TIDEWATER MIDSTREAM AND INFRASTRUCTURE LTD. ANNOUNCES FIRST QUARTER 2025 RESULTS AND OPERATIONAL UPDATE

(TSX: TWM)

CALGARY, AB, May 8, 2025 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation") (TSX: TWM) has filed its consolidated financial statements and Management Discussion and Analysis ("MD&A") for the first quarter ended March 31, 2025.

First Quarter 2025 Highlights

• Consolidated net loss attributable to shareholders was $31.8 million during the first quarter of 2025, compared to $11.3 million during the first quarter of 2024. The increase in net loss attributable to shareholders was due to lower refined product sales and lower product margins offset in part by lower depreciation, interest expense, favorable changes in the fair value of derivative contracts, and higher income from equity investments
• Consolidated adjusted EBITDA⁽¹⁾ was $(3.7) million during the first quarter of 2025, compared to $39.8 million during the first quarter of 2024. The decrease in EBITDA is primarily driven by lower refined product sales and lower product margins in the first quarter of 2025, offset in part by lower losses on realized derivative contracts and higher income from equity investments.
• On January 10, 2025, Tidewater Renewables Ltd. ("Tidewater Renewables") completed the sale of its interest in the Rimrock Renewables Limited Partnership ("RNG LP") to Biocirc Canada Holdings Inc., an affiliate of Biocirc Group ApS for total proceeds of $7.8 million in cash, of which $4.7 million was received on close and the remaining $3.1 million could be received upon the satisfaction of certain post-closing conditions on or before December 30, 2025. The net proceeds of this transaction were used to repay outstanding indebtedness.
• On February 27, 2025, the Government of British Columbia announced changes to the Low Carbon Fuels Act (the "Amendments"), which increased the renewable fuel requirement for diesel from 4% to 8% for the 2025 compliance period. Effective April 1, 2025, the Amendments also require such renewable fuel content to be produced within Canada. Management views these changes as a positive development in addressing trade imbalances and supporting the economic sustainability of Tidewater Renewables, as well as the broader Canadian biofuels sector.
• On March 24, 2025 Tidewater closed the sale of its Brazeau River Complex and Fractionation Facility ("BRC") roadway network (the "BRC Roadway Network") for total proceeds of $24 million. Of the $24 million in total proceeds, $22.5 million was received upon closing, with the balance expected to be received on or before December 31, 2025. The $22.5 million was used to repay amounts outstanding on the Corporation's term facility component of its Senior Credit Facility (as defined herein).
• On March 26, 2025, with the support of its lenders, Tidewater Midstream amended the financial covenant requirements within the Fifth Amended and Restated Credit Agreement (the "Senior Credit Facility") effective January 1, 2025 until March 31, 2026, to increase the first lien senior debt to adjusted EBITDA covenant up to 4.50:1 (from 3.50:1) , and decrease the adjusted EBITDA to interest coverage ratio to 1.50:1 (from 2.50:1) during the period. These amendments will assist in providing financial flexibility as Tidewater navigates current market conditions.
• On March 26, 2025, Tidewater Renewables, with the support of its lenders, successfully amended its senior credit facility and second lien credit facility. The amendments provide over $15.0 million of additional capacity to the Tidewater Renewables credit facilities and extends the maturity date of the tranche B and tranche C facilities under the second lien credit facility from February 28, 2026, to October 24, 2027. The amendments also waive the requirements to comply with the quarterly financial covenants until March 31, 2026, previously waived until September 30, 2025, at which time the Tidewater Renewables will be required to maintain certain financial covenants on an annualized basis.

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

Subsequent events

• On April 1, 2025, a minor fire (the "Incident") occurred in the main renewable diesel process unit at the HDRD Complex. The fire was swiftly extinguished and the impacted area was isolated and stabilized. All personnel were accounted for and no injuries were reported. Following the Incident, Tidewater Renewables conducted a thorough investigation, both independently and in cooperation with regulatory authorities. Repairs were completed promptly due to the minimal damage and the extensive inventory of spare parts Tidewater Renewables had on hand. Operations at the HDRD Complex resumed on April 14, 2025 and the Incident is not expected to have a material impact on the Corporation's results given the product inventory levels maintained at the HDRD Complex.
  
