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

CALGARY, AB, Nov. 12, 2026 /CNW/ -- Tidewater Renewables Ltd. ("Tidewater Renewables" or the "Corporation") (TSX: LCFS) is pleased to announce that it has filed its condensed interim consolidated financial statements and Management's Discussion and Analysis ("MD&A") for the three and nine months ended September 30, 2026.

THIRD QUARTER HIGHLIGHTS

• Adjusted EBITDA⁽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 to 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 bbl/d during the third quarter of 2026, representing a 114% utilization rate, compared to 2,011 bbl/d, representing a 67% utilization rate during the third quarter of 2025.
  
  
• The Corporation successfully reduced net debt⁽²⁾ by $71.5 million from December 31, 2025 to $134.7 million, achieving a debt to Adjusted EBITDA⁽¹⁾ ratio of 1.04x, 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% 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% 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% of forecasted renewable diesel sales and associated feedstock purchases to mitigate commodity price volatility.

SUBSEQUENT EVENTS

• On October 27, 2026, Environment and Climate Change Canada ("ECCC") announced proposed amendments to the federal Clean Fuel Regulations (the "CFR"), introducing a framework designed to support domestic low-carbon fuel producers such as Tidewater 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 1.8x multiplier and Canadian produced renewable diesel would receive a multiplier of 1.5x on the total CFR Emission Credits. These changes would be retroactive to January 1, 2026.
  
  
• On November 2, 2026, Tidewater Midstream and Infrastructure Ltd. ("Tidewater Midstream") and Tidewater Renewables announced that they have entered into a definitive arrangement agreement dated November 1, 2026 (the "Arrangement Agreement") pursuant to which Tidewater Midstream will acquire all of the outstanding common shares of Tidewater Renewables that Tidewater Midstream does not already own (the "Transaction").
  
  
• On November 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% from 38% as initially disclosed. Additionally, as a result of the warrant exercise, Tidewater Midstream's ownership position in Tidewater Renewables decreased from approximately 65% to approximately 62%.

CEO 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 December 14, 2026.  

Financial Highlights

TRANSACTION BETWEEN TIDEWATER MIDSTREAM AND TIDEWATER RENEWABLES

On November 2, 2026, Tidewater Midstream and Tidewater Renewables announced that they entered into the Arrangement Agreement pursuant to which Tidewater Midstream will acquire all of the outstanding common shares of Tidewater Renewables that Tidewater Midstream does not already own, with each such Tidewater Renewables common share to be exchanged for 0.88 of a common share of Tidewater Midstream (each whole common share, a "Midstream Share") (the "Consideration"). Subsequent to the announcement, on November 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% to approximately 49%. Additionally, as a result of the warrant exercise, Tidewater Midstream's ownership position in Tidewater Renewables decreased from approximately 65% to approximately 62%.

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 benefitting 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 & 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 & 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 TSX, the approval of the Court of King's Bench of Alberta, the conditional approval of the TSX for the listing of the Midstream Shares to be issued pursuant to the Transaction and other customary closing conditions. The shareholder meetings of each of Tidewater Midstream and Tidewater Renewables are expected to be held on December 14, 2026 and, if all approvals are received and all other closing conditions are satisfied or waived, the Transaction is expected to close on or about December 18, 2026. Further details of the Transaction will be contained in a management information circular which is expected to be mailed out to Tidewater Renewables' shareholders on or about November 20, 2026.

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

OUTLOOK AND CORPORATE UPDATE

Financial performance review

For the three and nine months ended September 30, 2026, the Corporation reported a net loss of $15.6 million and $0.5 million, respectively, compared to a net loss of $1.0 million and 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 September 30, 2026, respectively, compared to $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' ongoing commitment to deleveraging, supported by strong operational cash generation.

Canadian regulatory developments and SAF Project update

On October 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 1.8x multiplier for SAF, a 1.5x 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: Vol 160 (2026) on October 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 ongoing 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 1.8x 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 de-risk major capital commitments for its proposed 6,500 bbl/d SAF facility.

Consequently, while pre-final 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 (the "New Initiative Agreement"), 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 multi-year cash flow certainty. Tidewater Renewables has successfully expanded its commercial reach into 2027 and 2028, with over 65% of forecasted renewable diesel production for each of 2027 and 2028 now under contract. 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 proactive hedging program. Approximately 50% 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% 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 ongoing 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 October 27, 2026.

HDRD Complex

The HDRD Complex is Canada's first standalone renewable diesel facility and is located adjacent to Tidewater Midstream and Infrastructure Ltd.'s Prince George Refinery (the "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% of design capacity. This compares to 2,011 bbl/d, or 67% of design capacity, during the same period in the prior year. During the nine months ended September 30, 2026, the HDRD Complex achieved an average daily throughput rate of 3,190 bbl/d, or 106% of design capacity, compared to 2,137 bbl/d, or 71% 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, November 12, 2026 at 10:00 am Calgary time (11:00 pm 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 5 minutes in advance to receive an automated call-back 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, we suggest logging in at least 15 minutes prior to the start of the live event. For those dialing in, participants should ask to be joined into the Tidewater Renewables earnings call.

