Tidewater Midstream and Tidewater Renewables to combine

On November 2, 2026, Tidewater Midstream and Infrastructure Ltd. ("Tidewater Midstream") and Tidewater Renewables Ltd. ("Tidewater Renewables") announced that they entered into a definitive arrangement agreement, dated November 1, 2026, pursuant to which Tidewater Midstream will acquire all of the outstanding common shares of Tidewater Renewables it does not already own.

The transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Alberta). Under the terms of the arrangement agreement, on closing, each common share of Tidewater Renewables (other than those already owned by Tidewater Midstream) will be exchanged for 0.88 of a common share of Tidewater Midstream. Based on the closing price of Tidewater Midstream shares on the TSX on October 30, 2026, the exchange ratio implies a value of C$20.58 per share of Tidewater Renewables and total consideration of approximately C$261 million. Tidewater Midstream currently owns 23.9 million shares of Tidewater Renewables, representing approximately 65% of the outstanding shares. As a result of the transaction, Tidewater Midstream expects to issue an estimated 11.1 million shares, representing approximately 33% of the total number of its outstanding shares after giving effect to the transaction on basic shares outstanding.

The transaction is expected to close on or about December 18, 2026, subject to:

• approval by (i) at least 66 ⅔% of the votes cast by Tidewater Renewables shareholders and (ii) a simple majority of the votes cast by Tidewater Renewables shareholders, excluding votes required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") in the context of a "business combination", at a special meeting of shareholders expected to be held on December 14, 2026;
• approval by (i) a simple majority of the votes cast by Tidewater Midstream shareholders and (ii) a simple majority of the votes cast by Tidewater Midstream shareholders, excluding votes required to be excluded under MI 61-101 in the context of a "related party transaction", at a special meeting of Tidewater Midstream shareholders, also expected to be held on December 14, 2026;
• approval of the Court of King's Bench of Alberta;
• the conditional approval of the TSX for the listing of the shares of Tidewater Midstream to be issued pursuant to the transaction; and
• other customary closing conditions.

Following closing, the combined company will operate as Tidewater Midstream and Infrastructure Ltd. and remain listed on the TSX under the symbol "TWM".

Further information can be found on Canada Newswire’s website.

Tidewater Renewables is an energy transition company, focused on the production of low carbon fuels, primarily renewable diesel. It was created in response to the growing demand for renewable fuels in North America and to capitalize on its potential to efficiently turn a wide variety of renewable feedstocks (such as canola oil, tallow, used cooking oil, distillers corn oil, soybean oil, and other biomasses) into low carbon fuels.

Tidewater Midstream is a diversified energy infrastructure company with an integrated value chain across the North American gas processing, natural gas liquids ("NGL"), petroleum refining, and renewable fuels markets. It focuses 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, NGL infrastructure, pipelines, storage, and various renewable initiatives.