  
• On May 5, Tidewater entered into definitive agreements with Pembina Pipeline Corporation and certain of its affiliates (collectively, "Pembina"), through a wholly owned limited partnership, to acquire the north segment of Pembina's Western Pipeline System (the "Western Pipeline") for total cash consideration of approximately $1.2 million, as well as the assumption of certain future abandonment and reclamation obligations and liabilities estimated to be approximately $30.0 million (undiscounted value) (the "Transaction"). Tidewater expects the Transaction to yield cost improvements of approximately $10.0 million to $15.0 million annually, compared to historical metrics, while further enhancing Tidewater's ability to optimize its feedstock procurement at the Prince George Refinery ("PGR"). 
  
  
• On May 5, 2025, Tidewater Renewables was advised that the Canadian International Trade Tribunal (the "Tribunal") had issued a decision to terminate its preliminary injury inquiry related to Tidewater Renewables' countervailing (anti-subsidy) and anti-dumping duty complaint concerning imports of renewable diesel from the U.S. which was filed by Tidewater Renewables with the Canada Border Services Agency ("CBSA") on December 30, 2024 (the "Complaint"). This decision ends the investigation initiated by the CBSA on March 6, 2025 (the "Investigation"), which originated from the Complaint. In initiating the Investigation, the CBSA determined that Tidewater Renewables had provided sufficient evidence to support its allegations that renewable diesel imported from the U.S. was subsidized and dumped, causing material injury to Tidewater Renewables and distorting Canada's renewable fuels market. The Tribunal is expected to release its reasons for the decision on May 23, 2025. Upon receipt of the Tribunal's reasons, Tidewater Renewables will assess all available options and legal remedies, including, but not limited to, promptly filing an amended or new complaint with the CBSA.
  
  
• On May 7, 2025, Tidewater Renewables extended the maturity date of its Senior Credit Facility from February 28, 2026, to February 28, 2027.

CEO Quote:

This has been a difficult quarter as a result of wider discounts on our refined product volumes and producer shut ins affecting our midstream operations. As we mentioned during our year end results conference call, we continue to progress our three key initiatives: maintaining safe and reliable operations, driving ongoing operational efficiencies, and optimizing our asset portfolio to ensure we have the right mix of assets that are generating appropriate returns. To this end, we continue to progress on non-core asset sales and will update the market as warranted. We remain focused on cash flow and improving operating results. Our recently announced transaction to acquire the Western Pipeline is expected to yield cost improvements of approximately $10.0 million to $15.0 million annually. We also expect to take advantage of steadily improving refined product margins over the course of the year resulting from the BC Government's changes to the Low Carbon Fuels Act. – Stated Jeremy Baines, CEO

CONSOLIDATED AND DECONSOLIDATED FINANCIAL HIGHLIGHTS

	Three months ended March 31
	Tidewater Deconsolidated ^(2)				Tidewater Consolidated
(in millions of Canadian dollars except per share information)		2025		2024		2025		2024
Net loss attributable to shareholders	$	(31.7)	$	(20.0)	$	(31.8)	$	(11.3)
Net loss attributable to shareholders per     share - basic	$	(0.07)	$	(0.05)	$	(0.07)	$	(0.03)
Adjusted EBITDA^(1)	$	(6.1)	$	14.5	$	(3.7)	$	39.8
Distributable cash flow attributable to shareholders^(1)	$	(17.7)	$	(3.0)	$	(20.8)	$	5.8
Distributable cash flow per share – basic ^(1)	$	(0.04)	$	(0.01)	$	(0.05)	$	0.01
Net debt^(3)	$	384.7	$	194.2	$	585.4	$	501.1
Total capital expenditures	$	1.5	$	2.3	$	3.6	$	8.1

(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.

