TIDEWATER MIDSTREAM AND INFRASTRUCTURE LTD. ANNOUNCES FIRST QUARTER 2024 RESULTS AND OPERATIONAL UPDATE

(TSX: TWM)

CALGARY, AB, May 9, 2024 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation") (TSX: TWM) has filed its interim consolidated financial statements and Management Discussion and Analysis ("MD&A") for the three month period ended March 31, 2024.

FIRST-QUARTER 2024 HIGHLIGHTS

• Net Income attributable to shareholders increased by $13.5 million to a net loss of $11.3 million in the first quarter 2024, from a net loss of $24.8 million in the same period of 2023. The improvement was primarily driven by favorable changes in the fair value of derivatives, the gain on sale of the AltaGas Ltd. ("AltaGas") common shares, and higher operating income, offset in part by the sale of the Pipestone facilities.
• As disclosed at year end 2023, on January 9, 2024, Tidewater monetized its AltaGas common shares for net proceeds of $341.6 million. These proceeds were used to further reduce credit facility debt and working capital.
• Consolidated adjusted EBITDA⁽¹⁾ was $39.8 million for the first quarter of 2024, compared to $48.9 million during the first quarter of 2023. The decrease is primarily driven by the sale of the Pipestone and Dimsdale facilities to AltaGas.
• On March 31, 2024, the Tidewater Midstream Senior Credit Facility was elevated by approximately $26 million due to timing of accounts receivable settlements. As of May 3, 2024, the balance drawn on the facility was approximately $85 million.
• G&A cost cutting initiatives are expected to result in savings of $5 million for 2024, and $7 million on a run-rate basis.
• Subsequent to the quarter, in early May, Tidewater successfully completed a significant three week turnaround at the Brazeau River Complex and Fractionation Facility (the "BRC") safely, on time and on budget. As part of the turnaround, the Corporation identified various operational savings of approximately $6 million annually, and capital savings of approximately $5 million.
• During the first quarter of 2024, the Renewable Diesel & Renewable Hydrogen Complex (the "HDRD Complex") averaged daily throughput of approximately 2,120 bbl/d, representing a 71% utilization rate. Operating results for April 2024 show continued improvement, with a utilization rate of approximately 95%. The HDRD Complex is expected to exceed a full-year utilization rate of 85%, representing an average daily throughput of 2,550 bbl/d (previously 2,400-2,600 bbl/d).
• Tidewater Renewables Ltd. ("Tidewater Renewables") made significant progress on the front-end engineering design ("FEED") of the proposed 6,500 bbl/d sustainable aviation fuel ("SAF") project. This included integrating lessons learned from the HDRD Complex into the SAF project's design basis. During the first quarter of 2024, the Corporation received emissions credits for achieving its first milestone under an executed incentive agreement. These credits were sold under a previously announced purchase agreement. The Corporation continues to progress commercial arrangements and is evaluating potential offtake agreements for the SAF project. The SAF project remains subject to a final investment decision, which is expected in 2025.

"Our downstream and midstream assets performed well during the first quarter. The ramp up at the HDRD Complex and strong throughput performance at the Prince George Refinery ("PGR"), resulted in improved operating results in the quarter. We've started executing on our operation and administrative efficiency initiatives which we expect will save $13 million on an annual run-rate basis." stated Jeremy Baines, CEO.

(1)	Non-GAAP financial measure. See the "Non-GAAP Measures" section of this news release.

CONSOLIDATED AND DECONSOLIDATED FINANCIAL HIGHLIGHTS

	Three months ended March 31
	Tidewater Deconsolidated (2)				Tidewater Consolidated
(in millions of Canadian dollars except per share information)		2024		2023		2024		2023
Net loss attributable to shareholders	$	(20.0)	$	(12.9)	$	(11.3)	$	(24.8)
Net loss attributable to shareholders per     share - basic	$	(0.05)	$	(0.03)	$	(0.03)	$	(0.06)
Adjusted EBITDA (1)	$	14.5	$	36.3	$	39.8	$	48.9
Distributable cash flow attributable to shareholders (1)	$	(3.0)	$	(2.1)	$	5.8	$	1.5
Distributable cash flow per share – basic (1)	$	(0.01)	$	-	$	0.01	$	-
Net debt (3)	$	194.2	$	563.8	$	501.1	$	842.4
Total capital expenditures	$	2.3	$	21.9	$	8.1	$	106.1

(1)  Non-GAAP financial measures. See the "Non-GAAP Measures" section of this news release. (2)  Deconsolidated results exclude the results of Tidewater Renewables. See the "Non-GAAP Measures" section of this news release for information on deconsolidated measures. (3)  Capital management measure. See the "Non-GAAP Measures" section of this news release.

