Mr. Jeremy Baines reports

TIDEWATER RENEWABLES LTD. ANNOUNCES THIRD QUARTER 2026 RESULTS, UPDATE ON PROPOSED TRANSACTION WITH TIDEWATER MIDSTREAM, OPERATIONAL UPDATE, AND INCREASED 2026 GUIDANCE

Tidewater Renewables Ltd. has filed its condensed interim consolidated financial statements and management's discussion and analysis (MD&A) for the three and nine months ended Sept. 30, 2026.

Third quarter highlights:

• Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) (1) was $54.6-million during the third quarter of 2026, a $38.2-million increase over the $16.4-million generated in the same period of 2025.
• During the third quarter of 2026, the corporation reported net loss of $15.6-million, compared with a net loss of $1.0-million in the third quarter of 2025.
• The renewable diesel and renewable hydrogen complex (the HDRD complex) achieved record average daily throughput of 3,411 barrels per day (bbl/d) during the third quarter of 2026, representing a utilization rate of 114 per cent, compared with 2,011 bbl/d, representing a utilization rate of 67 per cent during the third quarter of 2025.
• The corporation successfully reduced net debt (2) by $71.5-million from Dec. 31, 2025, to $134.7-million, achieving a debt to adjusted EBITDA (1) ratio of 1.04 times, supported by strong operational margins and disciplined capital allocation.
• Increased full-year adjusted EBITDA (1) guidance to $165.0-million to $175.0-million (from $130.0-million to $140.0-million). At the midpoint, this represents a 26-per-cent increase over the midpoint of the prior guidance, reflecting strong operational performance year to date and a constructive outlook for margins for the balance of the year.
• Commercial momentum continued with over 65 per cent of 2027 and 2028 forecasted renewable diesel production now committed under offtake agreements.
• The corporation has secured gross margin for 2027 by hedging approximately 30 per cent of forecasted renewable diesel sales and associated feedstock purchases to mitigate commodity price volatility.

Subsequent events:

• On Oct. 27, 2026, Environment and Climate Change Canada (ECCC) announced proposed amendments to the federal clean fuel regulations (CFR), introducing a framework designed to support domestic low-carbon fuel producers such as Tidewater Renewables, with the final regulations to be established following a 75-day public consultation period. Under the proposed regulations Canadian produced sustainable aviation fuel (SAF) would receive a 1.8-time multiplier and Canadian produced renewable diesel would receive a multiplier of 1.5 times on the total CFR emission credits. These changes would be retroactive to Jan. 1, 2026.
• On Nov. 2, 2026, Tidewater Midstream and Infrastructure Ltd. and Tidewater Renewables announced that they have entered into a definitive arrangement agreement dated Nov. 1, 2026, pursuant to which Tidewater Midstream will acquire all of the outstanding common shares of Tidewater Renewables that Tidewater Midstream does not already own.
• On Nov. 5, 2026, Tidewater Renewables' outstanding warrants, consisting of the 3.4 million warrants issued in 2022 and the 1.0 million warrants issued in 2024 pursuant to financing agreements, were exercised on a cashless basis by the holders thereof. This resulted in the issuance of 1.9 million common shares of the corporation. No cash proceeds were received by the corporation in connection with this exercise. Upon the issuance of the common shares, the warrant liability previously recognized at fair value was fully derecognized. As a result of this warrant exercise, the percentage of votes held by holders of Tidewater Renewables shares who have entered into voting and support agreements and which are eligible to be voted as part of the required minority approval, increased to 49 per cent from 38 per cent as initially disclosed. Additionally, as a result of the warrant exercise, Tidewater Midstream's ownership position in Tidewater Renewables decreased from approximately 65 per cent to approximately 62 per cent.

(1) Non-GAAP (generally accepted accounting principles) financial measure. See the non-GAAP and other financial measures section of the corporation's MD&A for information on each non-GAAP financial measure or ratio.

(2) Capital management measure. See the non-GAAP and other financial measures section of the corporation's MD&A for information on each non-GAAP financial measure or ratio.