CAPITAL EXPENDITURES

	Three months ended      March 31,
(in millions of Canadian dollars)		2025		2024
Growth capital ^(1)	$	2.0	$	5.9
Maintenance capital ^(1)		1.6		2.2
Total capital expenditures	$	3.6	$	8.1
Capital emission credits awarded ^(2)	$	(1.2)	$	(20.7)

(1)	Supplementary financial measures. See the "Non-GAAP Measures" section of this news release.
(2)	During the three months ended March 31, 2025, $1.3 million of capital emission credits were monetized. (Three months ended March 31, 2024 - $2.3 million)

DOWNSTREAM

PGR

During the first quarter of 2025, throughput at the PGR was 9,936 bbl/day, 9% lower than the fourth quarter of 2024, and 20% lower than the first quarter of 2024. The decrease for both periods was largely due to third-party pipeline maintenance that decreased the volume of crude feedstock coming into the facility. Throughput was also impacted by operational and feedstock-composition adjustments that were required during the quarter to process higher-density feedstock at normal rates. Throughput is expected to return to normal levels during the second quarter.

The Prince George crack spread averaged $83/bbl during the first quarter of 2025, a 11% increase from the fourth quarter of 2024 and a 6% decrease from the first quarter of 2024. The increase in crack spread from the fourth quarter of 2024 was primarily due to higher gasoline and diesel pricing, partially offset by higher feedstock costs. The decrease from the first quarter of 2024 was primarily due to higher feedstock costs partially offset by higher diesel and gasoline pricing.

Gasoline and diesel sales volumes in the first quarter of 2025 decreased compared to the fourth quarter of 2024 and first quarter of 2024 due to the expiry of the offtake agreement with Cenovus Energy Inc. (the "Offtake Agreement") in the fourth quarter of 2024. Diesel and gasoline inventories built during the first quarter of 2025 are anticipated to be drawn down with the seasonal increase in demand for refined products going into the summer driving months.

As previously disclosed, the Offtake Agreement expired on November 1, 2024, following which Tidewater began marketing diesel and gasoline volumes from the PGR and renewable diesel & renewable hydrogen complex owned by Tidewater Renewables (the "HDRD Complex") directly to its customers. Current wholesale discounts are wider than those at the time the Offtake Agreement was entered into, largely stemming from the oversupply of diesel in Western Canada as well as North American supply and demand fundamentals. Tidewater is working to optimize its netbacks on its diesel and gasoline. While Tidewater is focused on Western Canadian markets, in the event the Corporation is unable to place all its products in Western Canada, it may be required to export the balance to potentially lower margin markets.

PGR Historical Performance:

	Q3 2023	Q4 2023	Q1 2024	Q2 2024	Q3 2024	Q4 2024	Q1 2025
Daily throughput (bbl)	12,756	12,242	12,399	12,022	11,664	10,963	9,936
Refinery Yield ^(1)
Diesel	44 %	48 %	46 %	46 %	42 %	40 %	42 %
Gasoline	42 %	40 %	41 %	39 %	43 %	44 %	43 %
Other^(2)	14 %	12 %	13 %	15 %	15 %	16 %	15 %

(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.

HDRD Complex

For the three months ended March 31, 2025, the HDRD Complex achieved an average utilization rate of 2,239 bbl/d, or 75%. This compares to 2,116 bbl/d, or 71% of design capacity, during the same period in the prior year, and 2,677 bbl/d or 89% of design capacity during the fourth quarter of 2024. While utilization was relatively consistent with the first quarter of 2024, the decrease from the fourth quarter of 2024 reflects softer Canadian renewable diesel demand, and inclement weather affecting rail logistics.

MIDSTREAM

Midstream Gas Plant Volumes

	Q3 2023	Q4 2023	Q1 2024	Q2 2024	Q3 2024	Q4 2024	Q1 2025
Gross throughput (MMcf/d)	312	308	302	253	217	218	177
BRC^(1)	155	134	134	90	124	132	94
Ram River	88	96	96	93	31	15	11
Other^(2)	69	78	72	70	62	71	72

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

Brazeau River Complex and Fractionation Facility

The BRC gas processing facility had throughput of 94 MMcf/day in the first quarter of 2025, 38 MMcf/day lower than the fourth quarter of 2024 and 40 MMcf/day lower than the first quarter of 2024. The lower throughput was primarily due to lower straddle volumes coming through the facility as a function of an outage at Plant 3 of the BRC facility ("Plant 3"), and the discontinuation of sour gas processing after the second quarter of 2024. Plant 3 of the BRC facility has been temporarily shut-down for maintenance and repairs. The repair and maintenance work is expected to be completed, and Plant 3 operational, by the end of the second quarter of 2025.

