SECURE ANNOUNCES PRELIMINARY RESULTS OF ITS SUBSTANTIAL ISSUER BID

• $136 million expected to be returned to Shareholders through the Offer
• Undersubscribed bid highlights Shareholder confidence in SECURE's long-term value

CALGARY, AB, May 15, 2025 /CNW/ - SECURE Waste Infrastructure Corp. ("SECURE") (TSX: SES) announced today the preliminary results of its substantial issuer bid (the "Offer"), pursuant to which SECURE offered to purchase for cancellation up to $200 million of its outstanding common shares (the "Shares") from holders of Shares (the "Shareholders") for cash. The Offer proceeded by way of a modified Dutch auction which had a tender price range from $12.00 per Share to $14.50 per Share and included the ability for Shareholders to participate via a proportionate tender. The Offer expired at 5:00 p.m. (Eastern time) on May 14, 2025.

9,413,963 Shares have been deposited to the Offer and not withdrawn. In accordance with the terms and conditions of the Offer, based on the preliminary count by Odyssey Trust Company, as depositary for the Offer (the "Depositary") and after accounting for proportionate tenders, SECURE expects to take up and pay for 9,382,391 Shares at a purchase price of $14.50 per Share (the "Purchase Price"), without proration.

The Shares to be purchased under the Offer are expected to represent an aggregate purchase price of approximately $136,044,670 and 4% of SECURE's issued and outstanding Shares before giving effect to the Offer. Immediately following completion of the Offer, SECURE expects to have 221,492,147 Shares issued and outstanding.

SECURE believes its strong balance sheet and robust projected cash flows provide it with the flexibility to execute on its capital allocation priorities, including enhanced shareholder returns via additional Share buybacks under its normal course issuer bid, where it has approval to purchase up to an additional 13,598,634 Shares prior to December 17, 2025. While the Offer was undersubscribed, SECURE is encouraged by the indication that many of its Shareholders share its strong conviction in the intrinsic value of the business. 

Payment and settlement of the Shares purchased pursuant to the Offer will be effected by the Depositary in accordance with the settlement procedures described in the Offer Documents (as defined below) and applicable law. Any Shares not purchased under the Offer from Shareholders making a proportionate tender will be returned to the respective Shareholders as soon as practicable by the Depositary.

The number of Shares validly tendered and not withdrawn, the number of Shares expected to be purchased and the Purchase Price referred to above are all preliminary and subject to verification by the Depositary as well as the proper delivery of all Shares tendered (including Shares tendered pursuant to guaranteed delivery procedures). Upon take up and payment of the Shares purchased, SECURE will issue a press release disclosing the final results, the final Purchase Price, and the estimated paid-up capital per Share and the "specified amount" (each for purposes of the Income Tax Act (Canada)).

The full details of the Offer are described in the offer to purchase and issuer bid circular dated April 7, 2025, as well as the related letter of transmittal and notice of guaranteed delivery (the "Offer Documents"), copies of which were filed and are available under SECURE's profile on SEDAR+ at www.sedarplus.ca.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.

Forward Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities regulation. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. These statements include, without limitation, statements regarding the number of Shares expected to be taken up and paid for under the Offer, the Purchase Price and the aggregate amount SECURE expects to pay on take up and payment of tendered Shares in connection with the Offer; the number of Shares outstanding; expectations for Shareholders who have made auction tenders at a price in excess of the Purchase Price; the anticipated timing to return Shares not purchased under the Offer; the number of Shares to be taken up and paid for pursuant to proportionate tenders; SECURE's belief that its balance sheet and robust project cash flows will provide it with the flexibility to execute its capital allocation priorities, including enhancing shareholder returns via additional Share buybacks under its normal course issuer bid; the ability of SECURE to repurchase Shares under its normal course issuer bid; SECURE's belief in the intrinsic value of its business; further communication regarding completion of the Offer and the payment for Shares in accordance with the Offer, including the timing thereof. SECURE believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to those factors referred to under the heading "Risk Factors" in SECURE's Annual Information Form for the year ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca.

Although forward-looking statements contained in this press release are based upon what SECURE believes are reasonable assumptions, SECURE cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are expressly qualified by this cautionary statement. Unless otherwise required by law, SECURE does not intend, or assume any obligation, to update these forward-looking statements.

ABOUT SECURE

SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. SECURE's extensive infrastructure network located throughout western Canada and North Dakota includes waste processing and transfer facilities, industrial landfills, metal recycling facilities, crude oil and water gathering pipelines, crude oil terminals and storage facilities. Through this infrastructure network, SECURE carries out its principal business operations, including the processing, recovery, recycling and disposal of waste streams generated by our energy and industrial customers and gathering, optimization, terminalling and storage of crude oil and natural gas liquids. The solutions SECURE provides are designed not only to help reduce costs, but also lower emissions, increase safety, manage water, recycle by-products and protect the environment.

SECURE's Shares trade under the symbol "SES" and are listed on the TSX. For more information, visit www.secure.ca.

SOURCE SECURE Waste Infrastructure Corp.

For further information: Allen Gransch, President and Chief Executive Officer; Chad Magus, Chief Financial Officer, Phone: [phone], Fax: [phone], Email: [email protected], Website: www.secure.ca