TIDEWATER MIDSTREAM AND INFRASTRUCTURE LTD. ANNOUNCES FIRST QUARTER 2026 RESULTS, OPERATIONAL UPDATE, AND 2026 FINANCIAL GUIDANCE UPDATE

(TSX: TWM)

CALGARY, AB, May 7, 2026 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation" when referring to the consolidated group, and "Tidewater Midstream" when referring to the legal entity) (TSX: TWM) has filed its consolidated interim financial statements and Management's Discussion and Analysis ("MD&A") for the three months ended March 31, 2026.

First Quarter 2026 Highlights

• Consolidated net loss attributable to shareholders was $27.1 million for the first quarter of 2026 compared to a consolidated net loss attributable to shareholders of $31.8 million for the first quarter of 2025. The smaller net loss was primarily due to higher operating income, offset in part by unfavorable changes in the fair value of derivative contracts, lower income from equity investments, and higher deferred tax expense.
• Consolidated adjusted EBITDA⁽¹⁾ was $49.7 million for the first quarter of 2026 compared to negative $3.7 million in the same period of 2025. The increase was primarily due to a higher gross margin in the current period largely due to higher crack spreads and increased sales volumes and prices for renewable diesel.
• On January 7, 2026, Tidewater announced that it had entered into long-term agreements for gas handling and NGL supply and fractionation at the BRC. Under the agreements, Tidewater will process up to 75MMcf/d of natural gas, and will receive the marketing rights to the ethane, propane and butane derived from such processing, for initial terms of approximately five years which may continue thereafter on an evergreen basis.
• On March 23, 2026, Tidewater Midstream made several amendments to its senior credit facility. The amendments extended the maturity dates of the syndicated and operating components of the facility from September 12, 2026 to August 30, 2027, and revised the Tidewater Midstream financial covenant requirements beginning March 31, 2026.
• On March 27, 2026, the U.S. Environmental Protection Agency ("EPA") finalized the 2026 to 2027 Renewable Volume Obligations ("RVO"), establishing enhanced blending mandates that are expected to provide substantial structural support for Tidewater Renewables realized margins.
• On March 30, 2026, Tidewater Renewables received conditional approval for the Biofuel Production Incentive (the "BPI"), from Natural Resources Canada confirming total funding in line with the full annual production capacity of the HDRD Complex ("HDRD"). Tidewater Renewables is currently finalizing the related contribution agreement with Natural Resources Canada, the final administrative requirement, which is expected to be executed in the second quarter of 2026.
• Tidewater Renewables has over 90% of 2026 forecasted renewable diesel production and over 40% of forecasted renewable diesel production for each of 2027 and 2028 committed under offtake agreements.
• Tidewater has increased its full year consolidated adjusted EBITDA⁽¹⁾ guidance, which is now expected to be between $190.0 million and $210.0 million, from the previously disclosed range of $150.0 million and $170.0 million, driven by higher forward market crack spreads and higher demand and improved pricing for renewable diesel and emissions credits.

CEO Message:

"The first quarter of 2026 marked a significant step forward for Tidewater, driven by strong operational execution across our core assets and more constructive market conditions," said Jeremy Baines, Chief Executive Officer of Tidewater.

"During the first quarter we advanced several important initiatives that strengthen Tidewater's business. At our Brazeau River Complex, we entered into long-term gas handling and NGL supply and fractionation agreements, providing significant natural gas volume to the BRC from dedicated facilities. Tidewater Renewables received conditional approval for the Biofuel Production Incentive, which confirmed that total funding in line with the full annual production capacity of the HDRD Complex would be available. From a Corporate perspective, the maturity of the Tidewater Midstream senior credit facility was extended to August 30, 2027, enhancing liquidity and aligning covenants with the expected step-change in financial results.