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

ABOUT TIDEWATER RENEWABLES

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+ at www.sedarplus.ca and at www.tidewater-renewables.com.

NON-GAAP AND OTHER FINANCIAL MEASURES

Throughout this press 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 to similar measures presented by other entities. As such, these measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with GAAP. Except as otherwise indicated, these non-GAAP financial measures and 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+ at www.sedarplus.ca.

Non-GAAP Financial Measures

The non-GAAP financial measures used by the Corporation are Adjusted EBITDA and distributable cash flow.

Adjusted EBITDA

Adjusted EBITDA is calculated as income (or loss) before finance costs, taxes, depreciation, share-based compensation, unrealized gains and losses on derivative contracts, transaction costs, and other items considered non-recurring in nature, plus the Corporation's proportionate share of Adjusted EBITDA in its equity investments.

Adjusted EBITDA is used by management to set objectives, make operating and capital investment decisions, monitor debt covenants and assess performance. Tidewater Renewables also believes Adjusted EBITDA is a measure widely used by securities analysts, investors, lending institutions and others to evaluate the financial performance of the Corporation. From time to time, the Corporation issues guidance on this key measure. As a result, Adjusted EBITDA is presented as a relevant measure in this press release to assist analysts and readers in assessing the performance of the Corporation as seen from management's perspective. Investors should be cautioned that Adjusted EBITDA should not be construed as an alternative 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:

Distributable Cash Flow

Distributable cash flow is calculated as net cash provided by (used in) operating activities before changes in non-cash working capital plus transaction costs, non-recurring expenses, and after any expenditures that use cash from 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. Maintenance capital expenditures, including turnarounds, are deducted from distributable cash flow as they are ongoing recurring expenditures which are funded from operating cash flows. Transaction costs are added back as they vary significantly quarter to quarter based on the Corporation's acquisition and disposition activity. Distributable cash flow also excludes non-recurring transactions that do not reflect Tidewater Renewables' ongoing operations.

Management believes distributable cash flow is a useful metric for investors when assessing the amount of cash flow generated from the Corporation's normal operations. These cash flows are relevant to the Corporation's ability to internally fund growth projects, alter its capital structure, or distribute returns to shareholders.

The following table reconciles net cash provided by (used in) operating activities, the nearest GAAP measure, to distributable cash flow:

Non-GAAP Financial Ratios

The Corporation uses the following non-GAAP financial ratios to present aspects of its financial performance or financial position.

Distributable cash flow per common share (basic and diluted)

Distributable cash flow per common share is calculated as distributable cash flow, a non-GAAP financial measure, over the weighted average number of common shares outstanding for the period.

Management believes that distributable cash flow per common share provides investors an indicator of funds generated from the business that could be allocated to each shareholder's equity position.

Capital Management Measures

Net Debt

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. Net debt is defined as amounts owing under the senior credit facility and second lien credit facility, less cash. Net debt excludes working capital, lease liabilities and derivative contracts as the Corporation monitors its capital structure based on net debt to Adjusted EBITDA.

The following table reconciles net debt:

Supplementary Financial Measures

Growth Capital

Growth capital expenditures are defined as expenditures which are recoverable, incrementally increase cash flow or the earning potential of assets, expand the capacity of current operations, or significantly extend the life of existing assets. This measure can be used by investors to assess the Corporation's discretionary capital spending.

Maintenance Capital

Maintenance capital expenditures are generally defined as expenditures that support and/or maintain the current capacity, cash flow or earning potential of existing assets without the characteristic benefits associated with growth capital expenditures. These expenditures include major inspections and overhaul costs that are required on a periodic basis. This measure can be used by investors to assess the Corporation's non-discretionary capital spending.

Forward-Looking Information

Certain statements contained in this press 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 Renewables 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 press release should not be unduly relied upon.

