TIDEWATER MIDSTREAM AND INFRASTRUCTURE LTD. ANNOUNCES FOURTH QUARTER AND YEAR-END 2025 RESULTS, OPERATIONAL UPDATE, AND 2026 FINANCIAL GUIDANCE

(TSX: TWM)

CALGARY, AB, March 26, 2026 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation" when referring to the consolidated group, and "Tidewater Midstream" when referring to the legal entity) (TSX: TWM) has filed its consolidated financial statements and Management Discussion and Analysis ("MD&A") for the year ended December 31, 2025.

Fourth Quarter 2025 Highlights

• Consolidated net loss attributable to shareholders was $30.0 million in the fourth quarter of 2025 compared to a net loss attributable to shareholders of $3.3 million during the fourth quarter of 2024. The larger net loss was primarily due to lower operating income, the absence of an impairment reversal in the current quarter, and lower income from equity investments, offset in part by favorable changes in the fair value of derivative contracts and lower interest rates in the current period.
• Consolidated adjusted EBITDA¹was $3.0 million for the fourth quarter of 2025 compared to $20.0 million in the fourth quarter of 2024. The decrease was primarily due to a lower gross margin in the current period and lower contributions from equity investments, partially offset by lower losses on realized derivative contracts.
• On October 21, 2025, Tidewater completed the sale of its Sylvan Lake gas plant and associated gathering infrastructure (collectively, the "Sylvan Lake Gas Processing Facility") to Parallax Energy Operating Inc. for total proceeds of approximately $5.5 million, subject to customary adjustments. Proceeds from the transaction were used to repay amounts outstanding on the Tidewater Midstream senior credit facility.
• On November 10, 2025, and December 4, 2025, Tidewater Midstream and the Government of British Columbia executed initiative agreements that will provide Tidewater Midstream with BC LCFS Credits to support the production of low-carbon renewable diesel and renewable gasoline from the hydrotreater co-processing unit and fluid catalytic cracking ("FCC") co-processing infrastructure at the Prince George Refinery ("PGR"). The BC LCFS Credits awarded under the initiative agreements are expected to fund a significant portion of the cost of the renewable feedstocks required to operate the hydrotreater co-processing unit during 2026 and 2027, and the FCC co-processing infrastructure between May 2026 and April 2028, at rates of 300 bbl/d for each of the respective units. In addition, the sale of low-carbon transportation fuels into the British Columbia market will generate CFR Emission Credits and additional BC LCFS Credits for Tidewater Midstream.
• Tidewater Renewables successfully completed its scheduled turnaround at the renewable diesel & renewable hydrogen complex ("HDRD Complex"), including the identification and repair of an equipment failure. Following these repairs, the facility has demonstrated improved operational reliability, with utilization averaging near nameplate capacity to date in 2026.

Full-Year 2025

• Consolidated net loss attributable to shareholders was $112.2 million during 2025 compared to a net loss attributable to shareholders of $26.6 million during 2024. The larger net loss was primarily due to lower operating income and the absence of impairment reversals in 2025, offset in part by favorable changes in the fair value of derivative contracts and lower financing costs in the current year.
• Consolidated adjusted EBITDA¹ was $31.5 million during 2025 compared to $134.3 million during 2024. The decrease was primarily due to lower operating income in the current year, partially offset by lower losses on realized derivative contracts and higher contributions from equity investments.
• On September 25, 2025, Tidewater completed the previously announced transaction with Pembina Pipeline Corporation and certain of its affiliates (collectively "Pembina") to acquire the north segment of Pembina's Western Pipeline System (the "Western Pipeline"), through a wholly owned limited partnership for total cash consideration of approximately $1.2 million, as well as the assumption of certain future abandonment and reclamation obligations and liabilities now estimated at approximately $15.5 million (undiscounted value) (the "Western Pipeline Transaction"). Tidewater expects the Western Pipeline Transaction to yield significant cost improvements compared to historical metrics, while further enhancing Tidewater's ability to optimize its feedstock procurement at the PGR.
• The 2025 year benefited from improved regulatory clarity following the Government of British Columbia's February 27, 2025, announcement regarding amendments to the Low Carbon Fuels Act. These updates, which increased mandated renewable fuel content for diesel to 8% and requires such renewable fuel content to be produced in Canada, represents, in management's view, a significant step toward a fairer and more competitive trade environment for the Canadian renewable fuel industry.
• Execution of Tidewater Renewables' 6,500 bbl/d sustainable aviation fuel ("SAF") project reached significant milestones during the year, highlighted by the completion of front-end engineering design work in the second quarter of 2025 and the execution of an amended initiative agreement with the Government of British Columbia in September 2025 (the "Amended Initiative Agreement"). The Amended Initiative Agreement provides additional BC LCFS Credits to support optimization efforts ahead of a targeted 2026 final investment decision.
• Tidewater's efforts to optimize its asset portfolio through the divesture of non-core assets included the January 10, 2025 sale of Tidewater Renewables investment in the Rimrock Renewables Limited Partnership for a total purchase price of $7.8 million, the March 24, 2025 sale of the BRC roadway network for total proceeds of $24.0 million, and the October 21, 2025 sale of the Sylvan Lake Gas Processing Facility for total proceeds of $5.5 million. Proceeds from the transactions were used to repay indebtedness on the senior credit facilities.