STRATEGIC UPDATE

Tidewater's strategy is supported by three key operational initiatives: maintaining safe and reliable operations, generating return on assets through maximizing facility throughput and optimizing our existing asset base, and achieving synergies through corporate integration. The following progress was made on these initiatives in 2024 year to date:

Maintain safe and reliable operations	No lost time incidents during Q1 2024. BRC turnaround was completed on time and on budget. During Q1 2024, the HDRD Complex ramped up to design capacity, as the team worked through start-up challenges. We closed out Q1 2024 operating at design capacity and we expect to be operating at design capacity for the remainder of 2024.
Return on assets and optimizing existing asset base	New downstream customer serviced using the infrastructure of the HDRD Complex and the PGR beginning in Q1 2024. Initiated FEED study for a SAF project which will leverage existing knowledge gained from the HDRD Complex build. The FEED study was funded through the sale of capital emission credits. Continued the engineering and site evaluation for the SAF project. Began executing on operating and maintenance optimization initiatives and realized $5 million of maintenance capital savings and $6 million of run rate operational cost savings.
Corporate integration and synergies	Implemented efficiency initiatives are expected to result in profitability improvements of $5 million through a reduction in G&A expenditures for 2024 and $7 million on a run rate basis. Continuing to initiate additional profitability enhancement initiatives.

 

		Three months ended March 31,
(in millions of Canadian dollars)		2024		2023
Growth capital (1)	$	5.9	$	92.1
Maintenance capital (1)		2.2		14.0
Total capital expenditures	$	8.1	$	106.1
Capital emissions credits awarded (2)	$	(20.7)	$	(2.0)

(1)	Supplementary financial measures. See the "Non-GAAP Measures" section of this news release.
(2)	During the three months ended March 31, 2024, $2.3 million of capital emission credits were monetized.

DOWNSTREAM

PGR

During the first quarter of 2024, the PGR had strong operational performance with throughput of 12,399 bbl/day, 6% higher than first quarter of 2023, and relatively consistent with fourth quarter of 2023.  PGR was impacted by lower crack spreads of approximately $88/bbl, compared to approximately $90/bbl in the comparative period, representing a 2% decrease from the same quarter in the prior year.

There were zero recordable incidents during the first quarter.

HDRD Complex

During the first quarter of 2024, the HDRD Complex averaged daily throughput of approximately 2,120 bbl/d, representing a 71% utilization rate.  Initial operating results for April 2024 show continued improvement, with a utilization rate of approximately 95%.  We expect the HDRD Complex to exceed a full-year utilization rate of 85%, representing an average daily throughput of 2,550 bbl/d (previously 2,400-2,600 bbl/d). 

PGR Historical Performance:

	Q2 2022	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023	Q4 2023	Q1 2024
Daily throughput (bbl)	11,810	11,860	11,715	11,700	4,363	12,756	12,242	12,399
Refinery Yield (1)
Diesel	44 %	45 %	47 %	45 %	46 %	44 %	48 %	46 %
Gasoline	42 %	41 %	42 %	42 %	41 %	42 %	40 %	41 %
Other (2)	14 %	14 %	11 %	13 %	13 %	14 %	12 %	13 %

(1)	Refinery yield includes crude, canola and intermediates.
(2)	Other refers to heavy fuel oil (HFO), liquified petroleum gas and feedstock consumed to fuel the refinery.

MIDSTREAM

During the first quarter of 2024, total throughput volumes at the midstream facilities were approximately 302 MMcf/day, compared to 357 MMcf/day in the same period of 2023, excluding the results of the Pipestone natural gas plant. The lower throughput was primarily driven by lower straddle volumes through the BRC and lower throughput at the Ram River Gas Plant as additional volume was temporarily routed through the plant in the first quarter of 2023 due to outages at third party facilities in the region.

Midstream Gas Plant Volumes:

	Q2 2022	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023	Q4 2023	Q1 2024
Gross throughput (MMcf/d)	424	413	436	461	387	407	398	302
Pipestone(1)	101	69	89	104	97	95	90	N/A
BRC(2)	145	161	159	158	98	155	134	134
Ram River	78	102	104	112	110	88	96	96
Other(3)	100	81	84	87	82	69	78	72

(1)  Pipestone inlet volumes included up to December 31, 2023.

(2)  BRC Inlet volumes include volumes at the BRC straddle plant. (3)  Inlet volumes include throughput at Tidewater's extraction facilities

Brazeau River Complex and Fractionation Facility

The BRC gas processing facility had throughput of 134 MMcf/day in the first quarter of 2024, consistent with the fourth quarter of 2023, and 24 MMcf/d lower compared to 158 MMcf/day in the first quarter of 2023, primarily due to reduced straddle volumes coming through the facility. The BRC fractionation facility utilization averaged 83% in the first quarter of 2024, compared to 87% utilization in the fourth quarter of 2023, and 76% in the first quarter of 2023. Fractionation facility utilization varied over the periods largely due to the gas composition coming into facility which impacted the volume of liquids available for NGL recovery. Utilization in the current period compared to the first quarter of 2023 was also favorably impacted by higher trucked-in volume.