"As a result of the improved forward market environment and our operating momentum, we have increased Tidewater's 2026 consolidated adjusted EBITDA guidance to $190 million to $210 million, while maintaining a disciplined capital program of $20 million to $25 million. We intend to prioritize the application of free cash flow toward debt reduction."

CONSOLIDATED AND DECONSOLIDATED FINANCIAL HIGHLIGHTS

CAPITAL EXPENDITURES

Tidewater's 2026 consolidated capital program prioritizes maintaining safe and reliable operations in addition to focusing on the long-term integrity and efficiency of the Corporation's asset base. Capital spending during the first quarter of 2026 was $3.1 million and primarily related to optimization work on the SAF project, variable frequency drive enhancements on the western pipeline, sulfur pit reactivation work at the Ram River Gas Plant, and various smaller maintenance and optimization projects at the Brazeau River Complex and Fractionation Facility ("BRC").

2026 GUIDANCE UPDATE

Tidewater has revised its 2026 adjusted EBITDA⁽¹⁾ guidance to reflect the improving market conditions for conventional and renewable refined products.

Tidewater's 2026 revised consolidated adjusted EBITDA⁽¹⁾ guidance is $190.0 million to $210.0 million, higher than the previously disclosed range of $150.0 million to $170.0 million. Tidewater's 2026 full-year consolidated capital program remains unchanged and is expected to range between $20.0 million and $25.0 million, consistent with previous guidance.

The commencement of the conflict in the Middle East on February 28, 2026, has resulted in significant pricing volatility and a notable improvement in refined product margins, primarily driven by the energy supply disruption resulting from the blockage of the Strait of Hormuz and a reduction in global refining capacity. In the current environment, realized and forward product pricing has outpaced increases in feedstock costs, leading to stronger margins than previously anticipated.

Tidewater Renewables has also revised its 2026 adjusted EBITDA guidance. In addition to benefitting from the improved pricing environment, the EPA finalized RVO is expected to increase the intrinsic value of D4 RINs and create broader market tightness. Given that a significant portion of Tidewater Renewables' offtake agreements utilize U.S. import benchmark pricing to reflect the economic substitution cost of a gallon of U.S. renewable diesel, this regulatory shift is expected to bolster the benchmarks Tidewater Renewables uses to price the majority of its physical sales in Canada. All other operational guidance metrics, including sales volume and 2026 capital expenditure targets, remain unchanged for Tidewater Renewables as it continues to prioritize debt reduction and operational optimization.

CREDIT FACILITY AMENDMENTS

On March 23, 2026, Tidewater Midstream made several amendments to its senior credit facility. The amendments extended the maturity dates of the syndicated and operating components of the facility from September 12, 2026 to August 30, 2027, and revised the Tidewater Midstream financial covenant requirements beginning March 31, 2026.

The covenant modifications are as follows:

DOWNSTREAM

Prince George Refinery 

During the first quarter of 2026, throughput at the PGR was 10,784 bbl/d, or 90% of design capacity, consistent with 10,809 bbl/d, or 90% of design capacity, during the fourth quarter of 2025 and higher than the first quarter of 2025 which had utilization of 9,936 bbl/d, or 83% of design capacity. Throughput levels have increased from the first quarter of 2025 as the comparative period was impacted by third party pipeline maintenance that decreased the volume of feedstock available to the PGR, and higher density feedstock that required operational and feedstock-composition adjustments prior to processing.

The Prince George crack spread averaged $102/bbl during the first quarter of 2026, a 9% increase from the fourth quarter of 2025 and a 23% increase from the first quarter of 2025. The energy supply disruption at the Strait of Hormuz and the reduction of global refining capacity has increased the market prices for diesel, gasoline, and crude oil since the end of February 2026, largely contributing to the increase in the Prince George crack spread from both the first and fourth quarters of 2025. The increase from the fourth quarter of 2025 was offset in part by higher crude-oil feedstock costs. The ongoing nature of the conflict has heightened commodity price volatility. In response, the Corporation has hedged approximately 50% of crack spread exposure between April and December 2026 to manage commodity price volatility.