2026 Guidance

• Tidewater is pleased to release its 2026 guidance, which is characterized by improved financial performance and accelerated deleveraging. The Corporation expects to deliver annual adjusted EBITDA¹of between $150.0 million and $170.0 million, driven largely by optimized operational performance at the PGR, the BRC, and the HDRD Complex. The cash flow generated is expected to be prioritized towards consolidated debt reduction, reflecting management's commitment to strengthening the balance sheet and enhancing long-term shareholder value.

Subsequent Events

• In January 2026, Tidewater Renewables formally submitted its application for the BioFuels Production Incentive (the "BPI"), a new $370.0 million program announced by the Government of Canada in 2025 aimed at strengthening domestic production of biodiesel and renewable diesel. With expected renewable diesel production of between 150 million to 170 million litres per year, Tidewater Renewables anticipates that 100% of its production will qualify for the incentive. Management believes Tidewater Renewables is well-positioned to benefit from the BPI, supporting improved cash flow and returns over the eligible period. Under the terms of the program, Tidewater Renewables expects to receive an incentive of $0.16 per litre. This is projected to generate between $24.0 million to $27.2 million in annual cash proceeds for each of 2026 and 2027.
• On March 9, 2026, Ian Quartly was appointed Chief Financial Officer ("CFO") of Tidewater. Mr. Quartly had been serving as Tidewater's Interim CFO since May 7, 2025. In addition to his position as CFO of Tidewater, Mr. Quartly also continues to serve as CFO of Tidewater Renewables, a position he has held since May 2024.
• On March 23, 2026, Tidewater Midstream made several amendments to its senior credit facility. The amendments extend the maturity dates of the syndicated and operating components of the facility from September 12, 2026 to August 30, 2027, and revise the Tidewater Midstream financial covenant requirements beginning March 31, 2026.

CEO Message:

"Tidewater enters 2026 with a positive outlook that is supported by optimized operational performance at its core assets and improved market fundamentals," said Jeremy Baines, Chief Executive Officer of Tidewater.

"The Prince George Refinery is set to benefit from stronger utilization, as well as operational efficiencies and cost reductions from the acquired Western Pipeline. The re-start of the co-processing units are also expected to provide a favorable benefit via reduced compliance cost, while the previously announced initiative agreements will assist Tidewater Midstream in financing feedstock procurement. The HDRD Complex is on-track to produce between 150 and 170 million litres of renewable diesel in 2026 that is expected to qualify for the $0.16 per litre Canadian Biofuels Production Incentive. The BRC is expected to benefit from the commencement of recently executed agreements for gas handling and NGL supply and fractionation.

"Tidewater has also seen favorable movement in North American crack spreads and emission credit values, which are expected to provide an additional windfall to Tidewater's core business. In an effort to protect our guidance forecast and cash flows, Tidewater has taken steps to hedge a material portion of production. Tidewater Midstream has hedged approximately 50% of its crack spread exposure for the balance of 2026 and Tidewater Renewables has approximately 50% of its revenue and feedstock purchases hedged for the balance of 2026. Tidewater has also taken steps to hedge the price exposure of its NGL business.

"The $150 – $170 million consolidated adjusted EBITDA guidance range represents a 375% to 440% increase from 2025 consolidated adjusted EBITDA. With a disciplined capital program of between $20.0 million and $25.0 million for 2026, the resulting cash flow is expected to be primarily directed towards debt reduction." 

CONSOLIDATED AND DECONSOLIDATED FINANCIAL HIGHLIGHTS

CAPITAL EXPENDITURES

Tidewater's 2025 consolidated maintenance capital program was focused on maintaining safe and reliable operations. Full-year consolidated maintenance capital spending was $18.9 million, within the range of the previously disclosed guidance of between $15.0 million and $20.0 million, inclusive of maintenance capital in relation to the Western Pipeline following the completion of the acquisition on September 25, 2025.

Tidewater Renewables' 2025 maintenance capital spending was $9.2 million, within the range of the previously disclosed maintenance capital guidance of between $8.0 million to $10.0 million, and primarily related to the planned turnaround activities at the HDRD Complex in the third quarter of 2025.

2026 GUIDANCE

Tidewater is pleased to release its 2026 guidance, which is characterized by higher facility performance, costs savings, and accelerated deleveraging.

