TIDEWATER MIDSTREAM AND INFRASTRUCTURE LTD. ANNOUNCES THIRD QUARTER 2026 RESULTS, OPERATIONAL UPDATE, AND FURTHER INCREASE TO 2026 FINANCIAL GUIDANCE

(TSX: TWM)

CALGARY, AB, Nov. 12, 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 interim financial statements and Management's Discussion and Analysis ("MD&A") for the three and nine months ended September 30, 2026.

Third Quarter 2026 Highlights

• Achieved record quarterly consolidated adjusted EBITDA⁽¹⁾ of $96.9 million for the three months ended September 30, 2026, compared to $16.2 million in the same period of 2025.
• Consolidated net loss attributable to shareholders was $26.2 million during the third quarter of 2026, compared to a consolidated net loss attributable to shareholders of $34.1 million during the third quarter of 2025.
• The Corporation reduced consolidated net debt⁽²⁾ by $139.3 million to $440.2 million from December 31, 2025, as the expansion in 2026 cash flows from strong operational margins continues to be directed toward debt reduction.
• Facility utilization during the third quarter was 98% of design capacity at the PGR and 114% of design capacity at the HDRD Complex.
• Tidewater has increased its full-year consolidated adjusted EBITDA⁽¹⁾ guidance, which is now expected to be between $300.0 million and $320.0 million, from the previously disclosed range of between $230.0 million to $250.0 million. At the midpoint, this represents a 29% increase over the midpoint of the prior guidance, reflecting sustained strength in product margins amidst higher facility utilization, elevated forward market crack spreads, and higher pricing for renewable diesel and emissions credits.
• Tidewater Renewables Ltd. ("Tidewater Renewables") has secured offtake agreements for approximately 65% of both 2027 and 2028 forecasted renewable diesel production.

 Subsequent Events

• On October 27, 2026, Environment and Climate Change Canada announced proposed amendments to the federal Clean Fuel Regulations (the "CFR"), introducing a framework designed to support domestic low-carbon fuel producers such as Tidewater, with the final regulations to be established following a 75-day public consultation period. Under the proposed regulations, Canadian produced sustainable aviation fuel ("SAF") would receive a 1.8x multiplier, Canadian produced renewable diesel would receive a 1.5x multiplier, Canadian produced biodiesel would receive a 1.4x multiplier, and Canadian produced ethanol would receive a 1.3x multiplier on the total CFR Emission Credits earned on these types of fuels. These changes would be retroactive to January 1, 2026.
• On November 2, 2026, Tidewater Midstream and Tidewater Renewables announced that they have entered into a definitive arrangement agreement dated November 1, 2026 (the "Arrangement Agreement") pursuant to which Tidewater Midstream will acquire all of the outstanding common shares of Tidewater Renewables that Tidewater Midstream does not already own (the "Transaction"), with each such Tidewater Renewables common share to be exchanged for 0.88 of a common share of Tidewater Midstream (each whole common share a "Midstream Share"). The Transaction is expected to close on or about December 18, 2026, subject to the satisfaction of customary closing conditions, including Tidewater Midstream and Tidewater Renewables shareholder approval, the approval of the Court of King's Bench of Alberta and the conditional approval of the TSX.
• In connection with the Arrangement Agreement, Tidewater Midstream has received fully underwritten commitments from National Bank of Canada Capital Markets and ATB Financial through a debt commitment letter for secured credit facilities to enhance financing flexibility of the combined company to refinance existing debt and for general corporate purposes, subject to closing of the Transaction.

CEO Message:

"Tidewater delivered another exceptional quarter, with record consolidated adjusted EBITDA of $96.9 million being primarily driven by our downstream assets operating at or above design capacity, complemented by unprecedented strength in refining margins," said Jeremy Baines, Chief Executive Officer of Tidewater.

The work the team has done to position the business for success is delivering results. Leverage is now at our targeted range, and we have built a culture focused on operational excellence, risk management, integrity, and financial discipline. Full year 2026 consolidated adjusted EBITDA guidance has been increased above $300.0 million, which will be the highest level achieved in Tidewater's history. With the proposed combination of Tidewater Midstream and Tidewater Renewables expected to close on or about December 18, 2026, the proposed targeted amendments to the CFR expected to be finalized in early 2027, and continued strong operational performance at our downstream and midstream assets, we expect 2027 financial results to exceed what we will achieve in 2026, positioning the company to advance to the next phase of growth."

Transaction between Tidewater Midstream and Tidewater Renewables and credit facility update

On November 2, 2026, Tidewater Midstream and Tidewater Renewables announced that they entered into the Arrangement Agreement pursuant to which Tidewater Midstream will acquire all of the outstanding common shares of Tidewater Renewables that Tidewater Midstream does not already own, with each such Tidewater Renewables common share to be exchanged for 0.88 of a Midstream Share (the "Consideration").

The Transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Alberta) and is subject to the approval of the shareholders of each of Tidewater Renewables and Tidewater Midstream, including the applicable minority approvals required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and disinterested Tidewater Midstream shareholder approval under the rules of the TSX, the approval of the Court of King's Bench of Alberta, the conditional approval of the TSX for the listing of the Midstream Shares to be issued pursuant to the Transaction and other customary closing conditions. The shareholder meetings of each of Tidewater Midstream and Tidewater Renewables are expected to be held on December 14, 2026 and, if all approvals are received and all other closing conditions are satisfied or waived, the Transaction is expected to close on or about December 18, 2026. Further details of the Transaction will be contained in a management information circular which is expected to be mailed out to Tidewater Midstream shareholders on or about November 20, 2026.

Tidewater Midstream's and Tidewater Renewables' boards of directors have each, with interested directors abstaining, recommended that Tidewater Midstream and Tidewater Renewables shareholders, as applicable, vote in favour of the Transaction. Following closing, Jeremy Baines will continue as Chief Executive Officer and Ian Quartly will continue as Chief Financial Officer of the combined company.

In connection with the Arrangement Agreement, Tidewater Midstream has received fully underwritten commitments from National Bank of Canada Capital Markets and ATB Financial through a debt commitment letter for secured credit facilities to enhance financing flexibility of the combined company to refinance existing debt and for general corporate purposes, subject to closing of the Transaction.

FINANCIAL HIGHLIGHTS

Consolidated net loss attributable to shareholders was $26.2 million during the third quarter of 2026, compared to a consolidated net loss attributable to shareholders of $34.1 million during the third quarter of 2025. The smaller net loss was primarily due to higher operating income and lower financing costs, offset in part by unfavourable changes in the fair value of derivative contracts and warrant liabilities, lower income from equity investments, and a higher deferred tax expense.

Consolidated adjusted EBITDA⁽¹⁾was a record $96.9 million in the third quarter of 2026 compared to $16.2 million in the same period of 2025. The increase was primarily due to a higher gross margin in the current period, largely due to increased sales volumes of refined products, higher prices for renewable diesel, and higher crack spreads, offset in part by higher realized losses on derivative contracts and lower adjusted EBITDA from equity investments.

CAPITAL EXPENDITURES

Tidewater'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 during the third quarter of 2026 was $5.2 million.

Growth capital expenditures for the three months ended September 30, 2026, were primarily related to optimization work on the SAF project and pre-final investment decision ("FID") activities. Maintenance capital expenditures for the three months ended September 30, 2026, were largely related to piping replacement and tank maintenance work at the PGR, and various upgrade and optimization projects at the gas processing and extraction facilities.

2026 GUIDANCE UPDATE

Tidewater has further increased its 2026 adjusted EBITDA⁽¹⁾ guidance. Tidewater's 2026 updated consolidated adjusted EBITDA⁽¹⁾ guidance is $300.0 million to $320.0 million, higher than the previously disclosed range of $230.0 million to $250.0 million. Tidewater's 2026 full-year consolidated capital program guidance has been revised and is now expected to range between $15.0 million and $20.0 million, from the previously disclosed range of $20.0 million to $25.0 million.

The updated guidance is driven by higher forward market crack spreads, improved pricing for renewable diesel and emissions credits, and increased demand for conventional and renewable diesel amidst reductions in global refinery capacity and supported by higher facility utilization at the PGR and the HDRD Complex. In the current environment, realized and forward refined product pricing has outpaced increases in feedstock costs, leading to stronger margins than previously anticipated.

The increase in guidance excludes the proposed targeted amendments to the CFR announced on October 27, 2026. If the amendments are finalized as proposed, there would be an additional $30.0 million to $40.0 million of expected adjusted EBITDA⁽¹⁾⁽²⁾ recorded in 2027 for CFR Emission Credits generated on 2026 production and sales of renewable diesel, co-processed diesel and gasoline, and blended biodiesel and ethanol. A further $40.0 million to $50.0 million of adjusted EBITDA⁽¹⁾⁽²⁾ is anticipated for CFR Emission Credits generated on expected 2027 production and sales of these low-carbon fuels. However, these expected impacts remain subject to change following the conclusion of the 75-day consultation period and the finalization of the amendments.

DOWNSTREAM

Prince George Refinery

During the third quarter of 2026, throughput at the PGR was 11,798 bbl/d, or 98% of design capacity, compared to 10,313 bbl/d, or 86% of design capacity, during the third quarter of 2025. Throughput levels have increased from the third quarter of 2025 as the comparative period was impacted by higher density feedstock that required operational and feedstock-composition adjustments prior to processing.

