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, Sept. 16, 2022 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Company") (TSX: TWM) announces the exercise and successful closing of the over-allotment option (the "Over-Allotment Option") of its recently completed non-brokered private placement offering of Units (as defined below). Pursuant to the Over-Allotment Option, Birch Hill Private Equity Partners Management Inc. and certain affiliated entities controlled by ‎Birch Hill (collectively, "Birch Hill")‎, a fund managed and advised by Kicking Horse Capital Inc. and officers of the Company have subscribed for an additional 3,020,833 Units at a price of $1.20 per Unit (the "Offering Price") for aggregate gross proceeds of $3,624,999.60 (the "Over-Allotment Offering").

The Over-Allotment Option was granted to the original subscribers under the non-brokered private placement offering that closed on August 16, 2022 in connection with the Company's repayment of its $125 million senior unsecured notes due December 19, 2022 and $20 million second lien term loan.

Each Unit is 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 entitles ‎the holder to acquire one Common Share from the Company at a price of $1.44 per Common Share ‎until August 16, 2024.‎

The involvement of management and Birch Hill in the Over-Allotment Offering are "related party transactions" ‎within the meaning of MI 61-101 and the Company is relying on the exemptions in sections 5.5(a) and 5.7(a) [Fair ‎Market Value Not More Than 25% of Market Capitalization] of MI 61-101 in connection with such transactions, as the ‎aggregate fair market value of such transactions does not exceed 25% of the Company's current market capitalization, as determined in accordance with MI 61-101‎.‎ Readers are directed to the Material Change Report filed on SEDAR on August 8, 2022 for further information relating to the "related party transactions" involving Birch Hill and management. Readers are also directed to the Early Warning Report filed on SEDAR by Birch Hill on August 2, 2022 for more information regarding the Birch Hill holdings.

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.

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.

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"    

Throughout this press release and in other materials disclosed by the Company, Tidewater 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 Measures" section of Tidewater's most recent MD&A which is available on SEDAR.

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", "focus", "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", "strategy" 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.

Although the forward-looking statements 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. Any forward-looking information contained in this press release represents expectations as of the date of this press release and are subject to change after such date. However, the Company is under no obligation (and the Company expressly disclaims any such obligation) to update or alter any statements containing forward-looking information, the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.  All the forward-looking information in this press release is qualified by the cautionary statements herein.

Forward-looking information is provided herein for the purpose of giving information about the Over-Allotment Offering referred to above. Readers are cautioned that such information may not be appropriate for other purposes. Further information about factors affecting forward-looking statements 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.

SOURCE Tidewater Midstream and Infrastructure Ltd.