Tidewater's 2026 consolidated adjusted EBITDA⁽¹⁾[3]is expected to range between $150.0 million and $170.0 million, a projected increase of between $118.5 million to $138.5 million compared to 2025. Tidewater's 2026 full-year consolidated capital program is expected to range between $20.0 million and $25.0 million. 

Tidewater's 2026 guidance is driven by expected increases in facility utilization at the PGR, the BRC, and Tidewater Renewables' HDRD Complex. Scheduled equipment cleaning and maintenance will take place at the PGR during April and October of 2026. The PGR will take a short facility outage in April and will operate on reduced rates for part of October for this work. Outside of these periods, PGR facility utilization is expected to remain high, and includes a full year of production from the hydrotreater co-processing unit and six months of production from the FCC co-processing unit. Additionally, operating cost efficiencies are expected to be generated through the 2025 acquisition of the Western Pipeline. The long-term gas handling and NGL supply agreements entered into in January of 2026 are expected to result in higher throughput at the BRC. The resulting expansion in cash flow is expected to be primarily directed toward debt reduction.

Commercial activities at the PGR are focused on stabilizing product margins to provide cash flow certainty. The Corporation has hedged approximately 50% of crack spread exposure between April and December of 2026 to manage commodity price volatility.

The Corporation's 2026 consolidated capital program prioritizes maintaining safe and reliable operations in addition to focusing on the long-term integrity and efficiency of the Corporation's asset base. Capital spending in 2026 will be largely directed towards maintenance projects at the various facilities.

Tidewater Renewables 2026 guidance is highlighted by accelerated debt reduction and a projected increase in adjusted EBITDA⁽¹⁾ of between $54.2 million to $64.2 million compared to 2025. This significant year over year growth is expected to be driven by increased production volumes and market assumptions that anticipates a more favourable pricing environment compared to 2025. Tidewater Renewables 2026 strategy prioritizes maximizing throughput at the HDRD Complex and capturing stable cash flows to aggressively strengthen the balance sheet. The resulting expansion in cash flow is expected to be primarily directed toward debt reduction.

To further protect the Tidewater Renewables' financial position, management has implemented a proactive hedging program for 2026. As of the date of this news release, Tidewater Renewables has hedged approximately 50% of April through December 2026 renewable diesel (and attached emission credits) sales and associated feedstock purchases. By utilizing these derivative instruments, Tidewater Renewables has locked in a strong gross margin on a significant portion of its 2026 production, effectively reducing exposure to commodity pricing volatility and ensuring more predictable cash flows.

While Tidewater Renewables remains focused on deleveraging, it will continue to advance its assets through a disciplined capital program. Growth expenditures remain focused on the optimization of the SAF project. Expenditures on SAF optimization are expected to be largely funded through the monetization of capital emission credits issued under the Amended Initiative Agreement, preserving operating cash flow for debt repayment. Maintenance capital expenditures are directed strictly toward sustaining asset integrity, operational reliability, and process safety across the HDRD Complex to support long-term production targets.

CREDIT FACILITY AMENDMENTS

Subsequent to the year, on March 23, 2026, Tidewater Midstream made several amendments to its senior credit facility. The amendments extend the maturity dates of the syndicated and operating components of the facility from September 12, 2026 to August 30, 2027, and revise the Tidewater Midstream financial covenant requirements beginning March 31, 2026.

The upcoming covenant modifications are as follows:

DOWNSTREAM

Prince George Refinery 

During the fourth quarter of 2025, throughput at the PGR was 10,809 bbl/day, or 90% of design capacity, a 5% increase from 10,313 bbl/d, or 86% of design capacity, during the third quarter of 2025, and 1% lower than the fourth quarter of 2024. Throughput in the fourth quarter of 2025 was relatively consistent with the fourth quarter of 2024. The fourth quarter of 2025 had higher throughput compared to the third quarter of 2025 due to the completion of the semi-annual heat exchanger cleaning in early October.

The Prince George crack spread averaged $94/bbl during the fourth quarter of 2025, a 4% increase from the third quarter of 2025 and a 25% increase from the fourth quarter of 2024. The increase from both the third quarter of 2025 and the fourth quarter of 2024 was primarily due to lower feedstock costs and higher diesel pricing, offset in part by lower gasoline pricing.

Gasoline sales volumes increased from third quarter of 2025 and were relatively consistent with the fourth quarter of 2024.

Diesel sales volumes in the fourth quarter of 2025 declined compared to both the third quarter of 2025 and the fourth quarter of 2024 due to seasonal blending requirements and distillate component constraints. As previously disclosed, feedstock density and operational constraints reduced facility utilization at the PGR during the second and third quarters of 2025, and the reduced effective diesel yield resulted in lower light distillate inventory levels entering the winter season.