The Prince George crack spread averaged $160/bbl during the third quarter of 2026, a 78% increase from the third quarter of 2025. The increase from the third quarter of 2025 was largely due to higher market prices for diesel and gasoline, offset in part by higher crude oil feedstock costs. Market prices for refined products and feedstock have been impacted by global energy supply disruptions and the reduction of global refining capacity since the end of February 2026. The ongoing geopolitical conflicts have generated persistent commodity price volatility. In response, the Corporation has hedged approximately 50% of crack spread exposure for the remainder of 2026 and 50% of its 2027 crack spread exposure to manage commodity price volatility.

Gasoline and diesel sales volumes in the third quarter of 2026 were higher than in the third quarter of 2025. The third quarter of 2025 had lower sales as the reduced throughput during that period limited the quantity of refined products produced at the PGR.

PGR Historical Performance

HDRD Complex

During the third quarter of 2026, the HDRD Complex achieved an average throughput rate of 3,411 bbl/d, or 114% of design capacity, compared to 2,011 bbl/d, or 67% of design capacity, during the same period in the prior year. The higher throughput during the third quarter of 2026 reflects continued robust facility reliability and sustained benefits of targeted facility debottlenecking initiatives, which collectively enabled the HDRD Complex to consistently operate above nameplate capacity. Utilization in the comparative period was adversely impacted by operational interruptions. These included planned turnaround activities initiated in September 2025, severe weather-related rail logistics challenges, and softer Canadian renewable diesel demand.

Tidewater Renewables has successfully expanded its commercial reach into 2027 and 2028, with over 65% of forecasted renewable diesel production for each of 2027 and 2028 now under contract. To protect its financial position, the Corporation has hedged approximately 50% of renewable diesel (and attached emission credit) sales and associated feedstock purchases for the balance of 2026 and has further secured hedges for approximately 30% of anticipated 2027 renewable diesel (and attached emission credit) sales and associated feedstock purchases, at significantly higher fixed prices relative to the 2026 hedges.

MIDSTREAM

Midstream Gas Plant Volumes

Brazeau River Complex and Fractionation Facility

The BRC gas processing facility had throughput of 94 MMcf/d in the third quarter of 2026, 30 MMcf/d lower than 124 MMcf/d during the third quarter of 2025. The decrease from the third quarter of 2025 was primarily due to lower straddle volumes coming through the facility, offset in part by the long-term gas handling and natural gas liquids ("NGL") supply agreements announced in January 2026.

The BRC fractionation facility utilization averaged 72% in the third quarter of 2026, compared to 85% in the third quarter of 2025. The decrease in utilization from the third quarter of 2025 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 remains offline. Management believes the commodity pricing outlook has improved significantly and intends to restart the facility when gas flow from producers restarts.

THIRD QUARTER 2026 EARNINGS CALL

In conjunction with the earnings release, Tidewater and Tidewater Renewables will hold a joint conference call to review both companies third quarter 2026 results on Thursday, November 12, 2026 at 10:00 am ABT (11:00 pm EST).

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/2NAR7mgnOZ6 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, 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 income (loss) 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 provided by (used in) 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.

"BRC" means the Brazeau River Complex located in the West Pembina region in central Alberta, wherein the Corporation has a 100% interest, and which consists of a 180 MMcf/d deep-cut gas processing facility with approximately 10,000 bbls/d of liquid fractionation capability.

"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.

"D4 RINs" means tradeable compliance credits created under the U.S. Renewable Fuel Standard by producing biomass-based diesel from qualifying renewable biomass, including blending such biomass-based diesel into petroleum-based transportation fuels, and meeting a 50% lifecycle greenhouse gas reduction, and utilized by obligated parties to meet annual renewable volume obligation targets.

"HDRD Complex" refers to Tidewater Renewables' renewable diesel & renewable hydrogen complex, a 3,000 bbl/d renewable diesel facility located adjacent to the PGR.

"PGR" means the Prince George Refinery, a 12.0 Mbbl/d light oil refinery located in Prince George, British Columbia.