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

• full-year 2026 Adjusted EBITDA, sales volume and capital expenditures guidance;
• the amount of forecasted renewable diesel (and attached emission credit) sales and associated feedstock purchases subject to hedges and the effect thereof on the Corporation's exposure to commodity pricing volatility and the Corporation's cash flow;
• the proposed amendments to the CFR, including the proposed credit multipliers for renewable diesel and SAF and the proposed provisions for refinery co-processing, the 75-day public consultation period, the timing for establishing the final regulations and the expected effect thereof on the Corporation and the Canadian renewable fuels sector, including the expected effect on the Corporation's adjusted EBITDA;
• Tidewater Midstream's acquisition of all of the outstanding Tidewater Renewables common shares that it does not already own, including the consideration to be received by Tidewater Renewables shareholders under the Transaction;
• the implied value of the Consideration and the total value of the consideration payable to Tidewater Renewables shareholders;
• the expectation that the progress made at each of Tidewater Midstream and Tidewater Renewables, together with favourable regulatory decisions, will drive record Adjusted EBITDA for 2026;
• expectations with respect to the business, financial prospects and future opportunities of the combined company as a result of the Transaction, including its larger platform with enhanced diversification, simplified corporate structure and unified governance structure, its ability to execute on its growth strategy and its positioning for commercial opportunities across midstream, conventional and renewable fuels;
• the combined company's improved access to capital markets;
• the increased public float and trading liquidity of the combined company's shares;
• the combined company's ability to attract institutional investor interest;
• the improved financing capabilities of the combined company, including enhanced alternatives for future financing;
• the improved credit profile, enhanced capital allocation, balance sheet optimization and increased financial flexibility of the combined company;
• the potential cost savings, operating efficiencies, reduced administrative burden and corporate and tax synergies resulting from the Transaction;
• the receipt of the required shareholder, court and TSX approvals and the satisfaction of the other conditions to closing of the Transaction;
• the anticipated date of the shareholder meetings of Tidewater Midstream and Tidewater Renewables;
• the anticipated timing for completion of the Transaction;
• the anticipated timing for the mailing of a management information circular with respect to the Transaction to Tidewater Renewables shareholders;
• the continuation of Jeremy Baines and Ian Quartly as Chief Executive Officer and Chief Financial Officer, respectively, of the combined company following closing;
• the Corporation's monitoring of the regulatory rulemaking process and its engagement with federal stakeholders;
• the Corporation's view of regulatory developments in the low-carbon fuels sector;
• the Corporation's evaluation of whether the proposed credit multiplier for SAF is sufficient to support the economics of the SAF project and de-risk major capital commitments;
• the receipt of additional BC LCFS Credits from the Government of British Columbia pursuant to the New Initiative Agreement, including the anticipated use thereof to advance pre-FID activities and advance toward a potential FID on the proposed SAF project;
• the extension of the Corporation's targeted timeline for a potential FID on the SAF project into the first half of 2027 and the Corporation's participation in the federal consultation period;
• the Corporation's view of the renewable diesel and emissions credit markets;
• the sale of production from the HDRD Complex not sold under offtake agreements into the Canadian spot market;
• expected production volumes and management's view of the renewable diesel pricing environment;
• the Corporation's priority of debt reduction and operational optimization;
• the effect on renewable diesel production and sales if the proposed amendments to the CFR are finalized as proposed;
• management's expectations regarding the HDRD Complex; and
• the Corporation's objective to become a leading Canadian renewable fuel producer.

Although the forward-looking statements contained in this press 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 press release, the Corporation has made assumptions regarding, but not limited to:

• Tidewater Renewables' ability to execute on its business plan;
• the satisfaction of the conditions to closing of the Transaction in a timely manner, if at all, including the receipt of all necessary approvals;
• the combined company's ability to successfully integrate the businesses of Tidewater Midstream and Tidewater Renewables;
• Tidewater Midstream's ability to issue Midstream Shares pursuant to the Transaction;
• the combined company's ability to obtain sources of financing on terms favourable to the combined company;
• the combined company will have sufficient capital to pursue future commercial opportunities;
• the absence of material adverse changes in commodity prices, crack spreads, feedstock costs and government and regulatory support for renewable fuels;
• the Transaction will increase trading liquidity;
• the combined company will be better able to attract institutional investor interest;
• the Transaction will allow for further balance sheet optimization and financial flexibility;
• the synergies to be obtained as a result of the Transaction and the effect thereof;
• the timely receipt of all third party, governmental and regulatory approvals and consents sought by the Corporation;
• the continued availability of the BPI and the adoption of the proposed amendments to the CFR substantially as proposed;
• the receipt of additional BC LCFS Credits under the New Initiative Agreement and the Corporation's ability to monetize such credits to fund pre-FID activities on the SAF project;
• that a FID on the SAF project will be made on the anticipated timeline;
• the effectiveness of the Corporation's hedging program in mitigating commodity price volatility and stabilizing gross margin;
• general economic and industry trends;
• operating assumptions relating to the Corporation's projects;
• expectations around level of output from the Corporation's projects, including assumptions relating to feedstock supply levels;
• the ownership and operation of Tidewater Renewables' business;
• the expansion of production of renewable fuels by competitors;
• future commodity and renewable energy prices;
• sustained or growing demand for renewable fuels;
• the ability for the Corporation to successfully turn a wide variety of renewable feedstocks into low carbon fuels;
• the continued alignment of U.S. import parity benchmark pricing with the Corporation's revenue generation;
• the ability of the Corporation to successfully execute offtake agreements with respect to expected production;
• the effect of increasingly stringent CI reduction targets on obligated parties' operations and the emission credit market;
• the credit-worthiness of counterparties;
• the Corporation's future debt levels, financial stability, future debt reduction initiatives, and its ability to repay its debt when due;
• the Corporation's ability to continue to satisfy the terms and conditions of its credit facilities;
• the continued availability of the Corporation's credit facilities;
• the Corporation's ability to renew, extend or refinance its senior credit facility and second lien credit facility as they mature;
• the Corporation's ability to obtain additional debt and/or equity financing on satisfactory terms;
• the Corporation's ability to manage liquidity by working with its current capital providers and other sources and through the sale of emissions credits and renewable diesel;
• the market, demand and pricing for emissions credits and renewable diesel;
• foreign currency, exchange, inflation and interest rate risks;
• the continued support of governments of various levels for current policy initiatives; and
• the other assumptions set forth in the Corporation's most recent annual information form available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

