardous and non-hazardous liquids, solids, emulsions, and industrial byproducts, while recovery activities enable the recycling of metals and recovered oil, and disposal assets provide compliant, long-term solutions for residual waste. Secure's energy infrastructure segment consists of crude oil terminals and storage facilities, and pipeline-connected infrastructure that enable the optimization, terminalling, storage, and movement of crude oil and natural gas liquids to market, including value-adding marketing and optimization activities.

We seek Safe Harbor.