TWM Tidewater Midstream and Infrastructure Ltd

/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES/

CALGARY, AB, Aug. 3, 2022 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Company") (TSX: TWM) announces that its syndicate of underwriters (the "Underwriters") led by CIBC Capital Markets, National Bank Financial, RBC Capital Markets and ATB Capital Markets Inc. have fully exercised their over-allotment option (the "Over-Allotment Option") to acquire an additional 6,312,000 units ("Units") at a price of $1.20 per Unit for additional gross proceeds of $7,574,400.

The Over-Allotment Option was granted to the Underwriters in connection with Tidewater's previously announced bought deal financing, which included a public offering of 42,080,000 Units at a price of $1.20 per Unit (the "Offering"). Under the terms of the Offering, the Underwriters were granted the Over-Allotment Option, which was exercisable in whole or in part for a period of 30 days following the closing date of the Offering, to purchase up to an additional 6,312,000 Units at a price of $1.20 per Unit for market stabilization purposes and to cover over-allotments.

The exercise of the Over-Allotment Option brings the total number of Units issued pursuant to the Offering to 48,392,000 and aggregate gross proceeds to the Company of $58,070,400.

Additionally, subscribers of the previously announced private placement have the ability to participate in an over allotment option ("Private Over-Allotment Option") for up to 30 days following transaction closing. The Private Over-Allotment Option allows private placement subscribers to purchase up to an additional 4,312,500 units for potential gross proceeds of $5,175,000.

Each Unit will be comprised of one common share of the Company (each a "Common Share") and one-half of one common share purchase warrant (each full warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share from the Company at a price of $1.44 per Common Share for a period of 24 months following the closing of the Offering.

Second Lien Facility Cancelled
As a result of the exercise of the Underwriters' Over-Allotment Option and the increase in proceeds, the Company expects to cancel the previously proposed second lien facility concurrent to the Offering's close. Proceeds from the Offering, the private placement and its other borrowing facilities, will be used to repay Tidewater's existing senior unsecured notes due December 19, 2022 and second lien term loan due October 31, 2022.

The Offering and the Over-Allotment Option is expected to close on or about August 16, 2022 and the closing of each of the Public Offering and Private Placement will be subject to, among other things, customary conditions, the concurrent closing of the other and the Company entering into the expanded senior credit facility. The Offering is subject to the approval of the Toronto Stock Exchange ("TSX").

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

ABOUT TIDEWATER
Tidewater is traded on the TSX under the symbol "TWM". Tidewater's business objective is to build a diversified midstream and infrastructure company in the North American natural gas, natural gas liquids, crude oil, refined product, and renewable energy value chain. Its strategy is to profitably grow and create shareholder value through the acquisition and development of conventional and renewable energy infrastructure. To achieve its business objective, Tidewater is focused on providing customers with a full service, vertically integrated value chain through the acquisition and development of energy infrastructure, including downstream facilities, natural gas processing facilities, natural gas liquids infrastructure, pipelines, railcars, export terminals, storage, and various renewable initiatives. To complement its infrastructure asset base, the Company also markets crude, refined product, natural gas, NGLs and renewable products and services to customers across North America.

Tidewater is a majority shareholder in Tidewater Renewables, a multi-faceted, energy transition company focusing on the production of low carbon fuels. Tidewater Renewables' common shares are publicly traded on the TSX under the symbol "LCFS".

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 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 Company 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 use of the proceeds from the Offering; and
• the expected closing of the Offering and the other financing transactions described herein.

Any financial outlook or future oriented financial information (in each case "FOFI") contained in this news release regarding prospective financial position, including, but not limited to: the Company's expectations for its net income estimates, its Consolidated Adjusted EBITDA, Tidewater Renewables' net income and Adjusted EBITDA, are based on reasonable assumptions about future events, including those described below, and based on an assessment by management of the relevant information that is currently available. The actual results will likely vary from the amounts set forth herein and such variations may be material.