"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." means 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:

• Tidewater's guidance for 2026 consolidated adjusted EBITDA and capital expenditures;
• Tidewater's expectations for 2027 financial performance;
• forecasted production of Tidewater Renewables under offtake agreements;
• the proposed amendments to the CFR, including the proposed credit multipliers for SAF, renewable diesel, biodiesel and ethanol and the proposed provisions for refinery co-processing, the 75-day public consultation period, the timing for establishing the final regulations and the expected effect thereof on the Corporation and the Canadian renewable fuels sector, including the expected effect on the Corporation's adjusted EBITDA;
• Tidewater Midstream's acquisition of all of the outstanding Tidewater Renewables common shares that it does not already own, including the consideration to be received by Tidewater Renewables shareholders under the Transaction;
• the receipt of the required shareholder, court and TSX approvals and the satisfaction of the other conditions to closing of the Transaction;
• the anticipated date of the shareholder meetings of Tidewater Midstream and Tidewater Renewables;
• the anticipated timing for completion of the Transaction;
• the anticipated timing for the mailing of a management information circular with respect to the Transaction to Tidewater Midstream shareholders;
• the continuation of Jeremy Baines and Ian Quartly as Chief Executive Officer and Chief Financial Officer, respectively, of the combined company following closing;
• the debt commitment and the secured credit facilities contemplated thereby, including the use of proceeds to refinance existing debt and for general corporate purposes;
• Tidewater Renewables' guidance for adjusted EBITDA and sales volume and capital expenditures;
• the expectation that crack spreads and refined product margins will remain elevated for an extended period, and the anticipated duration and effect of market volatility arising from the ongoing geopolitical conflict and global energy supply disruption;
• the amount of crack spread exposure hedged under derivative contracts and the expected effect of such hedging strategy;
• the amount of renewable diesel (and attached emission credit) sales and associated feedstock purchases hedged under derivative contracts and the expected effect of such hedging strategy;
• the use of cash flow for debt reduction of Tidewater Renewables;
• variations in utilization of the BRC fractionation facility and the cause thereof;
• facility utilization at the PGR and the HDRD Complex;
• 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 made assumptions regarding, but not limited to:

• Tidewater's ability to execute on its business plan;
• the effect of Tidewater Renewables' business operations on Tidewater;
• the satisfaction of the conditions to closing of the Transaction in a timely manner, if at all, including the receipt of all necessary approvals;
• the combined company's ability to successfully integrate the businesses of Tidewater Midstream and Tidewater Renewables;
• Tidewater Midstream's ability to issue Midstream Shares pursuant to the Transaction;
• the combined company's ability to obtain sources of financing on terms favourable to the combined company;
• the combined company will have sufficient capital to pursue future commercial opportunities;
• the satisfaction of the conditions to the effectiveness of, and the funding under, the senior secured credit facilities contemplated by the debt commitment;
• the absence of material adverse changes in commodity prices, crack spreads, feedstock costs and government and regulatory support for renewable fuels;
• the implementation of the proposed targeted amendments to the CFR;
• the CFR Emission Credits price range;
• 2027 utilization levels at the Corporation's facilities;
• the timely receipt of all governmental and regulatory approvals sought by the Corporation;
• the ability of the Corporation and Tidewater Renewables to refinance existing credit facilities when due and/or obtain additional financing on satisfactory terms;
• the continued support of governments of various levels for existing and proposed policy initiatives;
• the market for BC LCFS Credits, CFR Emission Credits, and D4 RINs;
• the effect of increasingly stringent carbon intensity reduction targets on obligated parties' operations and the emission credit market;
• general economic and industry trends;
• future commodity prices, including natural gas, crude oil, NGL and renewable energy prices;
• impacts of commodity prices and demand on the Corporation's working capital requirements; ‎
• 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;
• that distributable cash flow and net cash provided by operating activities are consistent with expectations;
• 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 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 ("AIF") available under the Corporation's profile on the System for Electronic Data Analysis and Retrieval + ("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;
• the completion and timing of the Transaction;
• the ability of Tidewater Midstream and Tidewater Renewables to receive, in a timely manner, the necessary court, shareholder and TSX approvals and to satisfy the conditions to closing of the Transaction;
• the ability of the parties to complete the Transaction on the terms contemplated by Tidewater Midstream and Tidewater Renewables or at all;
• the ability of the combined company to realize the anticipated benefits of, and synergies and savings from, the Transaction;
• consequences of not completing the Transaction, including the volatility of the share prices of Tidewater Midstream and Tidewater Renewables;
• negative reactions of the investment community;
• the conditions to the effectiveness of the senior secured credit facilities not being satisfied, or such credit facilities not being available on the terms contemplated or at all;
• fluctuations in the market price of the Midstream Shares, which will affect the value of the Consideration received by Tidewater Renewables shareholders;
• the potential loss of customers, suppliers or employees as a result of the Transaction;
• the proposed targeted amendments to the CFR not being implemented as proposed, or at all;
• the potential insufficiency of liquidity sources for Tidewater Renewables and the Corporation;
• activities of producers and customers and overall industry activity levels;
• failure to negotiate and conclude any required commercial agreements;
• the potential inability to refinance its existing debts;
• 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, 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 as 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 of 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 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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