TWM Tidewater Midstream and Infrastructure Ltd

CALGARY, AB, March 10, 2022 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater Midstream" or the "Corporation") (TSX: TWM) is pleased to announce that it has filed its annual consolidated financial statements and Management's Discussion and Analysis ("MD&A") for the year ended December 31, 2021.

FOURTH-QUARTER 2021 HIGHLIGHTS

• 2021 was a year of solid execution for Tidewater Midstream. The Corporation delivered 2021 annual consolidated Adjusted EBITDA⁽¹⁾ of $210.4 million, a 17% increase from 2020 of $179.8 million. Net income attributable to shareholders also increased significantly in 2021 to $71.5 million from a net loss in 2020 of $33.8 million. With the Adjusted EBITDA increase and other actions, consolidated net debt was reduced by 21% during 2021 to $678.0 million at December 31, 2021, which is well within Tidewater Midstream's leverage target range of 3.0x to 3.5x. Concurrently with the leverage reduction, the Corporation also established funding for Tidewater Renewables Ltd.'s ("Tidewater Renewables") Hydrogen Derived Renewable Diesel ("HDRD") project that is scheduled to be operating in Q1 2023 via the completion of the Tidewater Renewables initial public offering (the "Offering") and the establishment/extension of new senior credit facilities for both Tidewater Midstream and Tidewater Renewables.
  
• The Corporation continues to deliver consecutive quarters of Adjusted EBITDA growth, with the fourth quarter of 2021 being its eleventh. Consolidated Adjusted EBITDA increased to $53.9 million in the fourth quarter of 2021 as compared to $48.8 million in the fourth quarter of 2020, resulting in approximately 10% consolidated Adjusted EBITDA growth over the same period in the prior year. Net loss attributable to shareholders was $2.9 million for the fourth quarter of 2021 as compared to net income attributable to shareholders of $7.1 million in the fourth quarter of 2020. The decrease is a result of unrealized losses on derivative contracts related to contracts maturing in the period.
  
• On June 30, 2021, the Corporation, together with its partner, TransAlta Corporation, successfully closed the sale of the Pioneer Pipeline to ATCO Gas and Pipelines Ltd. for net cash proceeds of approximately $135.0 million to Tidewater Midstream.
  
• During the year, the Corporation advanced its sustainability efforts and expanded into the renewable energy sector with the creation of Tidewater Renewables and commenced construction of its HDRD project, which upon completion is expected to be the first renewable diesel plant in Canada. Tidewater Renewables closed its Offering of an aggregate of 10.7 million common shares (the "TWR Common Shares"), including the partial exercise of the over-allotment option, at a price of $15.00 per TWR Common Share, for total gross proceeds of approximately $161 million. The TWR Common Shares held by Tidewater Midstream represents approximately 69% of the outstanding TWR Common Shares, with Tidewater Midstream retaining a majority equity stake in Tidewater Renewables.
  
• With the proceeds from the sale of the Pioneer Pipeline and the proceeds from the Offering, Tidewater Midstream was able to improve its financial flexibility by deleveraging over $200 million of consolidated net debt and achieved its leverage target of 3.0x to 3.5x consolidated net debt to annualized consolidated Adjusted EBITDA.
  
• Net cash provided by operating activities totaled $32.7 million for the fourth quarter of 2021, with distributable cash flow attributable to shareholders of $14.0 million equating to a payout ratio⁽¹⁾ of 24%.
  
• Tidewater Midstream has published its inaugural Environmental, Social and Governance ("ESG") report. This report details the Corporation's ESG journey, performance highlights, approach to sustainability, recent accomplishments, and other material items that will drive the success of Tidewater Midstream's long term ESG goals. This information is available at www.tidewatermidstream.com/sustainability.
  
• Tidewater Midstream is pleased to announce that Mr. Brian Newmarch, CFA will be appointed Chief Financial Officer ("CFO") of the Corporation and will be joining its senior management team. Mr. Newmarch brings over 20 years of energy industry experience in strategic planning, financial management, corporate development, sustainability and capital markets in the energy industry. Most recently, Mr. Newmarch was the Vice-President, Capital Markets and Stakeholder Engagement at Seven Generations Energy reporting to the CEO and during his time with the company managed a multi-disciplinary team of leaders responsible for treasury and finance, investor relations, risk management and fundamentals, sustainability, communications, and stakeholder relations functions. Mr. Joel Vorra, CA will support Mr. Newmarch in his transition into the CFO while Mr. Vorra continues in his role as President and CFO of Tidewater Renewables Ltd.

