Good morning, ladies and gentlemen, and welcome to the Tidewater Midstream and Tidewater Renewables conference call. At this time, all lines are in a listen-only mode. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Monday, November 2nd, 2026. I would now like to turn the conference over to Ian Quartly. Please go ahead. Good morning, and thank you for joining us. This morning, Tidewater Midstream and Infrastructure Ltd. and Tidewater Renewables Ltd. announced a proposed combination that would bring the two companies together under a single publicly traded corporate structure. The transaction will simplify the organization under a unified governance structure, improve financial flexibility, increase scale and liquidity, and create a stronger platform for long-term shareholder value. I invite everyone on today's call to view the supporting investor presentation and press release posted on the Tidewater Midstream and Tidewater Renewables websites. A replay of the call will be available later today. All of the information provided during this conference call is subject to the applicable qualifications and disclosures set out on slides eight, nine, and 10 of the investor presentation. All dollar amounts referenced during the call are in Canadian currency. The non-IFRS terminology used in this presentation, such as adjusted EBITDA, is reconciled in our MD&A for your reference. There will be no Q&A at the end of the call since management is in a blackout in advance of the Q3 results that are scheduled to be released next Thursday, November 12th. I will now turn the call over to Jeremy Baines, CEO of Tidewater Midstream and Infrastructure, to discuss the transaction in more detail. Thanks, Ian. We are excited to announce this transformative transaction, which we believe will enhance value for all shareholders and position the combined entity to take advantage of today's robust growth environment under an aligned approach, drawing on the strategic and financial synergies each entity provides. The proposed combination is compelling for five principal reasons. First, it simplifies the corporate structure. The two businesses are already closely connected operationally, particularly through the Prince George Refinery and the adjacent renewable diesel complex. Combining the companies will create one board, one management structure, and one clear corporate strategy with an aligned governance structure. Second, it should improve the company's capital markets profile. A larger company with a greater public float and a simplified investment proposition should support improved trading liquidity, broader institutional interest, and enhanced access to capital. Third, the transaction should strengthen the financial profile of the combined business. A unified financing strategy and a single capital allocation framework will provide greater flexibility for the combined company to fund growth and quickly respond to market opportunities. Fourth, the combination creates opportunities for cost savings, operating efficiencies, and potential tax synergies. These include eliminating duplicate public company costs and reducing administrative complexity by winding down the existing intercompany shared services structure. Finally, the combination creates a broader and more diversified asset base that is well-positioned to capture upside from the current market environment and supportive policy tailwinds going forward. Shareholders will benefit from Tidewater Midstream's gas processing, NGL, and refining infrastructure, together with Tidewater Renewables' low-carbon fuels platform. Under the proposed arrangement, Tidewater Midstream will acquire all of the Tidewater Renewables shares it does not already own through an all-share transaction. Tidewater Renewables shareholders would receive 0.88 of a Tidewater Midstream share for each Tidewater Renewables share. The consideration exceeds the exchange ratio implied by the top- end of the fair market value of the Tidewater Renewables shares and the Tidewater Midstream shares as determined by KPMG in its independent valuation. Existing Tidewater Midstream shareholders and former Tidewater Renewables minority shareholders are expected to own approximately 67% and 33% of the combined company respectively on a basic basis, and approximately 69% and 31% on a fully diluted basis. The transaction has been unanimously recommended by the special committees of independent directors of Tidewater Midstream and Tidewater Renewables and approved by the non-conflicted directors of each company. The transaction remains subject to the required shareholder, court, and TSX approvals, including minority shareholder approval at both Tidewater Midstream and Tidewater Renewables. Shareholders representing approximately 38% of the Tidewater Renewables shares eligible to vote as part of the required minority approval and approximately 41% of the outstanding Tidewater Midstream shares have entered into voting and support agreements in favor of the transaction. We expect the transaction to close on or about December 18th, 2026, subject to the satisfaction or waiver of the applicable closing conditions. The combined company will operate under a single governance and financing structure. Following closing, the existing Tidewater Midstream management team, including Ian and myself, will