Chief executive officer message

"Tidewater Renewables delivered another excellent quarter as the HDRD complex continued to operate above nameplate capacity, which combined with strong margin capture, resulted in significant cash flow generation that was used to reduce net debt," said Jeremy Baines, chief executive officer of Tidewater Renewables.

"The proposed combination of Tidewater Renewables with Tidewater Midstream is compelling for five principal reasons: It will simplify the corporate structure, improve the combined company's capital markets profile, strengthen the financial profile of the combined businesses, creates opportunities for cost savings, operational efficiencies and potential tax synergies, and provides a more diversified asset base. With each Tidewater Renewables common share being exchanged for 0.88 of a common share of Tidewater Midstream, current Tidewater Renewable shareholders will retain exposure to the HDRD complex while gaining exposure to Tidewater Midstream's broader cash flows and growth opportunities.

"I encourage all Tidewater Renewables shareholders to vote in favour of the transaction at the shareholder meeting, which is expected to be held on Dec. 14, 2026."

Transaction between Tidewater Midstream and Tidewater Renewables

On Nov. 2, 2026, Tidewater Midstream and Tidewater Renewables announced that they entered into the arrangement agreement pursuant to which Tidewater Midstream will acquire all of the outstanding common shares of Tidewater Renewables that Tidewater Midstream does not already own, with each such Tidewater Renewables common share to be exchanged for 0.88 of a common share of Tidewater Midstream. Subsequent to the announcement, on Nov. 5, 2026, the exercise of all outstanding warrants on a cashless basis by the holders thereof increased the percentage of votes held by holders of Tidewater Renewables shares who have entered voting and support agreements and which are eligible to be voted as part of the required minority approval from approximately 38 per cent to approximately 49 per cent. Additionally, as a result of the warrant exercise, Tidewater Midstream's ownership position in Tidewater Renewables decreased from approximately 65 per cent to approximately 62 per cent.

Highlights of the transaction include:

• Simplified corporate structure: combines two closely integrated public companies under a unified governance structure to better execute on the combined company's growth strategy;
• Capital markets positioning: increased scale and a larger combined market capitalization are expected to improve access to capital markets with combined company shareholders benefiting from the increased public float and trading liquidity. Together with a simplified structure and streamlined messaging, the combined company is expected to be better positioned to attract institutional investors and to have enhanced alternatives for any future financing requirements;
• Improved financial strength and financing flexibility: improved credit profile and capital allocation are expected to build on the optimization potential of each company's existing balance sheet and create additional flexibility to finance future growth opportunities;
• Scale and diversification: enhanced strategic position with a more diversified asset base to better position the combined company for value-enhancing commercial opportunities across midstream, conventional and renewable fuels;
• Value creation opportunities: the combined company is expected to benefit from operating efficiencies and corporate synergies through public company cost savings, reduced administrative burden and potential tax synergies.

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

Tidewater Midstream's and Tidewater Renewables' boards of directors have each, with interested directors abstaining, recommended that Tidewater Midstream and Tidewater Renewables shareholders, as applicable, vote in favour of the transaction. Following closing, Mr. Baines will continue as chief executive officer and Ian Quartly will continue as chief financial officer of the combined company.

Outlook and corporate update

Financial performance review

For the three and nine months ended Sept. 30, 2026, the corporation reported a net loss of $15.6-million and $500,000, respectively, compared with a net loss of $1.0-million and a net income of $17.3-million, respectively, for the same periods in 2025. For both periods, the decrease was primarily driven by non-cash warrant liability revaluations, losses on derivative contracts, the recognition of deferred income tax expense and lower contributions from equity investments. These impacts were partially offset by higher throughput at the HDRD complex, which drove increased sales volume, alongside improved realized pricing, and the recognition of the biofuel production incentive (BPI).

Tidewater Renewables generated adjusted EBITDA (1) of $54.6-million and $134.7-million for the three and nine months ended Sept. 30, 2026, respectively, compared with $16.4-million and $29.6-million, respectively, generated during the same periods in 2025. This increase was driven by consistent operational performance and strong facility throughput at the HDRD complex, which led to a significant increase in production and sales volumes. The corporation benefited from higher realized margins on these volumes, alongside the recognition of the BPI.