Any financial outlook or future oriented financial information (in each case "FOFI") contained in this news release regarding prospective financial position, including, but not limited to: the Company's expectations for its net income estimates, its Consolidated Adjusted EBITDA, Tidewater Renewables' net income and Adjusted EBITDA, are based on reasonable assumptions about future events, including those described below, and based on an assessment by management of the relevant information that is currently available. The actual results will likely vary from the amounts set forth herein and such variations may be material.

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

• the Company's ability to satisfy the conditions to completion of the transactions described herein;
• Tidewater's ability to execute on its business plan;
• general economic and industry trends including the duration and effect of the COVID-19 pandemic;
• liabilities inherent in operations in the energy industry;
• impacts of commodity prices and demand on the Company's working capital requirements; continuing government support for existing policy initiatives;
• the Company's ability to obtain and retain qualified staff and equipment in a timely and cost effective manner;
• the ability to obtain additional financing on satisfactory terms;
• foreign currency, exchange and interest rates, and expectations relating to inflation;
• the Company's future debt levels and the ability of the Company to repay its debt when due;
• that PGR crack spreads remain strong and refined product demand continues to increase;
• future commodity prices, including natural gas, crude oil, NGL and renewable energy prices;
• processing and marketing margins;
• that there are no unforeseen events preventing the performance of contracts;
• Cenovus volume demands from the PGR are consistent with forecasts;
• assumptions regarding 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 of Tidewater to successfully market its products; and
• credit rating changes.

The Company's actual results could differ materially from those anticipated in the forward-looking statements and FOFI, 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, supply/demand trends and inflationary pressures;
• risks of health epidemics, pandemics, public health emergencies, quarantines, and similar outbreaks, including COVID-19, which may have sustained material adverse effects on the Company's business financial position results of operations and/or cash flows;
• competition for business capital;
• changes in the creditworthiness of counterparties;
• changes in the credit rating of the Company, and the impacts of this on the Company's access to private and public credit markets in the future and increase the costs of borrowing;
• adverse claims made in respect of the Company's properties or assets;
• risks and liabilities associated with the transportation of dangerous goods and derailments;
• 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 Company is reliant;
• 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;
• failure to close transactions as contemplated and in accordance with negotiated terms;
• that the resolution of any particular legal proceedings could have an adverse effect on the Company's operating results or financial performance;
• operational matters, including potential hazards inherent in the Company'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;
• effects of weather conditions;
• 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 Company in excess of the Company's insurance coverage, if any;
• actions by joint venture partners or other partners which hold interests in certain of the Company's assets;
• reliance on key relationships and agreements;
• 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 Company is reliant;
• technical and processing problems, including the availability of equipment and access to properties; and
• changes in gas composition.

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

Management of the Company has included the above summary of assumptions and risks related to forward-looking statements and FOFI provided in this press release in order to provide holders of common shares in the capital of the Company with a more complete perspective on the Company's current and future operations and such information may not be appropriate for other purposes. The Company's actual results or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and FOFI and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any off them do so, what benefits the Company 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 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 FOFI and management's assumptions and analysis thereof is available in filings made by the Company with Canadian provincial securities commissions available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.

PRELIMINARY FINANCIAL INFORMATION

The Company's expectations for its net income estimates, its Consolidated Adjusted EBITDA, Tidewater Renewables' net income and Adjusted EBITDA (see "Non-GAAP Measures") are based on, among other things, the Company's and Tidewater Renewables' anticipated financial results for the three and six month period ended June 30, 2022. The Company's and Tidewater Renewables' anticipated financial results are unaudited and preliminary estimates that: (i) represent the most current information available to management as of the date of hereof; (ii) are subject to completion of interim review procedures that could result in significant changes to the estimated amounts; and (iii) do not present all information necessary for an understanding of the Company's or Tidewater Renewables' financial condition as of, and the Company's or Tidewater Renewables' results of operations for, such periods. The anticipated financial results are subject to the same limitations and risks as discussed under "Forward Looking Statements" above. Accordingly, the Company's and Tidewater Renewables' anticipated financial results for such periods may change upon the completion and approval of the financial statements for such periods and the changes could be material.

SOURCE Tidewater Midstream and Infrastructure Ltd.