2022 OUTLOOK

Tidewater Midstream is pleased to deliver a record fourth quarter of consolidated Adjusted EBITDA generation as the PGR and Pipestone Gas Plant continue to run at or near design capacity. Continued consolidation and new investment in the energy sector, as well as a material recovery in commodity prices, have had an overall positive impact on producer balance sheets and Tidewater Midstream continues to work with its customers on ways to improve margins and related service offerings.

For 2022, Tidewater Midstream continues to observe strong industry fundamentals, with the overall improvement in commodity prices and new third-party infrastructure in western Canada. PGR crack spreads remain strong and refined product demand continues to increase as a result of multiple construction projects in British Columbia. The Corporation remains focused on improving its financial position including refinancing its second lien term loan and notes payable and enhancing go-forward liquidity. As part of this process, the Corporation is currently evaluating several refinancing options and expects to make a decision in the near-term. The Corporation's goals and initiatives remain centered on identifying opportunities to further optimize its existing assets and maximize free cash flow while increasing shareholder return over time. Tidewater Midstream plays a key role in Canada's energy transition and is well positioned to leverage its existing facilities to take advantage of opportunities including renewable fuels, existing carbon capture assets and energy transition infrastructure.

Selected financial and operating information is outlined below and should be read with Tidewater Midstream's consolidated financial statements and related MD&A as at and for the year ended December 31, 2021 which are available at www.sedar.com and on our website at www.tidewatermidstream.com.

Consolidated Financial Highlights

DECONSOLIDATED FINANCIAL HIGHLIGHTS

This press release presents the financial information of Tidewater Midstream on a consolidated basis unless otherwise noted. In addition to reviewing fully consolidated results, management reviews Adjusted EBITDA and net debt on a deconsolidated basis to highlight Tidewater Midstream's financial results, financial position, leverage, and debt covenants, excluding the impact of the Corporation's ownership in Tidewater Renewables. Tidewater Midstream's distributable cash flow excludes Tidewater Renewables' distributable cash flow to non-controlling interest shareholders. These metrics are not defined under IFRS and may not be comparable to those used by other entities. See the "Non-GAAP and Other Financial Measures" section of this press release and the Corporation's MD&A for further details.

CORPORATE UPDATE

Prince George Refinery

PGR is a 12,000 bbl/day light oil refinery that predominantly produces low sulphur diesel and gasoline to supply the greater Prince George region. PGR has significant onsite storage capacity of greater than 1.0 MMbbl and flexible logistics, with pipeline, rail and truck connectivity in place. The Prince George region is a net importer of refined products, and the refinery's location within the region makes it a critical piece of infrastructure with a significant logistical advantage to address demand in northern British Columbia.

PGR has significant advantages given its location as the Prince George market faces logistical and economic challenges given transport costs and the lack of offloading facilities in the area. Additionally, the refinery supplies the majority of the regional demand, which is comprised of major local industries such as forestry, mining, and oil and gas.

During the fourth quarter of 2021, total throughput was approximately 12,200 bbl/day, consistent with the previous quarter and the fourth quarter of 2020. In August 2021, Tidewater Renewables commissioned its canola co-processing project and began processing canola feedstock which yields both renewable gasoline and renewable diesel. 

Tidewater Midstream's daily throughput and refined product yields at PGR were as follows:

Tidewater Midstream's refining margins are largely driven by commodity prices, particularly the cost of crude feedstock and other raw materials, along with market prices for refined products. Prince George crack spreads remained strong averaging just over $60/bbl during the quarter, consistent with the previous three quarters of 2021. During the fourth quarter, the Corporation realized decreased diesel and gasoline demand as compared to the previous quarter due to the normal seasonal demand fluctuations with the end of driving season and reduced industrial activity at the end of December due to the holiday slow down. Additionally, the flooding in British Columbia created temporary logistical constraints for refined product customers due to rail and highway washouts. Demand for both gasoline and diesel increased in the fourth quarter of 2021 as compared to the same quarter in 2020. The strong Prince George crack spread continues to demonstrate the strength of the regional refining market.

Tidewater Midstream continues to pursue numerous low capital and high rate of return debottleneck and optimization opportunities within its downstream business unit.

Pipestone Gas Plant

The Pipestone Gas Plant has a licensed capacity of approximately 110 MMcf/day of sour natural gas. The Pipestone Gas Plant has two acid gas injection wells, a saltwater disposal well, and sales gas pipelines directly connected to the Pipestone Gas Storage Facility, as well as the Alliance and NGTL pipeline systems. The facility is also pipeline connected to Pembina's liquid gathering systems for the C2+ and C5+ liquid streams.