The BRC fractionation facility utilization averaged 82% in the first quarter of 2025, compared to 94% in the fourth quarter of 2024 and 83% in the first quarter of 2024. Utilization was lower in the first quarter of 2025 compared to the fourth quarter of 2024 primarily due to lower recoveries of C3+ as a result of lower staddle volumes and the Plant 3 outage. Fractionation facility utilization during the first quarter of 2025 was relatively consistent with utilization during the first quarter of 2024. Utilization of the BRC fractionation facility may vary as NGL recoveries are dependent on the gas composition coming into facility.

Ram River Gas Plant

Tidewater Midstream has a 95% operated working interest in the Ram River Gas Plant, a rail-connected sour natural gas processing facility with sulfur handling facilities located in the Strachan region in west central Alberta.

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 gas flow from producers to resume. Management's intent is to restart the facility when commodity prices strengthen and gas flow from producers restarts. Natural gas prices are forecasted to recover during 2025 from the lows in 2024, and gas processing operations are expected to resume when producer activity restarts. Sulfur handling activities resumed at the end of March.

FIRST QUARTER 2025 EARNINGS CALL

In conjunction with the earnings release, Tidewater's executives will hold a call to review its first quarter 2025 results via conference call on Thursday, May 8, 2025 at 11:00 am MDT (1:00 pm EDT).

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

A live audio webcast of the conference call will be available by following this link: https://app.webinar.net/lox5G7qbjmR 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".

Jeremy Baines	Aaron Ames
Chief Executive Officer	Interim Chief Financial Officer
Tidewater Midstream & Infrastructure Ltd.	Tidewater Midstream & Infrastructure Ltd

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 financial 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 Corporation's 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 Midstream 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:

	Three months ended March 31,
(in millions of Canadian dollars)		2025		2024
Net loss	$	(31.9)	$	(9.7)
Depreciation		15.0		23.2
Finance costs and other		16.7		21.6
Share-based compensation		1.3		2.8
Loss on sale of assets		0.1		-
Unrealized (gain) loss on derivative contracts		(4.5)		1.4
Realized gain on marketable securities		-		(5.0)
Transaction costs		0.2		1.3
Non-recurring expenses		4.3		4.5
Adjustment to share of profit from equity accounted investments		(4.9)		(0.3)
Consolidated adjusted EBITDA	$	(3.7)	$	39.8
Less: Consolidated adjusted EBITDA attributable to Tidewater Renewables		(2.4)		(25.3)
Deconsolidated adjusted EBITDA	$	(6.1)	$	14.5

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 Midstream'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 Midstream from distributable cash flow attributable to shareholders.

The following table reconciles net cash used in 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)		2025		2024
Net cash used in operating activities	$	(14.7)	$	(29.3)
Add (deduct):
Changes in non-cash operating working capital		3.8		60.0
Transaction costs		0.2		1.3
Non-recurring expenses		4.3		4.5
Interest and financing charges		(11.5)		(14.1)
Payment of lease liabilities and other, net of sublease payments		(3.0)		(10.4)
Maintenance capital		(1.6)		(2.2)
Tidewater Renewables' distributable cash flow to non-controlling interest      shareholders		1.7		(4.0)
Distributable cash flow attributable to shareholders	$	(20.8)	$	(5.8)
Tidewater Renewables' distributable cash flow attributed to shareholders of            Tidewater	$	3.1	$	(8.8)
Deconsolidated distributable cash flow attributable to shareholders	$	(17.7)	$	(3.0)

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.