Gasoline sales volumes in the first quarter of 2026 were lower than in the fourth quarter of 2025 as inventory was built during the current quarter in anticipation of the scheduled April facility outage for equipment cleaning and maintenance work. Gasoline sales volumes in the first quarter of 2026 were higher than in the first quarter of 2025 as Tidewater was ramping up direct product marketing activities during the comparative period following the expiry of the offtake agreement with Cenovus Energy Inc. in the fourth quarter of 2024.

Diesel sales volumes in the first quarter of 2026 were relatively consistent with the fourth quarter of 2025, but lower than in the first quarter of 2025 as inventory was built for the aforementioned scheduled April facility outage. In addition, higher inventory was available during the first quarter of 2025 which contributed to higher sales during the comparative period.

PGR Historical Performance

HDRD Complex

For the three months ended March 31, 2026, the HDRD Complex achieved an average utilization rate of 2,837 bbl/d, or 95% of design capacity. This compares to 2,239 bbl/d, or 75% of design capacity, during the same period in the prior year. The increase in utilization was primarily driven by the absence of weather-related rail logistics challenges and softer Canadian renewable diesel demand, that impacted the comparable period in 2025.

The facility's performance during the first quarter of 2026 was further highlighted by its successful full rate operation in winter mode, producing high-quality, low cloud point renewable diesel that meets rigorous Canadian cold-weather specifications. While this operating mode typically requires minor throughput adjustments during high severity winter operations, the facility demonstrated significant operational resilience by maintaining near-nameplate utilization rates throughout the season. Management believes that this ability to deliver specialized winter-spec fuel while maximizing throughput underscores the HDRD Complex's advanced design and Tidewater Renewables' ability to optimize operations across varying seasonal requirements.

MIDSTREAM

Midstream Gas Plant Volumes

Brazeau River Complex and Fractionation Facility

The BRC gas processing facility had throughput of 114 MMcf/d in the first quarter of 2026, 12 MMcf/d higher than 102 MMcf/d during the fourth quarter of 2025, and 20 MMcf/d higher than 94 MMcf/d during the first quarter of 2025. The increase in throughput from both the fourth and first quarters of 2025 was largely due to the long-term gas handling and NGL supply agreements announced in January 2026, offset in part by lower straddle volumes coming through the facility.

The BRC fractionation facility utilization averaged 90% in the first quarter of 2026, compared to 82% in the fourth quarter of 2025 and 82% in the first quarter of 2025. The increase in utilization from both the fourth and first quarters of 2025 was primarily due to higher producer inlet volumes at the BRC gas plant and higher trucked-in volumes. Utilization of the BRC fractionation facility may vary as it is dependent on a combination of natural gas processing rates and associated NGL recoveries, in addition to truck-in supply.

Ram River Gas Plant

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 producer gas flow to resume. Despite sulfur handling operations returning to service late in the first quarter of 2025, the gas plant remains offline. Management believes the commodity pricing outlook has improved significantly and intends to restart the facility when gas flow from producers restarts.

FIRST QUARTER 2026 EARNINGS CALL

In conjunction with the earnings release, the Corporation and Tidewater Renewables will hold a joint conference call to review both companies first quarter 2026 results on Thursday, May 7, 2026 at 10:00 am MDT (12:00 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/83EbjornZBK 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 across the North American gas processing, natural gas liquids ("NGL"), petroleum refining, and renewables markets. The Corporation's strategy is to profitably grow and create shareholder value by acquiring and building high quality, strategically located 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, storage, and various renewable initiatives. To complement its infrastructure asset base, the Corporation also markets crude oil, refined products, natural gas, NGLs and renewable products and services to customers across North America.