The Corporation's actual results could differ materially from those anticipated in the forward-looking statements, as a result of numerous known and unknown risks and uncertainties and other factors including, but not limited to:

• changes in supply and demand for, and the pricing of, low carbon products and emissions credits;
• general economic, political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, supply chain pressures, inflation, stock market volatility and supply/demand trends;
• the completion and timing of the Transaction;
• the ability of Tidewater Midstream and Tidewater Renewables to receive, in a timely manner, the necessary court, shareholder and TSX approvals and to satisfy the conditions to closing of the Transaction;
• the ability of the parties to complete the Transaction on the terms contemplated by Tidewater Midstream and Tidewater Renewables or at all;
• the ability of the combined company to realize the anticipated benefits of, and synergies and savings from, the Transaction;
• consequences of not completing the Transaction, including the volatility of the share prices of Tidewater Renewables;
• negative reactions of the investment community;
• fluctuations in the market price of the Midstream Shares, which will affect the value of the Consideration received by Tidewater Renewables shareholders;
• the potential loss of customers, suppliers or employees as a result of the Transaction;
• the ongoing geopolitical conflicts involving the Middle East, Russia and Ukraine and the corresponding impact on supply chains, global refining capacity, commodity prices and the global economy;
• the risk that the proposed amendments to the CFR are not adopted in the form proposed, or at all, and the risk of changes to, or termination of, the BPI or other government incentive programs;
• the risk that a final investment decision on the SAF project is not made on the anticipated timeline, or at all;
• changes to U.S. and Canadian regulatory programs;
• risks and liabilities inherent in the operations related to renewable energy production and storage infrastructure assets, including the lack of operating history and risks associated with forecasting future performance;
• competition for, among other things, third-party capital, acquisition opportunities, requests for proposals, materials, equipment, labour, and skilled personnel;
• risks related to the environment and changing environmental laws and regulations in relation to the operations conducted by the Corporation and the Corporation's other future capital projects;
• 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;
• effects of weather conditions (such as severe weather or catastrophic events including, but not limited to, fires, floods, lightning, earthquakes, extreme cold weather, storms or explosions);
• reputational risks;
• the Corporation's reliance on key personnel;
• technology and security risks, including cybersecurity;
• potential losses stemming 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;
• the Corporation's ability to renew, extend or refinance its credit facilities prior to maturity on satisfactory terms;
• the effectiveness of the Corporation's hedging program and the risk of realized and unrealized losses on derivative contracts;
• changes in tax laws and the availability and utilization of the Corporation's tax pools;
• failure to realize the anticipated benefits of dispositions and capital projects; and
• the other risks set forth in the Corporation's most recent annual information form available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

The foregoing lists are not exhaustive. Additional information on these and other factors which could affect the Corporation's operations or financial results are set forth in the Corporation's most recent annual information form, its MD&A and in other documents on file with the Canadian Securities Administrators available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

Management of the Corporation has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide holders of common shares in the capital of the Corporation with a more complete perspective on the Corporation's current and future operations and such information may not be appropriate for other purposes. The Corporation's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what benefits the Corporation will derive from them. 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 press release. Tidewater Renewables 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 press 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 the Corporation's most recent annual information form and other filings made by the Corporation with Canadian provincial securities commissions available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

The financial outlook information contained in this press 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 press 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 press release. Accordingly, readers are cautioned that the financial outlook information contained in this press release should not be used for purposes other than for which it is disclosed herein. The financial outlook information contained in this press release was approved by management as of the date hereof and was provided for the purpose of providing further information about the Corporation's expectations and plans for the future.

SOURCE Tidewater Renewables Ltd

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