The Pipestone Gas Plant processed its highest average volume of 99 MMcf/day in the fourth quarter of 2021, a 38% increase from the fourth quarter of 2020 and an increase of 3% from the third quarter of 2021. Facility availability for the fourth quarter of 2021 averaged 96%, an increase of 25% from the fourth quarter of 2020. The Montney area continues to remain very active, and the plant remains fully contracted with over 85% committed capacity on take-or-pay arrangements.

Brazeau River Complex and Fractionation Facility

The BRC is a core asset for Tidewater Midstream, offering a full suite of services to producers, including C2, C3, C4 and C5 pipeline connections, NGL fractionation capacity, sweet and sour deep-cut gas processing capability, truck loading and offloading facilities, natural gas storage facilities, and two natural gas egress solutions including the NGTL system and gas storage. 

The Brazeau River fractionation facility performed well during the fourth quarter of 2021. Tidewater Midstream was able to maintain stable operations while providing egress optionality to third party producers who were constrained by third party force majeures at the beginning of the quarter. The fractionation facility utilization averaged 92%, an increase of 850 barrels per day relative to the third quarter. The fractionation facility continues to serve as a key asset for Tidewater Midstream's NGL marketing business.

Throughput at the BRC gas processing facility for the fourth quarter of 2021 decreased by 5% compared to the third quarter of 2021 due to producer equipment maintenance and outages during the quarter. Tidewater Midstream continues to look for opportunities to increase third-party plant throughput by working diligently with producers to improve netbacks by increasing the utilization of the BRC's facilities.

Natural Gas Storage

Tidewater Midstream operates three natural gas storage reservoirs: Dimsdale Paddy A (Pipestone Gas Storage Facility), Brazeau Nisku F, and Brazeau Nisku A. The Pipestone Gas Storage Facility and Brazeau Nisku A are owned through joint ventures with a private Canadian entity and are accounted for as equity investments.

The fourth quarter was notable in terms of both the outright AECO natural gas price as well as pricing volatility, with cash prices ranging from $3.39 CAD/GJ to $6.21 CAD/GJ due to high gas prices in pipeline connected markets, maintenance on the NGTL system and cold weather in December. Operationally, all storage facilities performed well through the quarter and successfully met all delivery obligations, even during the cold December weather. The Pipestone Gas Storage facility's deliverability rates held steady over the quarter as the facility was optimized for current reservoir pressures. Similarly, the deliverability at the Brazeau Nisku A and Brazeau Nisku F storage pools matched expectations throughout the quarter, helping meet gas-fired power demand via the Pioneer Pipeline and driving both storage and liquids extraction value. Despite the operational success, the current backwardation forward curve has created a shift in the macro environment including having withdrawals during the summer (which typically is injection season), which causes overall lower earnings for gas storage.  

The Pipestone Gas Storage Facility is largely contracted with take-or-pay contracts spanning through 2029 with multiple investment grade counterparties. The facility represents a significant contribution to Tidewater Midstream's fee-for-service gas storage business and offers producers at the Pipestone Gas Plant significant optionality via three egress solutions including connections to the TC Energy and Alliance systems and gas storage.

CAPITAL PROGRAM

Tidewater Midstream's 2021 capital program focused on small-scale optimization projects along with its renewable initiatives. Tidewater Midstream continues to evaluate and execute smaller capital projects in the $5 million to $25 million capital cost range with strong short-term returns on investment.

During the fourth quarter of 2021 Tidewater Renewables has made considerable progress on its 3,000 bbl/day HDRD project. The HDRD project has a pre-treatment unit that allows flexibility to use low cost feedstocks such as tallow and used cooking oil. To complement this project, Tidewater Renewables completed a small acquisition of a used cooking oil business in the fourth quarter of 2021.

FOURTH QUARTER 2021 EARNINGS CALL  

In conjunction with the earnings release, investors will have the opportunity to listen to Tidewater senior management review its fourth quarter 2021 results via conference call on Thursday, March 10, 2022 at 11:00 am MDT (1:00 pm EDT).

To access the conference call by telephone, dial 416-764-8659 (local / international participant dial in) or 1-888-664-6392 (North American toll free participant dial in). A question and answer session for analysts will follow management's presentation.

A live audio webcast of the conference call will be available by following this link: https://produceredition.webcasts.com/starthere.jsp?ei=1527014&tp_key=053ff39f4c 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 be joined into the Tidewater Midstream and Infrastructure Ltd. earnings call.