Tidewater's downstream assets supply refined products to a niche market and provide an asset base for renewables initiatives. The key downstream assets include the PGR, the sole light oil refinery within the interior British Columbia market and the HDRD Complex owned by Tidewater Renewables. The PGR refines crude oil feedstock into gasoline and diesel and is where the Corporation's co-processing activities take place. The HDRD Complex is also located in Prince George, adjacent to the PGR. 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".

Tidewater's key midstream assets include: the BRC, a full-service natural gas and NGL processing facility with natural gas storage pools, and the Ram River Gas Plant, a sour natural gas processing facility with sulfur handling solutions and rail connections.

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 ratios, capital management measures, and supplementary financial measures when assessing its results and measuring overall performance. The intent of non-GAAP measures and ratios is to provide additional useful information to investors and analysts. These non-GAAP financial measures and ratios do not have a standardized meaning 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 ratios 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 financial measures.

Non-GAAP Financial Measures

Consolidated and deconsolidated adjusted EBITDA

Consolidated adjusted EBITDA is calculated as net (loss) income before finance costs, taxes, depreciation, share-based compensation, unrealized gains and losses on derivative contracts, transaction costs, gains and losses on the sale of assets, and other items considered non-recurring in nature, plus the Corporation's proportionate share of EBITDA in its equity investments. Deconsolidated adjusted EBITDA is calculated as consolidated adjusted EBITDA less the portion of consolidated adjusted EBITDA attributable to Tidewater Renewables.

In accordance with IFRS, Tidewater's jointly controlled investments are accounted for using equity accounting. Under equity accounting, net earnings from investments in equity accounted investees are recognized in a single line item in the consolidated statement of net (loss) income and comprehensive (loss) income. The adjustments made to net (loss) income, as described above, are also made to share of profit from investments in equity accounted investees.

Consolidated adjusted EBITDA is used by management to set objectives, make operating and capital investment decisions, monitor debt covenants and assess performance. In addition to its use by management, Tidewater also believes consolidated adjusted EBITDA is a measure widely used by securities analysts, investors, lending institutions, and others to evaluate the financial performance of the Corporation and other companies in the midstream industry. From time to time, the Corporation issues guidance on this key measure. As a result, consolidated adjusted EBITDA is presented as a relevant measure in this news release and the MD&A to assist analysts and readers in assessing the performance of the Corporation as seen from management's perspective. In addition to reviewing consolidated adjusted EBITDA, management reviews deconsolidated adjusted EBITDA to highlight the Corporation's performance, excluding the portion of consolidated adjusted EBITDA attributable to Tidewater Renewables. Investors should be cautioned that consolidated adjusted EBITDA and deconsolidated adjusted EBITDA should not be construed as alternatives to net (loss) income, net cash provided by operating activities or other measures of financial results determined in accordance with GAAP as an indicator of the Corporation's performance and may not be comparable to companies with similar calculations.

The following table reconciles net loss, the nearest GAAP measure, to adjusted EBITDA:

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's ongoing operations are also excluded. Lease payments, interest and financing charges, and maintenance capital expenditures, including turnarounds, are deducted as they are ongoing recurring expenditures which are funded from operating cash flows.

Deconsolidated distributable cash flow is calculated by subtracting the portion of Tidewater Renewables' distributable cash flow that is attributed to shareholders of Tidewater from distributable cash flow attributable to shareholders.

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

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.

Capital Management Measures

Consolidated and deconsolidated net debt

Consolidated net debt is defined as bank debt, second lien debt, and convertible debentures, less cash and cash equivalents. 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 Corporation's MD&A.

The following table reconciles consolidated and deconsolidated net debt:

Supplementary Financial Measures 

"Growth capital" expenditures are generally defined as expenditures which are recoverable or incrementally increase cash flow or earnings potential of assets, expand the capacity of current operations or significantly extend the life of existing assets. This measure is used by the investment community to assess the extent of discretionary capital spending.

