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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 1 TIDEW ATER MIDSTREAM AND INFRASTRUCTURE | TSX: TW M 1 TSX: TWM TSX: LCFS Proposed Combination of Tidewater Midstream and Tidewater Renewables November 2, 2026
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 2 Transaction Rationale Simplification of the corporate structure through full ownership of LCFS enables greater operational alignment across the integrated platform Simplified Corporate Structure Improved Capital Markets Profile Enhanced Financial Strength Scale and Diversification Value Creation Opportunities Highlights of the Transaction Rationale for the Arrangement Streamlined structure with clear strategy and governance Enhanced profile improves trading liquidity and access to capital Enhanced strategic position, with a more diversified asset base for all shareholders Cost savings, operational efficiencies and tax synergies Greater balance sheet flexibility and funding capacity
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 3 100% equity consideration 0.88 TWM shares per one LCFS share implying a $20.58 offer price(1) per LCFS share The 0.88 exchange ratio offered exceeds the ratio implied by the top end of KPMG’s independent formal valuation(2) Transaction Overview TWM to acquire all outstanding LCFS shares not already owned through an all-share arrangement Transaction Terms Board Recommendations Support and Path to Closing Pro Forma Ownership(3) 31% 69% TWM Shareholders Former LCFS Shareholders TWM Special Committee unanimously recommended the Arrangement Non-conflicted directors of the TWM Board have approved the Arrangement and recommend shareholders vote in favour LCFS Special Committee unanimously recommended the Arrangement Non-conflicted directors of the LCFS Board have approved the Arrangement and recommend shareholders vote in favour Shareholder Support: Voting support agreements cover ~41% of outstanding TWM shares, including Birch Hill, and ~38% of LCFS shares eligible for minority approval, including AIMCo Required Approvals: TWM and LCFS shareholder approvals, Alberta court approval, TSX conditional listing approval and satisfaction or waiver of other customary closing conditions Meetings and Closing: Shareholder meetings for TWM and LCFS expected December 14, 2026 Path to Closing 1 3 2 Shareholder Support Required Approvals Meetings and Closing Expected closing: December 18, 2026 1) Implied consideration based on the 0.88x exchange ratio and TWM’s closing share price of $23.39 on October 30, 2026. 2) KPMG was retained by the LCFS Special Committee as independent valuator to prepare a formal valuation of LCFS and TWM shares in accordance with MI 61-101. 3) Illustrative pro forma ownership based on fully diluted shares outstanding, reflecting cashless exercise of applicable diluti ve securities, settlement of outstanding share awards and conversion of TWM convertible debentures, using October 30, 2026 market data.
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 4 Simplified Corporate Structure Pro Forma Transaction StructurePre-Transaction Structure Note: All figures presented in C$ millions. Debt balances and facility commitments as at June 30, 2026. Governance Capital Structure Public Company Costs Fully underwritten commitments for secured credit facilities to refinance existing debt and provide funding for general corporate purposes, subject to closing Provides greater financial flexibility and control of pro forma cash flow Single board of directors and management Jeremy Baines to continue as CEO and Ian Quartly as CFO Streamlined corporate overhead under a single management structure, elimination of duplicate public company costs and removal of the intercompany Shared Services Agreement Simplified Corporate Structure Complementary Fuels Business TSX: TWM TWM Shareholders PGR HDRD Midstream Assets 100% $292MM Senior Credit Facility (84% drawn) $100MM Convertible Debentures $40MM Senior Credit Facility (25% drawn) $184MM Amortizing Second Lien Credit Facility (100% drawn) Independent board, management and employees Independent board TWM management and employees under Shared Services Agreement Corporate overhead and public company costs Corporate overhead allocations under Shared Services Agreement and separate public company costs TSX: LCFS TSX: TWM HDRDPGR Midstream Assets TWM Shareholders LCFS Shareholders ~65% Ownership & Shared Services Agreement ~35% 100% Conventional Fuels Renewable Fuels Midstream
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 5 Transaction Benefits for Both Shareholder Groups The Arrangement creates a simplified, larger-scale platform positioned to deliver long-term value for both TWM and LCFS shareholders Shareholder Benefits Expanded Asset Base Gain direct access to complementary assets Robust Synergies Creates opportunities for operating efficiencies, public company cost savings and potential tax synergies Simplified Structure and Governance Single public company with unified governance, clear strategy and optimized balance sheet Improved Financial Profile Optimized balance sheet and unified capital allocation framework enhance financial policy flexibility Enhanced Access to Capital Markets Increased scale and public float are expected to enhance capital markets access and institutional investor interest Enhanced Liquidity Increased public float improves trading liquidity Participation in Future Growth Allows shareholders to participate in combined company and its broader asset portfolio LCFS shareholders retain exposure to the HDRD complex while gaining exposure to TWM’s broader cash flows and growth opportunities, with enhanced liquidity and financing flexibility
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 6 Next Steps and Path to Closing 1 2 3 4 5 6 Execution of Arrangement Agreement Between TWM and LCFS and Receipt of Financing Commitments November 1, 2026 Expected Nov. 13, 2026 Expected Nov. 20, 2026 Expected Dec. 14, 2026 Expected Dec. 15, 2026 Expected on or about Dec. 18, 2026 Interim Order Obtained From the Court of King’s Bench of Alberta Management Information Circulars Mailed to TWM and LCFS Shareholders TWM and LCFS Shareholder Meetings to Approve the Issuance of TWM Shares and the Transaction, as applicable Final Order From Alberta Court of King’s Bench Transaction Closing Shareholder Approval Final Approvals and Satisfaction of Closing Conditions TWM: >50% simple majority + majority-of-the-minority LCFS: 66⅔% + majority-of-the-minority Shareholder Voting Thresholds