	Three months ended March 31,
(in millions of Canadian dollars except share and per share information)		2025		2024
Distributable cash flow attributable to shareholders	$	(20.8)	$	5.8
Deconsolidated distributable cash flow attributable to shareholders	$	(17.7)	$	(3.0)
Weighted average common shares outstanding – basic and diluted (millions)		431.2		428.2
Distributable cash flow per share – basic and diluted	$	(0.05)	$	0.01
Deconsolidated distributable cash flow per share –  basic and diluted	$	(0.04)	$	(0.01)

Capital Management Measures

Consolidated and deconsolidated net debt

Consolidated net debt is defined as bank debt, second lien 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 of the corporations MD&A.

The following table reconciles consolidated and deconsolidated net debt:

(in millions of Canadian dollars)		March 31,    2025		March 31,   2024
Tidewater Midstream Senior Credit Facility	$	284.7	$	119.4
Tidewater Renewables Senior Credit Facility		22.0		144.0
Tidewater Renewables Second Lien Credit Facility		178.8		175.0
2024 Convertible Debentures - principal		100.0		-
2019 Convertible Debentures - principal		-		75.0
Cash		(0.1)		(12.3)
Consolidated net debt	$	585.4	$	501.1
Less: Tidewater Renewables Senior Credit Facility		(22.0)		(144.0)
Less: Tidewater Renewables Second Lien Credit Facility		(178.8)		(175.0)
Add: Tidewater Renewables cash		0.1		12.1
Deconsolidated net debt	$	384.7	$	194.2

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 common shares outstanding for the period.

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

OPERATIONAL DEFINITIONS

"bbl/d" means barrels per day; "MMcf/d" means million cubic feet per day.

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

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

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

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

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

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

Advisory Regarding Forward-Looking Statements

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

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

• the receipt of the balance of the total proceeds from the sale of Tidewater Renewables' interest in RNG LP;
• the expected effect of the Amendments on the emissions credit market and the broader Canadian biofuels sector;
• the receipt of the balance of the proceeds from the sale of the BRC Roadway Network;
• the effect of the amendments to the Senior Credit Facility and Tidewater Renewables' senior credit facility and second lien credit facility on the Corporation's and Tidewater Renewables' financial flexibility;
• requirements for the Corporation and Tidewater Renewables to maintain certain financial covenants;
• the expected timing of closing of the Transaction;
• the expected cost improvements as a result of the Transaction;
• the progression of the Corporation's key initiatives;
• the progression of non-core asset sales;
• the Corporation's focus on cash flow and improving operating results;
• expectations regarding throughput at the Corporation's facilities;
• expectations regarding the draw down of diesel and gasoline inventories built during the first quarter of 2025;
• the Corporation's efforts to optimize its netback on its diesel and gasoline;
• the potential requirement for the Corporation to export its products outside of Western Canada to potentially lower margin markets;
• the timing of completion of repair and maintenance work at Plant 3 and the return of Plant 3 to operation;
• variations in utilization of the BRC fractionation facility and the cause thereof;
• natural gas pricing expectations;
• expectations regarding producer activity; and
• the resumption of operations at the Ram River Gas Plant.