During the third quarter of 2026, the corporation strategically deployed capital to permanently reduce its second lien credit facility, paying down $20.1-million of the tranche A facility (reducing its aggregate principal amount to $135.0-million from $155.1-million) and fully repaying and extinguishing the tranche B facility of $28.8-million. These repayments, executed without any prepayment penalty, underscore Tidewater Renewables' continuing commitment to deleveraging, supported by strong operational cash generation.

Canadian regulatory developments and SAF project update

On Oct. 27, 2026, ECCC announced proposed amendments to the federal CFR, aimed at strengthening Canada's domestic low-carbon fuel industry and enhancing long-term market competitiveness.

Key highlights of the proposed amendments and associated federal measures include:

• Stronger backing for domestic producers, aligning the regulatory framework with federal production-based funding like the BPI to protect Canadian production capacity for renewable diesel and biodiesel, focus on domestic feedstocks, and secure local supply chains;
• Proposed credit multipliers for key low-carbon fuels, introducing a 1.8-time multiplier for SAF, a 1.5-time multiplier for renewable diesel and dedicated provisions for refinery co-processing of bio-based feedstocks like canola, directly enhancing the credit-generation potential of low-carbon fuel producers;
• Favourable credit market evolution, introducing flexible compliance options and pathways that direct credit revenue toward infrastructure development, while keeping core emission-reduction targets firmly in place for traditional fuel providers who buy credits from producers like Tidewater Renewables;
• Upcoming regulatory timeline, with the proposed amendments published in the Canada Gazette, Part I: Volume 160 (2026), on Oct. 31, 2026, to initiate a formal 75-day public consultation period.

Tidewater Renewables continues to actively monitor the regulatory rulemaking process and engage with federal stakeholders. Management believes the continuing evolution of the CFR reinforces the structural demand for domestically produced, low-carbon fuels and directly supports the corporation's core operations, positioning Tidewater Renewables as a leading Canadian supplier of low-carbon intensity fuels.

While the proposed CFR amendments introduce a 1.8-time credit multiplier for SAF, the corporation is still evaluating whether this proposed incentive level is sufficient on its own to fully underpin the SAF project economics and derisk major capital commitments for its proposed 6,500 bbl/d SAF facility.

Consequently, while prefinal investment decision (FID) engineering, optimization and credit milestone activities continue to advance under the new initiative agreement entered into with the government of British Columbia, Tidewater Renewables has extended its targeted timeline for a potential FID into the first half of 2027. This extension will allow the corporation to actively participate in the 75-day federal consultation period, thoroughly review the regulatory details, and continue advancing long-term offtake agreements and committed financing required to support efficient project execution.

Commercial execution and hedging program

The corporation's commercial strategy continues to prioritize securing long-term demand and stabilizing offtake to provide multiyear cash flow certainty. Tidewater Renewables has successfully expanded its commercial reach into 2027 and 2028, with over 65 per cent of forecasted renewable diesel production for each of 2027 and 2028 now under contract. Management believes these levels reflect sustained demand for domestic renewable fuels. The majority of these contracts are structured with U.S. import parity pricing benchmarks to align realized prices with market values. Remaining volumes are expected to be sold into the Canadian spot market, providing the corporation with flexibility to respond to prevailing market dynamics.

To further protect the corporation's financial position, management has continued its pro-active hedging program. Approximately 50 per cent of renewable diesel (and attached emission credit) sales and associated feedstock purchases are hedged for the balance of 2026. Looking ahead to 2027, the corporation has extended this strategy by securing further hedges for approximately 40 per cent of anticipated 2027 renewable diesel (and attached emission credit) sales and associated feedstock purchases, at significantly higher fixed prices relative to the 2026 hedges. Through these derivative instruments, the corporation has locked in gross margin on a portion of its production, effectively reducing exposure to commodity pricing volatility and ensuring more predictable cash flows.

2026 guidance update

During the third quarter of 2026, the corporation continued to navigate the market dynamics resulting from continuing geopolitical tensions in the Middle East, Russia and Ukraine. The persistent volatility and elevated renewable diesel benchmarks have sustained a constructive margin environment for the HDRD complex, as realized pricing continued to outpace feedstock input costs.