"Maintenance capital" expenditures are generally defined as expenditures which support and/or maintain the current capacity, cash flow or earnings potential of existing assets without the associated benefits characteristic of growth capital expenditures. These expenditures include major inspections and overhaul costs that are required on a periodic basis. This measure is used by the investment community to assess the extent of non-discretionary capital spending. Maintenance capital is included in the calculation of distributable cash flow.

Deconsolidated "net (loss) income attributable to shareholders" is comprised of net income or loss attributable to shareholders, as determined in accordance with IFRS, less the net income or loss of Tidewater Renewables attributed to the shareholders of Tidewater.

Deconsolidated "net (loss) income attributable to shareholders – per share" is calculated by dividing deconsolidated "net income or loss attributable to shareholders" by the basic weighted average number of Tidewater Midstream common shares outstanding for the period.

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

Operational Definitions

"bbl/d" means barrels per day;

"MMcf/d" means million cubic feet per day.

"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

"utilization" or "utilization rate" means the throughput of a facility or unit divided by its design capacity.

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:

• expected amount of natural gas to be processed under the long-term agreements at the BRC;
• expected timing of the finalization of the contribution agreement by Tidewater Renewables;
• forecasted production of Tidewater Renewables under offtake agreements;
• Tidewater's guidance for Adjusted EBITDA and capital expenditures;
• Tidewater Renewables' guidance for Adjusted EBITDA, sales volume and capital expenditures;
• expected cost improvements and feedstock procurement optimization from the western pipeline transaction;
• the development of the proposed SAF project, including the funding of optimization work and the expected timing of a final investment decision in relation thereto;
• the amount of annual consolidated adjusted EBITDA expected to be generated by the Corporation in 2026;
• the use of cash flow for debt reduction of Tidewater Renewables;
• expected timing of the finalization of the contribution agreement by Tidewater Renewables;
• requirements for the Corporation and Tidewater Renewables to maintain certain financial covenants, including upcoming changes to the Corporation's financial covenants;
• expectations for the Corporation's and Tidewater Renewables' capital program for 2026;
• the PGR maintenance schedule, including the next scheduled outages;
• facility utilization variation at the BRC;
• the percentage of forecasted diesel, gasoline and renewable diesel production subject to offtake agreements;
• the percentage of forecasted renewable diesel production expected to be sold inclusive of associated emission credits;
• the expected sale of volumes not sold under offtake agreements on the spot market;
• the amount of crack spread exposure hedged under derivative contracts and the expected effect of such hedging strategy;
• the amount of renewable diesel revenue and associated feedstock purchases hedged under derivative contracts and the expected effect of such hedging strategy;
• the Corporation's marketing efforts;
• variations in utilization of the BRC fractionation facility and the cause thereof;
• the resumption of operations at the Ram River Gas Plant; and
• the Corporation's business objective, strategy and operational objectives.

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:

• Tidewaters 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;
• the ability of the Corporation and Tidewater Renewables to refinance existing credit facilities when due and/or obtain additional financing on satisfactory terms;
• the continued support of governments of various levels for existing and proposed policy initiatives;
• the market for BC LCFS Credits, CFR Emission Credits, D4 RINs and California LCFS Credits;
• the effect of increasingly stringent CI reduction targets on obligated parties' operations and the emission credit market;
• general economic and industry trends;
• future commodity prices, including natural gas, crude oil, NGL and renewable energy prices;
• impacts of commodity prices and demand on the Corporation's working capital requirements; ‎
• 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;
• that distributable cash flow and net cash provided by operating activities are consistent with expectations;
• 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;
• the Corporation's future debt levels and the ability of the Corporation to repay its debt when due; and
• the other assumptions set forth in the Corporation's most recent AIF 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 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;
• the potential insufficiency of liquidity sources for Tidewater Renewables and the Corporation;
• activities of producers and customers and overall industry activity levels;
• failure to negotiate and conclude any required commercial agreements;
• the potential inability to refinance its existing debts;
• 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, 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, dispositions and capital projects.

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 annual information form 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 of 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 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 Data 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.

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