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 7 1) Non-GAAP financial ratio. See “Use of Non-GAAP Measures” in the “Disclaimers” section of this presentation. Inclusive of first lien senior debt and second lien debt. Net Debt / adj. EBITDA for covenant purposes excludes 100% of the Company’s convertible debentures. Catalysts and Strategic Priorities Balance Sheet Enhancement ✓ Use FCF to accelerate debt paydown and strengthen long-term capital structure ✓ Maintain existing leverage target of 1.5x – 2.5x Net Debt / Adj. EBITDA(1) ✓ Secured credit facilities available at closing to enhance financing flexibility to re-finance existing debt and for general corporate purposes Risk Management & Optimization ✓ Capitalize on constructive commodity market fundamentals ✓ Execute on an opportunistic near-term hedging program to protect margins and enhance FCF visibility ✓ Maintain a disciplined, long-term hedging strategy designed to mitigate commodity price volatility, while targeting pricing at or above mid-cycle levels when market opportunities exist Asset Portfolio Optimization ✓ Continuously assess asset performance, strategic fit, and long-term FCF generation ✓ Pursue opportunities to expand margin capture across the value chain to realize target asset returns ✓ Assess potential for incremental non-core asset sales and re-deploy capital into value chain, as appropriate Accretive Growth & Margin Expansion ✓ Leverage available capacity across existing assets to provide incremental customer services in gas processing, sulphur handling, and downstream integration ✓ Drive near-term growth through brownfield expansions and increased utilization of existing capacity, while evaluating selective tuck-in acquisitions and greenfield development that meet strict return criteria ✓ Advance capital projects through a rigorous screening framework to preserve balance sheet integrity, maximize margin capture, and deliver attractive risk-adjusted returns
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 8 DISCLAIMERS CAUTIONARY NOTE: This presentation has been prepared by Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation”) for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any security in any jurisdiction. FORWARD-LOOKING STATEMENTS: This presentation contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. 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 words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “predict”, “forecast”, “potential”, “targeting”, “intend”, “could”, “believe”, “might”, “plan”, “believe”, “intend”, “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. In particular, this presentation contains forward- looking statements pertaining to, but not limited to: the proposed arrangement pursuant to which the Corporation will acquire all of the outstanding common shares of Tidewater Renewables Ltd. (“Tidewater Renewables” or “LCFS”) not already owned by the Corporation (the “Arrangement”), including the consideration to be received by LCFS shareholders, the implied offer price and premiums, and the exchange of LCFS shares pursuant to the plan of arrangement; the pro forma ownership of the combined company; the expected benefits of the Arrangement to the Corporation, LCFS and their respective shareholders, including the simplified corporate structure, greater operational alignment across the integrated platform, a single board of directors and management team and unified governance, the expanded and more diversified asset base of the combined c ompany, streamlined corporate overhead, the elimination of duplicate public company costs and the intercompany shared services agreement, the ability of shareholders to participate in the future growth of the combined company, and the combined company’s positioning for commercial opportunities across midstream, conventional and renewable fuels; the potential cost savings, potential operating efficiencies and corporate and tax synergies resulting from the Arrangement; the combined company’s improved access to capital markets and cost of capital, and its increased public float and trading liquidity; the improved credit profile, balance sheet optimization, capital allocation framework and increased financial flexibility and funding capacity of the combined company; the unified financing strategy of the combined company, including a single senior credit facility and the convertible debentures across the combined business and the refinancing of existing debt and the resulting control of the combined company’s cash flow profile; the receipt of the required shareholder, court and Toronto Stock Exchange (“TSX”) approvals and the satisfaction of the other conditions to closing of the Arrangement; the voting of shares by the parties to the voting and support agreements; the anticipated timing of the interim order, the mailing of the management information circulars, the shareholder meetings, the final order and the closing of the Arrangement; the expected use of free cash flow to accelerate debt repayment and strengthen the combined company’s long-term capital structure, the Corporation’s target of net debt to adjusted EBITDA of less than 2.0x by the end of 2026 and its leverage target range of 1.5x to 2.5x net debt to adjusted EBITDA; the Corporation’s evaluation of its capital allocation and financial policy based on asset mix, contract profile and free cash flow visibility; expectations regarding commodity market fundamentals; the Corporation’s hedging program and strategy, including the protection of margins, free cash flow visibility and targeted pricing levels; the Corporation’s asset portfolio optimization initiatives, including the application of asset return thresholds, the expansion of margin capture across the value chain, incremental asset sales and the redeployment of capital; the Corporation’s growth and margin expansion opportunities, including the provision of incremental customer services in gas processing, sulphur handling and downstream integration using available capacity across existing assets, brownfield expansions, increased utilization of existing capacity, tuck-in acquisitions and greenfield development, and the Corporation’s screening framework for capital projects and the expected returns therefrom; and the Corporation’s business, strategy and near-term catalysts. Although the forward-looking statements contained in this presentation 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. Any forward-looking statements contained in this presentation represent expectations as of the date of this presentation and are subject to change after such date. The Corporation is under no obligation (and the Corporation 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 applicable law.