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

• the Corporation's ability to execute on its business plan;
• the effect of Tidewater Renewables' business operations on Tidewater;
• the timely receipt of all governmental and regulatory approvals sought by the Corporation;
• future commodity prices, including natural gas, crude oil, NGL and renewable energy prices;
• the ability of the Corporation to satisfy the conditions to closing of the Transaction;
• the market for BC LCFS Credits, including that such market will improve and the timing thereof;
• general economic and industry trends;
• impacts of commodity prices and demand on the Corporation's working capital requirements; ‎
• continuing government support for existing policy initiatives;
• processing and marketing margins;
• impacts of seasonality and climate disruptions;
• future capital expenditures to be made by the Corporation;
• foreign currency, exchange and interest rates, and expectations relating to inflation;
• that there are no unforeseen events preventing the performance of contracts;
• the availability of equipment and personnel required for Tidewater to execute its business plan;
• the amount of future liabilities relating to lawsuits and environmental incidents and the availability of coverage under the Corporation's insurance policies;
• volume demands from the PGR and HDRD Complex are consistent with forecasts;
• successful negotiation and execution of agreements with counterparties;
• oil and gas industry exploration and development activity and the geographic region of such activity;
• the Corporation's ability to obtain and retain qualified staff and equipment in a timely and cost-effective manner;
• the amount of operating costs to be incurred;
• that there are no unforeseen costs relating to the facilities, not recoverable from customers;
• distributable cash flow and net cash provided by operating activities are consistent with expectations;
• the ability to obtain additional financing on satisfactory terms;
• the availability of capital to fund operations and future capital requirements relating to existing assets and projects;
• the ability of Tidewater to successfully market its products;
• the 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, BC LCFS Credit market volatility; supply/demand trends, armed hostilities, acts of war, terrorism, cyberattacks, trade disruptions, diplomatic developments and inflationary pressures;
• activities of producers and customers and overall industry activity levels;
• failure to negotiate and conclude any required commercial agreements;
• non-performance of agreements in accordance with their terms;
• failure to execute formal agreements with counterparties in circumstances where letters of intent or similar agreements have been executed and announced by Tidewater;
• the imposition of tariffs and the corresponding impact on producer activity and the supply and demand for the Corporation's products;
• failure to close transactions as contemplated and in accordance with negotiated terms;
• the conflict in Ukraine and the Middle East and the corresponding impact on supply chains and the global economy;
• risks of health epidemics, pandemics, public health emergencies, quarantines, and similar outbreaks, including COVID-19, which may have sustained material adverse effects on the Corporation's business financial position results of operations and/or cash flows;
• changes in environmental and other laws and regulations or the interpretations of such laws or ‎‎‎regulations‎;
• cost of compliance with applicable regulatory regimes, including, but not limited to, environmental laws and regulations, including greenhouse gas emissions;
• Indigenous and landowner consultation requirements;
• climate change initiatives or policies or increased environmental regulation;
• that receipt of third party, regulatory, environmental and governmental approvals and consents relating to Tidewater's capital projects can be obtained on the necessary terms and in a timely manner;
• that the resolution of any particular legal proceedings could have an adverse effect on the Corporation's operating results or financial performance;
• competition for, among other things, business capital, acquisition opportunities, requests for proposals, materials, equipment, labour and skilled personnel;
• the ability to secure land and water, including obtaining and maintaining land access rights;
• operational matters, including potential hazards inherent in the Corporation's operations and the effectiveness of health, safety, environmental and integrity programs;
• actions by governmental authorities, including changes in regulation, tariffs and taxation;
• changes in operating and capital costs, including fluctuations in input costs;
• legal risks and environmental risks and hazards, including risks inherent in the transportation of NGLs and refining of light crude oils which may create liabilities to the Corporation in excess of the Corporation's insurance coverage, if any;
• actions by joint venture partners or other partners which hold interests in certain of the Corporation's assets;
• reliance on key relationships and agreements;
• losses of key customers;
• construction and engineering variables associated with capital projects, including the availability of contractors, engineering and construction services, accuracy of estimates and schedules, and the performance of contractors;
• the availability of capital on acceptable terms;
• changes in the credit-worthiness of counterparties;
• adverse claims made in respect of the Corporation's properties or assets;
• risks and liabilities associated with the transportation of dangerous goods and derailments;
• effects of weather conditions (such severe weather or catastrophic events including, but not limited to, fires, floods, lightning, earthquakes, extreme cold weather, storms or explosions);
• reputational risks;
• reliance on key personnel;
• technology and security risks, including cybersecurity;
• potential losses which would stem from any disruptions in production, including work stoppages or other labour difficulties, or disruptions in the transportation network on which the Corporation is reliant;
• technical and processing problems, including the availability of equipment and access to properties;
• changes in gas composition; and
• failure to realize the anticipated benefits of acquisitions.

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. Additionally, the Corporation faces certain risks as the majority shareholder of Tidewater Renewables including, without limitation, liquidity risk, commodity price risk (including in respect of the markets for BC LCFS Credits, CFR emission credits and other carbon credits, rebates, tax credits, grants and other incentives), equity risk, credit risk and risks related to changes in environmental regulations, economic, political or market conditions and the regulatory environment.

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

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

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

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

SOURCE Tidewater Midstream and Infrastructure Ltd.

For further information please contact: Michael Gracher, Manager, Investor Relations, Tidewater Midstream & Infrastructure Ltd, [email protected]