Subsequent to the quarter, Tidewater commenced the three-week scheduled turnaround at BRC, which will impact operating results during the second quarter of 2024. The turnaround was completed safely, on budget and on schedule, with operations ramping back up early in May.

Ram River Gas Plant

The Ram River Gas Plant had throughput of 96 MMcf/d in the first quarter of 2024, consistent with the fourth quarter of 2023, and 16 MMcf/d lower compared to 112 MMcf/d in the first quarter of 2023. During the first quarter of 2023, outages at third party facilities in the region brought additional volumes to the Ram River Gas Plant on a temporary basis.

Tidewater is actively working with local third parties to increase throughput volumes, enhance overall regional processing efficiencies and maximize contracted revenues with the plant's sulphur handling infrastructure.

OUTLOOK AND CAPITAL PROGRAM

Following the BRC turnaround and its return to run rate operations, as well as continued consistent performance at the PGR and the HDRD Complex, assuming crack spreads average in the $80-$90 per barrel range, and BC LCFS credits are priced between $450 - $500, the Corporation expects 2024 consolidated adjusted EBITDA⁽¹⁾ to be in the range of $150-170 million.

The Corporation continues to optimize administrative costs as well as facility operating costs, advance the refinancings of both the Tidewater Renewables Senior Credit Facility and the Tidewater Midstream convertible debentures and progress the engineering design on its announced SAF project.

Tidewater's 2024 maintenance capital program is weighted to the first half of the year, focused primarily on the BRC turnaround with full year expected consolidated maintenance capital to be $35-40 million.  The BRC turnaround was completed safely, on budget and on schedule, and operations are ramping back up early in May.

(1)	Non-GAAP financial measure. See the "Non-GAAP Measures" section of this news release.

FIRST QUARTER 2024 EARNINGS CALL

In conjunction with the earnings release, Tidewater's executives will hold a call to review its first quarter 2024 results via conference call on Thursday, May 9, 2024 at 11:00 am MDT (1:00 pm EDT).

To access the conference call by telephone, dial 416-764-8659 (local / international participant dial in) or 1-888-664-6392 (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/1jODNAxwA5V 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 in the North American natural gas, natural gas liquids, crude oil, refined product and renewable energy value chain. Its strategy is to profitably grow and create shareholder value through the acquisition and development of conventional and renewable energy 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, railcars, export terminals, storage, and various renewable initiatives. To complement its infrastructure asset base, the Corporation also markets crude, refined products, natural gas, natural gas liquids and renewable products and services to customers across North America.

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".

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 financial ratios, capital management measures, and supplemental financial measures when assessing its results and measuring overall performance. The intent of these non-GAAP measures and ratios is to provide additional useful information to investors and analysts. Certain of these measures and ratios do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures and ratios presented by other entities. As such, these non-GAAP measures and ratios should not be considered in isolation or used as a substitute for measures and ratios of performance prepared in accordance with GAAP. Except as otherwise indicated, these financial measures 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 Corporations' non-GAAP financial measures, non-GAAP ratios, capital management measures, and supplementary 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) income, the nearest GAAP measure, to adjusted EBITDA:

	Three months ended March 31,
(in millions of Canadian dollars)		2024		2023
Net (loss) income	$	(9.7)	$	(31.0)
Deferred income tax recovery		-		(9.0)
Depreciation		23.2		21.9
Finance costs and other		21.6		24.1
Share-based compensation		2.8		4.0
Loss on sale of assets		-		2.0
Unrealized loss on derivative contracts		1.4		34.5
Realized gain on marketable securities		(5.0)		-
Transaction costs		1.3		0.4
Non-recurring transactions		4.5		1.3
Adjustment to share of profit from equity accounted investments		(0.3)		0.7
Consolidated adjusted EBITDA	$	39.8	$	48.9
Less: Consolidated adjusted EBITDA attributable to     Tidewater Renewables		(25.3)		(12.6)
Deconsolidated adjusted EBITDA	$	14.5	$	36.3

Distributable cash flow and deconsolidated distributable cash flow attributable to shareholders

Distributable cash flow attributable to shareholders is a non-GAAP measure. 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:

	Three months ended March 31,
(in millions of Canadian dollars)		2024		2023
Net cash (used in) provided by operating activities	$	(29.3)	$	37.1
Add (deduct):
Changes in non-cash operating working capital		60.0		5.3
Transaction costs		1.3		0.4
Non-recurring transactions		4.5		1.3
Interest and financing charges		(14.1)		(14.9)
Payment of lease liabilities and other, net of sublease payments		(10.4)		(12.1)
Maintenance capital		(2.2)		(14.0)
Tidewater Renewables' distributable cash flow to non-controlling                                                  interest shareholders		(4.0)		(1.6)
Distributable cash flow attributable to shareholders	$	5.8	$	1.5
Tidewater Renewables' distributable cash flow attributed     to shareholders of Tidewater	$	(8.8)	$	(3.6)
Deconsolidated distributable cash flow attributable to shareholders	$	(3.0)	$	(2.1)

Growth capital expenditures are generally funded from retained operating cash flow and additional debt or equity, as required.