Wholesale discounts were wider in 2025, largely stemming from the oversupply of diesel in Western Canada as well as North American supply and demand fundamentals. Tidewater is continually working to optimize its netbacks on its diesel and gasoline.

PGR Historical Performance

HDRD Complex

For the three months ended December 31, 2025, the HDRD Complex achieved an average utilization rate of 1,453 bbl/d, or 48% of design capacity. This compares to 2,677 bbl/d, or 89% of design capacity, during the same period in the prior year. During the year ended December 31, 2025, the HDRD Complex achieved an average utilization rate of 1,967 bbl/d, or 66% of design capacity, in line with previously announced 2025 guidance of between 1,900 to 2,000 bbl/d, compared to 2,643 bbl/d, or 88% of design capacity, during the same period in 2024.

The decrease in utilization during the three months and year ended December 31, 2025, was primarily due to planned turnaround activities carried out in September 2025 through October 2025. The turnaround was originally expected to last approximately three weeks but was extended by an additional two weeks due to greater than anticipated fouling in the hydrodeoxygenation reactor beds. Despite the delay, the turnaround was completed safely, with operations resuming on October 14, 2025.

Shortly after operations resumed, an equipment failure was identified which required the HDRD Complex to take an unplanned outage. The issue was temporarily repaired, resulting in a delay of approximately two weeks, and operations resumed on October 29, 2025. The temporary repair was subsequently removed, and the rebuilt component was safely installed during a planned seven-day outage that was completed on December 12, 2025. The HDRD Complex exited the year with throughput at full capacity of 3,000 bbl/d.

MIDSTREAM

Midstream Gas Plant Volumes

Brazeau River Complex and Fractionation Facility ("BRC")

The BRC gas processing facility had throughput of 102 MMcf/day in the fourth quarter of 2025, 22 MMcf/day lower than 124 MMcf/day during the third quarter of 2025, and 30 MMcf/d lower than 132 MMcf/d during the fourth quarter of 2024. The decrease in throughput from both the third quarter of 2025 and fourth quarter of 2024 was largely due to lower straddle volumes coming through the facility. The decrease from the third quarter of 2025 was partially offset by higher producer volumes in the current quarter.

The BRC fractionation facility utilization averaged 82% in the fourth quarter of 2025, compared to 85% in the third quarter of 2025 and 94% in the fourth quarter of 2024. The decrease in utilization from both the third quarter of 2025 and fourth quarter of 2024 was primarily due to lower trucked-in volumes. Utilization of the BRC fractionation facility may vary as it is dependent on a combination of natural gas processing rates and associated NGL recoveries, in addition to truck-in supply.

Ram River Gas Plant

On January 7, 2025, management made the decision to temporarily lay-up the Ram River Gas Plant, including sulfur handling activities, in order to manage ongoing operating costs and to allow for gas prices to recover and producer gas flow to resume. Despite sulfur handling operations returning to service late in the first quarter of 2025, the gas plant remained offline throughout the year. Management's intent is to restart the facility when commodity prices strengthen and gas flow from producers restarts.

FOURTH QUARTER 2025 EARNINGS CALL

In conjunction with the earnings release, the Corporation and Tidewater Renewables will hold a joint conference call to review both companies fourth quarter 2025 results on Thursday, March 26, 2026 at 10:00 am MDT (12:00 pm EDT).

To access the conference call by telephone, dial 1-437-900-0527 (local / international participant dial in) or 1-888-510-2154 (North American toll-free participant dial in). A question and answer session for analysts will follow the management's presentation.

A live audio webcast of the conference call will be available by following this link: https://app.webinar.net/WbaGpOwpO8E and will also be archived there for 90 days.

For those accessing the call via Cision's investor website, we suggest logging in at least 15 minutes prior to the start of the live event. For those dialing in, participants should ask to join the Tidewater Midstream and Infrastructure Ltd. earnings call.

ABOUT TIDEWATER MIDSTREAM

Tidewater is traded on the TSX under the symbol "TWM". Tidewater's business objective is to build a diversified midstream and infrastructure company across the North American gas processing, natural gas liquids ("NGL"), petroleum refining, and renewables markets. The Corporation's strategy is to profitably grow and create shareholder value by acquiring and building high quality, strategically located infrastructure. To achieve its business objective, Tidewater is focused on providing customers with a full service, vertically integrated value chain through the acquisition and development of energy infrastructure, including downstream facilities, natural gas processing facilities, natural gas liquids infrastructure, pipelines, storage, and various renewable initiatives. To complement its infrastructure asset base, the Corporation also markets crude oil, refined products, natural gas, NGLs and renewable products and services to customers across North America.