Reflecting these favourable market conditions combined with the corporation's strong operational execution, Tidewater Renewables is updating its full-year 2026 adjusted EBITDA (1) guidance to $165.0-million to $175.0-million (from $130.0-million to $140.0-million) and increasing its full-year sales volume guidance. The 2026 capital expenditure target remains unchanged as the corporation continues to prioritize debt reduction and operational optimization. This guidance excludes the proposed targeted amendments to the CFR announced on Oct. 27, 2026.

HDRD complex

The HDRD complex is Canada's first standalone renewable diesel facility and is located adjacent to Tidewater Midstream's Prince George refinery (PGR). The HDRD complex is designed to process 3,000 bbl/d of renewable feedstock and utilizes renewable hydrogen to reduce the carbon intensity (CI) of the renewable fuel it produces.

During the third quarter of 2026, the HDRD complex achieved an average daily throughput rate of 3,411 bbl/d or 114 per cent of design capacity. This compares with 2,011 bbl/d or 67 per cent of design capacity, during the same period in the prior year. During the nine months ended Sept. 30, 2026, the HDRD complex achieved an average daily throughput rate of 3,190 bbl/d or 106 per cent of design capacity, compared with 2,137 bbl/d or 71 per cent of design capacity in the same period of 2025. The higher throughput across both periods reflects continued robust facility reliability and sustained benefits of targeted facility debottlenecking initiatives, which collectively enabled the HDRD complex to consistently operate above nameplate capacity. Utilization in the prior-year comparative periods was adversely impacted by operational interruptions. These included planned turnaround activities initiated in September, 2025, an April 1, 2025, fire incident, severe weather-related rail logistics challenges and softer Canadian renewable diesel demand.

Conference call

In conjunction with the earnings release, investors will have the opportunity to listen to Tidewater Renewables' senior management review its third quarter 2026 results via a joint conference call with its controlling shareholder, Tidewater Midstream, on Thursday, Nov. 12, 2026, at 10 a.m. Calgary time (11 p.m. ET). A question-and-answer session for analysts will follow management's presentation.

To join the conference call without operator assistance, please register here approximately five minutes in advance to receive an automated callback when the session begins. Alternatively, you can dial 888-510-2154 (toll-free in North America) or 437-900-0527 to reach a live operator who will place you into the call.

For those accessing the call via Cision's investor website, the company suggests logging in at least 15 minutes prior to the start of the live event. For those dialling in, participants should ask to be joined into the Tidewater Renewables earnings call.

A live audio webcast of the conference call will be available and archived for 90 days.

About Tidewater Renewables Ltd.

Tidewater Renewables is an energy transition company. The corporation is focused on the production of low-carbon fuels, primarily renewable diesel. The corporation was created in response to the growing demand for renewable fuels in North America and to capitalize on its potential to efficiently turn a wide variety of renewable feedstocks (such as canola oil, tallow, used cooking oil, distillers corn oil, soybean oil and other biomasses) into low-carbon fuels. Tidewater Renewables' objective is to become a leading Canadian renewable fuel producer. The corporation is pursuing this objective through the ownership, development and operation of clean fuels projects and related infrastructure that utilize existing proven technologies. Additional information relating to Tidewater Renewables is available on SEDAR+ and at the company's website.

Non-GAAP and other financial measures

Throughout this news release and in other materials disclosed by the corporation, Tidewater Renewables uses a number of non-GAAP financial measures, non-GAAP ratios, capital management measures and supplementary financial measures when assessing its results and measuring overall performance. The intent of non-GAAP measures and non-GAAP ratios is to provide additional useful information to investors and analysts. These non-GAAP measures and non-GAAP ratios do not have standardized meanings prescribed by GAAP and are therefore unlikely to be comparable with similar measures presented by other entities. As such, these measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with GAAP. Except as otherwise indicated, these non-GAAP financial measures and non-GAAP ratios will be calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods. For more information with respect to the corporation's non-GAAP measures, non-GAAP ratios, capital management measures and supplementary financial measures, see the non-GAAP and other financial measures section of Tidewater Renewables' MD&A, which is available on SEDAR+.

We seek Safe Harbor.