Mr. Dan Cuthbertson reports

KEYERA ANNOUNCES $1.8 BILLION BOUGHT-DEAL OFFERING OF SUBSCRIPTION RECEIPTS

Keyera Corp. has entered into an agreement with a syndicate of underwriters led by RBC Capital Markets, together with CIBC Capital Markets, National Bank Financial Inc., Scotiabank and TD Securities Inc. as joint bookrunners, under which the underwriters have agreed to purchase, on a bought deal basis, 45,978,000 subscription receipts of the company at a price of $39.15 per subscription receipt for aggregate gross proceeds of approximately $1.8-billion.

The net proceeds from the offering will be used to finance a portion of the purchase price to acquire substantially all of Plains' Canadian natural gas liquids business and select U.S. assets pursuant to a share purchase agreement, the details of which were announced today in a separate news release issued by Keyera.

Each subscription receipt will entitle the holder thereof, without payment of any additional consideration or further action on the part of the holder, to receive one common share of Keyera upon closing of the acquisition. In addition, while the subscription receipts remain outstanding, holders will be entitled to receive cash payments per subscription receipt that are equal to dividends declared by Keyera on each common share. Such dividend equivalent payments will have the same record date and payment date as the related common share dividends. Dividend equivalent payments will be paid first out of any interest on the escrowed funds (defined below) and then out of the escrowed funds.

The offering is expected to close on or about June 20, 2025. Keyera has granted the underwriters an overallotment option, exercisable in whole or in part at any time and from time to time until the earlier of: (i) 30 days following the closing of the offering; and (ii) the termination time (defined below), to purchase up to an additional 6,896,700 subscription receipts on the same terms and conditions as the offering.

The gross proceeds from the sale of the subscription receipts, less 50 per cent of the underwriters' fee (such amount, together with any interest and other income received or credited thereon, the escrowed funds) will be held in escrow by Odyssey Trust Company, as subscription receipt agent, and deposited or invested, as applicable, pursuant to the terms of a subscription receipt agreement.

Once notice has been delivered to the subscription receipt agent that the parties to the acquisition are able to complete the acquisition in all material respects in accordance with the terms of the acquisition agreement without amendment or waiver materially adverse to the company, but for the payment of the purchase price, and the company has available to it all other funds required to complete the acquisition, the escrowed funds, less the remaining 50 per cent of the underwriters' fee and any amounts required to satisfy any unpaid dividend equivalent payments, will be released to or as directed by Keyera up to seven business days prior to the closing of the acquisition.

If: (i) the escrow release notice and direction is not delivered to the subscription receipt agent prior to 5 p.m. Calgary time on June 30, 2026; (ii) the acquisition agreement is terminated; or (iii) the company advises RBC Capital Markets, on behalf of the underwriters, and the subscription receipt agent or announces to the public that it does not intend to proceed with the acquisition (each, a termination event, and the time of the earliest of such termination event to occur, the termination time), the subscription receipt agent will pay to each holder of subscription receipts, an amount per subscription receipt equal to the offering price in respect of such subscription receipt, plus: (x) if a dividend equivalent payment has been paid or is payable in respect of the subscription receipts at any time following the issuance of the subscription receipts, any unpaid dividend equivalent payment owing to such holder; or (y) if no dividend equivalent payment has been paid or is payable in respect of the subscription receipts at any time following the issuance of the subscription receipts, such holder's proportionate share of any interest and other income received or credited on the investment of the escrowed funds between the closing of the offering and the termination time.

Completion of the offering is subject to certain conditions, including receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

The subscription receipts will be offered to prospective purchasers in all provinces of Canada by way of a prospectus supplement to the base shelf prospectus of the Company dated Dec. 12, 2023. The subscription receipts may also be offered in the United States by way of private placement to qualified institutional buyers in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 and internationally pursuant to applicable private placement exemptions.

Access to the prospectus supplement, the base shelf prospectus and any amendments to the documents is provided in accordance with securities legislation relating to procedures for providing access to a prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus is, and the prospectus supplement will be (within one business day of the date hereof), accessible on SEDAR+. An electronic or paper copy of the prospectus supplement, the base shelf prospectus and any amendment to the documents may be obtained, without charge, from RBC Dominion Securities Inc., attention: distribution centre, 180 Wellington St. W, eighth floor, Toronto, Ont., M5J 0C2, or by e-mail at distribution.rbcds@rbccm.com by providing the contact with an e-mail address or address, as applicable. The base shelf prospectus and prospectus supplement contain important, detailed information about the company and the offering. Prospective investors should read the base shelf prospectus and prospectus supplement (when filed) before making an investment decision.

About Keyera Corp.

Keyera operates an integrated Canadian-based energy infrastructure business with extensive interconnected assets and depth of expertise in delivering energy solutions. Its predominantly fee-for-service-based business consists of natural gas gathering and processing; natural gas liquids processing, transportation, storage and marketing; iso-octane production and sales; and an industry-leading condensate system in the Edmonton/Fort Saskatchewan area of Alberta. Keyera strives to provide high-quality, value-added services to its customers across North America and is committed to conducting its business ethically, safely, and in an environmentally and financially responsible manner.

We seek Safe Harbor.