Tidewater's downstream assets supply refined products to a niche market and provide an asset base for renewables initiatives. The key downstream assets include the PGR, the sole light oil refinery within the interior British Columbia market and the HDRD Complex owned by Tidewater Renewables. The PGR refines crude oil feedstock into gasoline and diesel and is where the Corporation's co-processing activities take place. The HDRD Complex is also located in Prince George, adjacent to the PGR. Tidewater is a majority shareholder in Tidewater Renewables, a multi-faceted energy transition company focusing on the production of low carbon fuels. Tidewater Renewables' common shares are publicly traded on the TSX under the symbol "LCFS".

Tidewater's key midstream assets include: the BRC, a full-service natural gas and NGL processing facility with natural gas storage pools, and the Ram River Gas Plant, a sour natural gas processing facility with sulfur handling solutions and rail connections.

NON-GAAP MEASURES

Throughout this news release and in other materials disclosed by the Corporation, Tidewater uses a number of non-GAAP financial measures, non-GAAP ratios, capital management measures, and supplementary financial measures when assessing its results and measuring overall performance. The intent of non-GAAP measures and ratios is to provide additional useful information to investors and analysts. These non-GAAP financial measures and ratios do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other entities.

As such, these measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with GAAP. Except as otherwise indicated, these non-GAAP financial measures and ratios will be calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods.

The following are the Corporation's non-GAAP financial measures, non-GAAP ratios, capital management measures, and supplementary financial measures.

Non-GAAP Financial Measures

Consolidated and deconsolidated adjusted EBITDA

Consolidated adjusted EBITDA is calculated as net (loss) income before finance costs, taxes, depreciation, share-based compensation, unrealized gains and losses on derivative contracts, transaction costs, gains and losses on the sale of assets, and other items considered non-recurring in nature, plus the Corporation's proportionate share of EBITDA in its equity investments. Deconsolidated adjusted EBITDA is calculated as consolidated adjusted EBITDA less the portion of consolidated adjusted EBITDA attributable to Tidewater Renewables.

In accordance with IFRS, Tidewater's jointly controlled investments are accounted for using equity accounting. Under equity accounting, net earnings from investments in equity accounted investees are recognized in a single line item in the consolidated statement of net (loss) income and comprehensive (loss) income. The adjustments made to net (loss) income, as described above, are also made to share of profit from investments in equity accounted investees.

Consolidated adjusted EBITDA is used by management to set objectives, make operating and capital investment decisions, monitor debt covenants and assess performance. In addition to its use by management, Tidewater also believes consolidated adjusted EBITDA is a measure widely used by securities analysts, investors, lending institutions, and others to evaluate the financial performance of the Corporation and other companies in the midstream industry. From time to time, the Corporation issues guidance on this key measure. As a result, consolidated adjusted EBITDA is presented as a relevant measure in this news release and the MD&A to assist analysts and readers in assessing the performance of the Corporation as seen from management's perspective. In addition to reviewing consolidated adjusted EBITDA, management reviews deconsolidated adjusted EBITDA to highlight the Corporation's performance, excluding the portion of consolidated adjusted EBITDA attributable to Tidewater Renewables. Investors should be cautioned that consolidated adjusted EBITDA and deconsolidated adjusted EBITDA should not be construed as alternatives to net (loss) income, net cash provided by operating activities or other measures of financial results determined in accordance with GAAP as an indicator of the Corporation's performance and may not be comparable to companies with similar calculations.

The following table reconciles net loss, the nearest GAAP measure, to adjusted EBITDA:

Distributable cash flow and deconsolidated distributable cash flow attributable to shareholders

Distributable cash flow is calculated as net cash provided by (used in) operating activities before changes in non-cash working capital, plus cash distributions from investments, transaction costs, non-recurring transactions, and less other expenditures that use cash from operations. Also deducted is the distributable cash flow of Tidewater Renewables that is attributed to non-controlling interest shareholders. Management believes distributable cash flow is a useful metric for investors when assessing the amount of cash flow generated from normal operations.

Changes in non-cash working capital are excluded from the determination of distributable cash flow because they are primarily the result of seasonal fluctuations or other temporary changes and are generally funded with short-term debt or cash flows from operating activities. Transaction costs are added back as they can vary significantly based on the Corporation's acquisition and disposition activity. Non-recurring transactions that do not reflect Tidewater's ongoing operations are also excluded. Lease payments, interest and financing charges, and maintenance capital expenditures, including turnarounds, are deducted as they are ongoing recurring expenditures which are funded from operating cash flows.

Deconsolidated distributable cash flow is calculated by subtracting the portion of Tidewater Renewables' distributable cash flow that is attributed to shareholders of Tidewater from distributable cash flow attributable to shareholders.