ABOUT TIDEWATER MIDSTREAM

Tidewater Midstream is traded on the TSX under the symbol "TWM". Tidewater Midstream's business objective is to build a diversified midstream and infrastructure company in the North American natural gas, natural gas liquids, crude oil, refined product and renewable space. Its strategy is to profitably grow and create shareholder value through the acquisition and development of oil and gas infrastructure. Tidewater Midstream plans to achieve its business objective by providing customers with a full service, vertically integrated value chain, including gas plants, pipelines, railcars, trucks, export terminals, storage, downstream facilities and various renewable initiatives.

Tidewater Midstream is a majority shareholder in Tidewater Renewables Ltd. ("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".

NON-GAAP AND OTHER FINANCIAL MEASURES

Throughout this press release and in other materials disclosed by the Corporation, Tidewater Midstream uses a number of 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. Certain of these financial measures 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. For more information with respect to financial measures which have not been defined by GAAP, including reconciliations to the closest comparable GAAP measure, see the "Non-GAAP and Other Financial Measures" section of Tidewater Midstream's most recent MD&A which is available on SEDAR.

Non-GAAP Financial Measures

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

Consolidated and Deconsolidated Adjusted EBITDA

Consolidated Adjusted EBITDA is calculated as income (or loss) before finance costs, taxes, depreciation, share-based compensation, unrealized gains/losses on derivative contracts, non-cash items, transaction costs, lease payments under IFRS 16 Leases and other items considered non-recurring in nature plus the Corporation's proportionate share of EBITDA in their 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 Midstream'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 income (loss) and comprehensive income (loss). The adjustments made to net income (loss), as described above, are also made to share of profit from investments in equity accounted investees.

The following table reconciles net income (loss), the nearest GAAP measure, to consolidated Adjusted EBITDA and deconsolidated Adjusted EBITDA:

Distributable cash flow attributable to shareholders (excluding distributable cash flow to non-controlling interest shareholders associated with Tidewater Renewables)

Distributable cash flow is calculated as net cash provided by operating activities before changes in non-cash working capital plus cash distributions from investments, 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. Deducted from distributable cash flow are maintenance capital expenditures, including turnarounds, 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. It also excludes non-recurring transactions that do not reflect Tidewater Midstream's ongoing operations. Distributable cash flow attributable to shareholders also deducts distributable cash flow to non-controlling interest shareholders associated with Tidewater Renewables.

The following table reconciles net cash provided by operating activities, the nearest GAAP measure, to distributable cash flow attributable to shareholders:

Non-GAAP Financial Ratios

Payout Ratio

Distributable cash flow per common share

Capital Management Measures

Consolidated and Deconsolidated Net Debt

Consolidated net debt is defined as bank debt, notes payable and convertible debentures, less cash. In addition to reviewing consolidated net debt, management reviews deconsolidated net debt to highlight the Corporation's financial flexibility, balance sheet strength and leverage. Deconsolidated net debt is calculated as consolidated net debt less the portion attributable to Tidewater Renewables.

The following table reconciles consolidated and deconsolidated net debt:

Advisory Regarding Forward-Looking Statements

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 Midstream 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:

• the Corporation's renewable initiatives, including plans related to same, timing and financing;
• expected financial benefits accruing to Tidewater Midstream as a result of Tidewater Renewables' successful execution of its business plan;
• continued volatility of financial markets and commodity prices;
• guidance with respect to forecasted consolidated Adjusted EBITDA;
• continued consistent performance of the Corporation's facilities;
• the pace of reintegration of the Corporation's workforce to its business offices;
• forecasted payout ratio and the projected use of Distributable Cash Flow to reduce leverage;
• the Corporation's ability to benefit from the combination of growth opportunities and the ability to grow through capital projects;
• the long-term impact of COVID-19 on the Corporation's business, financial position, results of ‎operations and/or cash flows;‎
• supply and demand for services;
• budgets, including future capital, operating or other expenditures and projected costs;
• estimated throughputs;
• the Corporation's continuing evaluation of opportunities to develop future low-carbon fuel and renewable energy projects at the PGR and expansion and optimization opportunities at the PGR;
• expectations regarding Tidewater Renewable's operations and financial results from operations;
• timing, impact and capital requirements of the Corporation's projects;
• the successful integration of acquisitions and projects into the Corporation's existing business;
• projections with respect to the returns on proposed small capital projects;
• the Corporation's focus on generating cash flow, increasing liquidity and reducing leverage;
• forecasts with respect to future environmental and climate change compliance obligation costs and the success of same;
• Tidewater Midstream's expectations to pay dividends from distributable cash flow; expectations relating to the refinancing of Tidewater Midstream's second lien term loan and notes payable;
• expectations that the HDRD project will be in service in the first quarter of 2023;
• the success of the Corporation's ESG goals, as are outlined in its ESG report;
• expectations that the Corporation's ESG profile will benefit from the majority ownership of the creation of Tidewater Renewables; and
• expectations that net cash provided by operating activities, cash flow generated from growth projects and cash available from Tidewater Midstream's Senior Credit Facility and other sources of financing will be sufficient to meet its obligations and financial commitments and will provide sufficient funding for anticipated capital expenditures.