continue to lead the combined company. Our team will continue to provide our customers with reliable and valued energy products and services while focusing on operating in a safe, responsible, and efficient manner. The aligned governance of a single board of directors and management team will drive efficiencies in decision-making and reduce overhead, including duplicate public company costs. The proposed structure is also expected to provide greater control over consolidated cash flow and capital allocation. This supports our objective to improve balance sheet flexibility while maintaining disciplined leverage. The company's targeted long-term run rate net debt- to-a djusted EBITDA range remains approximately 1.5x to 2.5 x. Last but not least, we are excited about the combination of the complementary clean and conventional fuels businesses that are centered around the Prince George Refinery and the HDRD complex, in addition to highly strategic midstream assets that we expect to continue to benefit from regional and continental tailwinds across the natural gas and NGL sectors. The proposed arrangement is intended to deliver benefits to both shareholder groups. Tidewater Midstream shareholders will benefit from full ownership of the Tidewater Renewables fuels platform, together with the anticipated benefits of operating efficiencies, potential tax synergies, and a broader asset base. Tidewater Renewables shareholders will receive shares in a larger, more diversified company while retaining exposure to the renewable fuels business and participating in the future growth of the combined platform. For both shareholder groups, the key benefits of the transaction, to reiterate, include a simplified corporate structure and unified governance, greater scale and diversification, improved access to capital markets, enhanced trading liquidity, a more flexible balance sheet and capital allocation framework, potential savings from eliminating duplicate public company costs, continued participation in future growth opportunities. The next steps and path to closing the transaction are expected to include obtaining the interim order from the Alberta Court of King's Bench, mailing the management information circulars to Tidewater Midstream and Tidewater Renewables shareholders on or about November 20th, 2026, holding the respective shareholder meetings on December 14th, 2026, including obtaining the required minority shareholder approvals at both companies, obtaining the final court order and other required approvals, completing the transaction on or about December 18th, 2026, subject to satisfaction or waiver of the applicable closing conditions. We will continue to keep shareholders and the investment community informed as the process progresses. Following completion of the transaction, the combined company's management will have four central priorities, each focused on disciplined execution. The first priority will be to maintain balance sheet flexibility. Near-term free cash flow will continue to be directed to debt paydown as we look to optimize our long-term capital structure while maximizing optionality. In connection with the transaction, we have received fully underwritten commitments from National Bank of Canada Capital Markets, and ATB Financial for secured credit facilities to refinance existing debt and for general corporate purposes, subject to closing of the transaction. The second priority will be growth and margin expansion. We see opportunities to increase utilization of existing assets, expand services across the gas processing, sulphur handling, and downstream businesses, and pursue selective brownfield tuck-in and greenfield investments that meet strict return thresholds. The third priority will be portfolio optimization. We will continue to assess asset performance, strategic fit, and long-term free cash flow generation, including opportunities to redeploy capital from lower-return assets into higher-value opportunities. And the fourth priority will be risk management. We will continue to focus on operating assets reliably and cost-effectively while being disciplined in all our capital allocations. We will continue to monitor market fundamentals and opportunistically employ a disciplined hedging strategy to mitigate commodity price and margin volatility while improving cash flow visibility. The combination will give management greater flexibility to pursue these priorities while preserving balance sheet discipline. In summary, this transaction brings together two closely integrated businesses under a simpler and more effective corporate structure. It creates a larger and more diversified platform, improves financial flexibility, provides potential cost and tax synergies, and strengthens the combined company's ability to pursue future growth. We believe the proposed combination benefits both shareholder groups and provides a stronger foundation for long-term value creation than either company could achieve on a standalone basis. Thank you for joining us today. We look forward to updating you as we move through the approval process and on our Q3 2026 financial results call planned for November 12th, 2026. Thank you. Ladies and gentlemen, this concludes this conference call. You may now disconnect. Thank you.
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