The following table reconciles net cash (used in) provided by operating activities, the nearest GAAP measure, to distributable cash flow and deconsolidated distributable cash flow:

Non-GAAP Financial Ratios

Tidewater uses non-GAAP financial ratios to present aspects of its financial performance or financial position, primarily distributable cash flow per share.

Distributable cash flow and deconsolidated distributable cash flow per share

Distributable cash flow per share is calculated as distributable cash flow attributable to shareholders divided by the basic or diluted weighted average number of common shares outstanding for the period. Deconsolidated distributable cash flow per share is calculated as deconsolidated distributable cash flow attributable to shareholders divided by the basic or diluted weighted average number of common shares outstanding for the period. Management believes that these measures provide investors an indicator of funds generated from the business that could be allocated to each shareholder's equity position.

Capital Management Measures

Consolidated and deconsolidated net debt

Consolidated net debt is defined as bank debt, second lien debt, and convertible debentures, less cash and cash equivalents. Consolidated net debt is used by the Corporation to monitor its capital structure and financing requirements. It is also used as a measure of the Corporation's overall financial strength.

In addition to reviewing consolidated net debt, management reviews deconsolidated net debt to highlight Tidewater Midstream's financial flexibility, balance sheet strength and leverage. Deconsolidated net debt is calculated as consolidated net debt less the portion attributable to Tidewater Renewables.

Consolidated and deconsolidated net debt exclude working capital, lease liabilities and derivative contracts as the Corporation monitors its capital structure based on deconsolidated net debt to deconsolidated adjusted EBITDA, consistent with its credit facility covenants as described in the LIQUIDITY AND CAPITAL RESOURCES section of the Corporation's MD&A.

The following table reconciles consolidated and deconsolidated net debt:

Supplementary Financial Measures

"Growth capital" expenditures are generally defined as expenditures which are recoverable or incrementally increase cash flow or earnings potential of assets, expand the capacity of current operations or significantly extend the life of existing assets. This measure is used by the investment community to assess the extent of discretionary capital spending.

"Maintenance capital" expenditures are generally defined as expenditures which support and/or maintain the current capacity, cash flow or earnings potential of existing assets without the associated benefits characteristic of growth capital expenditures. These expenditures include major inspections and overhaul costs that are required on a periodic basis. This measure is used by the investment community to assess the extent of non-discretionary capital spending. Maintenance capital is included in the calculation of distributable cash flow.

Deconsolidated "net (loss) income attributable to shareholders" is comprised of net income or loss attributable to shareholders, as determined in accordance with IFRS, less the net income or loss of Tidewater Renewables attributed to the shareholders of Tidewater.

Deconsolidated "net (loss) income attributable to shareholders – per share" is calculated by dividing deconsolidated "net income or loss attributable to shareholders" by the basic weighted average number of Tidewater Midstream common shares outstanding for the period.

Deconsolidated "Total capital expenditures" is comprised of consolidated capital expenditures, as disclosed in Tidewater's statement of cash flows, less the capital expenditures of Tidewater Renewables.

Operational Definitions

"bbl/d" means barrels per day;

"MMcf/d" means million cubic feet per day.

"BC LCFS Credits" are tradable certificates awarded to fuel producers, importers, or users who produce or use fuels with a carbon intensity lower than the required standard set by the British Columbia government. These credits are earned when the carbon emissions of fuel are below the established threshold, and they can be bought and sold in a market to help companies meet their regulatory obligations. The purpose of these credits is to incentivize the use of cleaner, low-carbon fuels and to help reduce the overall greenhouse gas emissions in the transportation sector.

"CFR Emission Credits" means credits generated under the Canadian Clean Fuel Regulation.

"crack spread" refers to the general price differential between crude oil and the petroleum products refined from it.

"refinery yield" (expressed as a percentage) represents the percentage of finished product produced from inputs of crude oil and renewable feedstock as well as intermediates. Refinery yields are an important measure of refinery performance indicating the outputs that running a particular feedstock and intermediates through a refinery configuration will produce.

"throughput" with respect to a natural gas plant, means inlet volumes processed (including any off-load or reprocessed volumes); with respect to a pipeline, the estimated natural gas or liquid volume transported therein; and with respect to NGL processing facilities, means the volume of inlet NGLs processed.

"U.S." meaning the United States of America, its territories and possessions, any state of the United States and the District of Columbia

"utilization" or "utilization rate" means the throughput of a facility or unit divided by its design capacity.

Advisory Regarding Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements and forward-looking information (collectively referred to herein as, "forward-looking statements") within the meaning of applicable Canadian securities laws. Such forward-looking statements relate to future events, conditions or future financial performance of Tidewater based on future economic conditions and courses of action. All statements other than statements of historical fact may be forward-looking statements. Such forward-looking statements are often, but not always, identified by the use of any words such as "seek", "anticipate", "budget", "plan", "continue", "forecast", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "will likely result", "are expected to", "will continue", "is anticipated", "believes", "estimated", "intends", "plans", "projection", "outlook" and similar expressions. These statements involve known and unknown risks, assumptions, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon.