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 assumptions regarding, but not limited to:

• Tidewater Midstream's ability to execute on its business plan and strategy, and the success of same;
• Tidewater Renewables' ability to execute on its business plan and strategy, and the success of same;
• the timely receipt of all governmental and regulatory approvals sought by the Corporation;
• general economic and industry trends, including the duration and effect of the COVID-19 pandemic;
• that any third-party projects relating to the Corporation's divestitures will be sanctioned and completed as expected;
• future natural gas, crude oil, NGL and renewable energy prices;
• continuing government support for existing policy initiatives and expectations regarding future regulations and policy;
• processing and marketing margins;
• future capital expenditures to be made by the Corporation;
• foreign currency, exchange and interest rates;
• that there are no unforeseen events preventing the performance of contracts;
• the amount of future liabilities relating to lawsuits and environmental incidents and the availability of coverage under the Corporation's insurance policies;
• that there are no unforeseen material changes related to the Corporation's planned divestitures and that counterparties will comply with contracts in a timely manner;
• Cenovus volume demands from the PGR are consistent with forecasts;
• that formal agreements with counterparties will be executed in circumstances where letters of intent or similar agreements have been executed and announced by Tidewater Midstream and that such transactions will close as expected;
• the amount of future liabilities relating to lawsuits and environmental incidents;
• oil and gas industry expectation and development activity levels 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;
• assumptions regarding the amount of operating costs to be incurred;
• that there are no unforeseen material costs relating to the facilities which are not recoverable from customers;
• distributable cash flow and net cash provided by operating activities are consistent with expectations;
• the ability to obtain additional financing or re-financing on satisfactory terms;
• the availability of capital to fund future capital requirements relating to existing assets and projects;
• forecasts with respect to future environmental and climate change compliance obligation costs, and the success of same;
• the ability of Tidewater Midstream to successfully market its products;
• the Corporation's future debt levels and the ability of the Corporation to repay or re-finance its debt when due; and
• assumptions relating to Tidewater Renewables' business and operations that are similar to each of the above-stated assumptions, and as further disclosed in Tidewater Renewables' filings on www.sedar.com.

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 products;
• general economic, political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, stock market volatility and supply/demand trends;
• activities of producers and customers and overall industry activity levels;
• failure to negotiate and conclude any required commercial agreements;
• non-performance of agreements in accordance with their terms;
• failure to execute formal agreements with counterparties in circumstances where letters of intent or similar agreements have been executed and announced by Tidewater Midstream;
• failure to close transactions as contemplated and in accordance with negotiated terms;
• risks of health epidemics, pandemics, public health emergencies, quarantines, and similar outbreaks, including COVID-19, which may have sustained material adverse effects on the Corporation's business financial position results of operations and/or cash flows;
• the regulatory environment and decisions, and First Nations and landowner consultation requirements;
• climate change initiatives or policies, or increased or unexpected environmental regulation;
• that receipt of third party, regulatory, environmental and governmental approvals and consents relating to Tidewater Midstream'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 government 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;
• 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;
• a revision to or a withdrawal of the Corporation's credit rating;
• 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;
• risks and liabilities resulting from derailments;
• effects of weather conditions;
• 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;
• failure to realize the anticipated benefits of recently completed acquisitions; and
• risks and uncertainties associated with Tidewater Renewables' business and operations that are similar to each of the above-stated assumptions, and as further disclosed in Tidewater Renewables' filings on www.sedar.com.

The foregoing lists are not exhaustive. Additional information on these and other factors which could affect the Corporation's operations or financial results are included in the Corporation's most recent AIF and in other documents on file with the Canadian Securities regulatory authorities.

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 so, 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 press release. Tidewater Midstream does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable securities law. All forward-looking statements contained in this 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 filings made by the Corporation with Canadian provincial securities commissions available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.

SOURCE Tidewater Midstream and Infrastructure Ltd.