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 and deconsolidated distributable cash flow are non-GAAP financial measures.  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.

	Three months ended March 31,
(in millions of Canadian dollars except share and per share information)		2024		2023
Distributable cash flow attributable to shareholders	$	5.8	$	1.5
Deconsolidated distributable cash flow attributable to shareholders	$	(3.0)	$	(2.1)
Weighted average common shares outstanding – basic (millions)		428.2		424.6
Weighted average common shares outstanding – diluted (millions)		428.2		424.6
Distributable cash flow per share – basic and diluted	$	0.01	$	-
Deconsolidated distributable cash flow per share – basic and diluted	$	(0.01)	$	-

Capital Management Measures

Tidewater's methods for managing capital and liquidity are discussed in the LIQUIDITY AND CAPITAL RESOURCES section of the MD&A and within note 24 of the Financial Statements for the year ended December 31, 2023.

Consolidated and deconsolidated net debt

Consolidated net debt is defined as bank debt, term debt, and convertible debentures, less cash. 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.

The following table reconciles consolidated and deconsolidated net debt:

(in millions of Canadian dollars)		March 31,    2024		March 31,   2023
Tidewater Midstream Senior Credit Facility	$	119.4	$	490.4
Tidewater Renewables Senior Credit Facility		144.0		129.5
Tidewater Renewables Term Debt Facility		175.0		150.0
Convertible debentures - principal		75.0		75.0
Cash		(12.3)		(2.5)
Consolidated net debt	$	501.1	$	842.4
Less: Tidewater Renewables Senior Credit Facility		(144.0)		(129.5)
Less: Tidewater Renewables Term Debt Facility		(175.0)		(150.0)
Add: Tidewater Renewables cash		12.1		0.9
Deconsolidated net debt	$	194.2	$	563.8

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.

"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.

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:

• expectations regarding G&A cost cutting initiatives;
• expectations regarding operational and capital savings at the BRC;
• Tidewater's consolidated adjusted EBITDA guidance for 2024;
• the effect of various savings, optimization and profitability enhancement initiatives;
• estimated throughput and utilization;
• Tidewater's business strategy;
• the ongoing development of the SAF project and associated commercial arrangements;
• the refinancing of the Tidewater Renewables Senior Credit Facility and the Tidewater Midstream convertible debentures;
• Tidewater's deconsolidated maintenance capital guidance for 2024;
• operations and performance at the BRC, PGR and HDRD complex; and
• Tidewater's ongoing efforts at the Ram River natural gas processing facility to work with local third parties to increase throughput volumes, enhance overall regional processing efficiencies and maximize contracted revenues with the plant's sulphur handling infrastructure.

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:

• Tidewater's ability to execute on its business plan;
• the timely receipt of all governmental and regulatory approvals sought by the Corporation;
• that PGR crack spreads remain strong and refined product demand continues to increase;
• general economic and industry trends;
• future commodity prices, including natural gas, crude oil, NGL and renewable energy prices;
• BC LCFS credits are thinly traded and prices can be volatile;
• future prices of British Columbia low carbon fuel standard credits;
• 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 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 future capital requirements relating to existing assets and projects;
• the ability of Tidewater to successfully market its products;
• credit rating changes;
• the successful integration of acquisitions and projects into the Corporation's existing business; and
• the Corporation's future debt levels and the ability of the Corporation to repay its debt when due.

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, supply/demand trends, armed hostilities, acts of war, terrorism, cyberattacks, 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;
• failure to close transactions as contemplated and in accordance with negotiated terms;
• the conflict in Ukraine 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;
• changes in the credit rating of the Corporation, and the impacts of this on the Corporation's access to ‎private and public credit markets in the future and increase the costs of borrowing; ‎
• 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.

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 AIF and in other documents on file with the Canadian securities regulatory authorities.

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 financial outlook information contained in this news release about consolidated adjusted EBITDA and maintenance capital activities 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 such outlook financial outlook information was announced and was provided for the purpose of providing further information about Tidewater's current expectations and plans for the future.

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 so, 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.

SOURCE Tidewater Midstream and Infrastructure Ltd.

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