In particular, this news release contains forward-looking statements pertaining to but not limited to the following:

• the receipt of BC LCFS Credits pursuant to initiative agreements entered into with the Government of British Columbia, and the anticipated use thereof;
• the generation of CFR Emission Credits and BC LCFS Credits through the sale of low-carbon transportation fuels;
• expected cost improvements and feedstock procurement optimization from the Western Pipeline Transaction;
• the effect of the Government of BC's amendments to the Low Carbon Fuels Act on the Corporation and the Canadian renewable fuel industry;
• the development of the proposed SAF project, including the funding of optimization work and the expected timing of a final investment decision in relation thereto;
• the amount of annual adjusted EBITDA expected to be generated by the Corporation in 2026;
• the use of cash flow for debt reduction;
• Tidewater Renewables' qualification for the BPI, the associated incentive expected to be received by Tidewater Renewables under the BPI and the expected effect of the BPI on Tidewater Renewables and the Canadian renewable fuels sector;
• requirements for the Corporation and Tidewater Renewables to maintain certain financial covenants, including upcoming changes to the Corporation's financial covenants;
• expectations for the Corporation's and Tidewater Renewables' capital program for 2026;
• the PGR and HDRD Complex maintenance schedule, including the next scheduled outages;
• facility utilization at the PGR, BRC, and the HDRD Complex;
• the percentage of forecasted diesel, gasoline and renewable diesel production subject to offtake agreements;
• the percentage of forecasted renewable diesel production expected to be sold inclusive of associated emission credits;
• the expected sale of volumes not sold under offtake agreements on the spot market;
• the amount of crack spread and NGL exposure hedged under derivative contracts and the expected effect of such hedging strategy;
• the amount of renewable diesel revenue and associated feedstock purchases hedged under derivative contracts and the expected effect of such hedging strategy;
• the Corporation's efforts to optimize its netback on its diesel and gasoline;
• the Corporation's marketing efforts;
• variations in utilization of the BRC fractionation facility and the cause thereof;
• the resumption of operations at the Ram River Gas Plant; and
• the Corporation's business objective, strategy and operational objectives.

Although the forward-looking statements contained in this news release are based upon assumptions which management of the Corporation believes to be reasonable, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this news release, the Corporation has assumptions regarding, but not limited to:

• the Corporation's ability to execute on its business plan;
• the effect of Tidewater Renewables' business operations on Tidewater;
• the timely receipt of all governmental and regulatory approvals sought by the Corporation;
• future commodity prices, including natural gas, crude oil, NGL and renewable energy prices;
• the market for BC LCFS Credits, CFR Emission Credits, D4 RINS and California LCFS Credits;
• general economic and industry trends;
• impacts of commodity prices and demand on the Corporation's working capital requirements; ‎
• continuing government support for existing policy initiatives;
• processing and marketing margins;
• impacts of seasonality and climate disruptions;
• future capital expenditures to be made by the Corporation;
• foreign currency, exchange and interest rates, and expectations relating to inflation;
• that there are no unforeseen events preventing the performance of contracts;
• the availability of equipment and personnel required for Tidewater to execute its business plan;
• the amount of future liabilities relating to lawsuits and environmental incidents and the availability of coverage under the Corporation's insurance policies;
• volume demands from the PGR and HDRD Complex are consistent with forecasts;
• successful negotiation and execution of agreements with counterparties;
• oil and gas industry exploration and development activity and the geographic region of such activity;
• the Corporation's ability to obtain and retain qualified staff and equipment in a timely and cost-effective manner;
• the amount of operating costs to be incurred;
• that there are no unforeseen costs relating to the facilities, not recoverable from customers;
• distributable cash flow and net cash provided by operating activities are consistent with expectations;
• the ability to obtain additional financing on satisfactory terms;
• the availability of capital to fund operations and future capital requirements relating to existing assets and projects;
• the ability of Tidewater to successfully market its products;
• the ability of Tidewater to successfully progress its non-core asset sale program
• the successful integration of acquisitions and projects into the Corporation's existing business;
• the Corporation's future debt levels and the ability of the Corporation to repay its debt when due; and
• the other assumptions set forth in the Corporation's most recent annual information form available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

The Corporation's actual results could differ materially from those anticipated in the forward-looking statements, as a result of numerous known and unknown risks and uncertainties and other factors including but not limited to:

• changes in demand for refined and renewable products;
• general economic, political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, stock market volatility, BC LCFS Credit market volatility; supply/demand trends, armed hostilities, acts of war, terrorism, cyberattacks, trade disruptions, diplomatic developments and inflationary pressures;
• activities of producers and customers and overall industry activity levels;
• failure to negotiate and conclude any required commercial agreements;
• non-performance of agreements in accordance with their terms;
• failure to execute formal agreements with counterparties in circumstances where letters of intent or similar agreements have been executed and announced by Tidewater;
• the imposition of tariffs and the corresponding impact on producer activity and the supply and demand for the Corporation's products;
• failure to close transactions as contemplated and in accordance with negotiated terms;
• the conflict in Ukraine and the Middle East and the corresponding impact on supply chains and the global economy;
• risks of health epidemics, pandemics, public health emergencies, quarantines, and similar outbreaks, including COVID-19, which may have sustained material adverse effects on the Corporation's business financial position results of operations and/or cash flows;
• changes in environmental and other laws and regulations or the interpretations of such laws or ‎‎‎regulations‎;
• ‎cost of compliance with applicable regulatory regimes, including, but not limited to, environmental laws and regulations, including greenhouse gas emissions;
• Indigenous and landowner consultation requirements;
• climate change initiatives or policies or increased environmental regulation;
• that receipt of third party, regulatory, environmental and governmental approvals and consents relating to Tidewater's capital projects can be obtained on the necessary terms and in a timely manner;
• that the resolution of any particular legal proceedings could have an adverse effect on the Corporation's operating results or financial performance;
• competition for, among other things, business capital, acquisition opportunities, requests for proposals, materials, equipment, labour and skilled personnel;
• the ability to secure land and water, including obtaining and maintaining land access rights;
• operational matters, including potential hazards inherent in the Corporation's operations and the effectiveness of health, safety, environmental and integrity programs;
• actions by governmental authorities, including changes in regulation, tariffs and taxation;
• changes in operating and capital costs, including fluctuations in input costs;
• legal risks and environmental risks and hazards, including risks inherent in the transportation of NGLs and refining of light crude oils which may create liabilities to the Corporation in excess of the Corporation's insurance coverage, if any;
• actions by joint venture partners or other partners which hold interests in certain of the Corporation's assets;
• reliance on key relationships and agreements;
• losses of key customers;
• construction and engineering variables associated with capital projects, including the availability of contractors, engineering and construction services, accuracy of estimates and schedules, and the performance of contractors;
• the availability of capital on acceptable terms;
• changes in the credit-worthiness of counterparties;
• adverse claims made in respect of the Corporation's properties or assets;
• risks and liabilities associated with the transportation of dangerous goods and derailments;
• effects of weather conditions (such severe weather or catastrophic events including, but not limited to, fires, floods, lightning, earthquakes, extreme cold weather, storms or explosions);
• reputational risks;
• reliance on key personnel;
• technology and security risks, including cybersecurity;
• potential losses which would stem from any disruptions in production, including work stoppages or other labour difficulties, or disruptions in the transportation network on which the Corporation is reliant;
• technical and processing problems, including the availability of equipment and access to properties;
• changes in gas composition; and
• failure to realize the anticipated benefits of acquisitions, dispositions and capital projects.

The foregoing lists are not exhaustive. Additional information on these and other factors which could affect the Corporation's operations or financial results are included in the Corporation's most recent annual information form and in other documents on file with the Canadian securities regulatory authorities. Additionally, the Corporation faces certain risks as the majority shareholder of Tidewater Renewables including, without limitation, liquidity risk, commodity price risk (including in respect of the markets for BC LCFS Credits, CFR Emission Credits and other carbon credits, rebates, tax credits, grants and other incentives), equity risk, credit risk and risks related to changes in environmental regulations, economic, political or market conditions and the regulatory environment.

Management of the Corporation has included the above summary of assumptions and risks related to forward-looking statements provided in this news release in order to provide holders of common shares in the capital of the Corporation with a more complete perspective on the Corporation's current and future operations and such information may not be appropriate for other purposes.

The Corporation's actual results performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any off them do occur, what benefits the Corporation will derive therefrom. Readers are therefore cautioned that the foregoing list of important factors is not exhaustive, and they should not unduly rely on the forward-looking statements included in this news release. Tidewater does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable securities law. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Further information about factors affecting forward-looking statements and management's assumptions and analysis thereof is available in filings made by the Corporation with Canadian provincial securities commissions available on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.  

The financial outlook information contained in this news release is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available. Additionally, the financial outlook information contained in this news release is subject to the risk factors described above in respect of forward-looking information generally as well as any other specific assumptions and risk factors in relation to such financial outlook noted in this news release. Accordingly, readers are cautioned that the financial outlook information contained in this news release should not be used for purposes other than for which it is disclosed herein. The financial outlook information contained in this news release was approved by management as of the date hereof and was provided for the purpose of providing further information about Tidewater's current expectations and plans for the future.  

SOURCE Tidewater Midstream and Infrastructure Ltd.

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