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 9 DISCLAIMERS With respect to the forward-looking statements contained in this presentation, the Corporation has made assumptions regarding, but not limited to: the satisfaction of the conditions to closing of the Arrangement in a timely manner, if at all, including the receipt of all necessary approvals; the combined company’s ability to successfully integrate the businesses of the Corporation and LCFS; the Corporation’s ability to issue common shares pursuant to the Arrangement; the combined company’s ability to obtain sources of financing on terms favourable to the combined company; the combined company will have sufficient capital to pursue future commercial opportunities; the absence of material adverse changes in commodity prices, crack spreads, feedstock costs and government and regulatory support for renewable fuels; commodity market fundamentals will remain constructive; the Arrangement will increase public float and trading liquidity; the Arrangement will allow for further balance sheet optimization and financial flexibility; the synergies that may be obtained as a result of the Arrangement and the effect thereof; the combined company will generate sufficient free cash flow to reduce its net debt to adjusted EBITDA ratio as anticipated; the Corporation’s hedging strategies will be effective in managing commodity price and margin risk; the Corporation will be able to use available capacity across its existing assets to provide incremental customer services; the Corporation will be able to execute on its portfolio optimization initiatives and growth opportunities as contemplated by management; general economic and business conditions, including interest rates and currency exchange rates, will remain consistent with the Corporation's current expectations; the combined company’s ability to execute on its business plan; and the other assumptions set forth in the Corporation’s and LCFS’s most recent annual information forms available on SEDAR+ at www.sedarplus.ca. Actual results could differ materially from those anticipated in the forward-looking statements as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Corporation’s control, including but not limited to: the completion and timing of the Arrangement; the ability of the Corporation and LCFS to receive, in a timely manner, the necessary court, shareholder and TSX approvals and to satisfy the other conditions to closing of the Arrangement; the ability of the parties to complete the Arrangement on the terms contemplated or at all; the ability of the combined company to realize the anticipated benefits of, and synergies and s avings from, the Arrangement; the consequences of not completing the Arrangement, including the volatility of the share prices of the Corporation and LCFS; negative reactions of the investment community; the conditions to the effectiveness of the new credit facilities not being satisfied, or such credit facilities not being available on the terms contemplated or at all; fluctuations in the market price of the Corporation’s common shares, which will affect the value of the consideration received by LCFS shareholders; the potential loss of customers, suppliers or employees as a result of the Arrangement; changes in commodity prices, crack spreads, feedstock costs and government and regulatory support for renewable fuels; the focus of management’s time and attention on the Arrangement and other disruptions arising from the Arrangement; and the factors discussed under “Risk Factors” in the Corporation’s and LCFS’s annual information forms for the year ended December 31, 2025 and the Corporation’s and LCFS’s most recent management’s discussion and analysis (“MD&A”), available on SEDAR+ at www.sedarplus.ca. The foregoing lists are not exhaustive and readers should not unduly rely on the forward-looking statements contained in this presentation. Forward-looking statements contained in this presentation may not be appropriate for purposes other than this presentation. All forward-looking statements contained in this presentation are qualified by the cautionary statements herein. 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 securities commissions available on SEDAR+ at www.sedarplus.ca. The financial outlook information contained in this presentation is based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available. Additionally, the financial outlook information contained in this presentation is subject to the risk factors described above in respect of forward-looking information generally as well as any other specific assumptions and risk factors in relation to such financial outlook noted in this presentation. Accordingly, readers are cautioned that the financial outlook information contained in this presentation should not be used for purposes other than those for which it is disclosed herein. The financial outlook information contained in this presentation was approved by management as of the date of this presentation a nd was provided for the purpose of providing further information about Tidewater’s current expectations and plans for the future.
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0 32 96 214 227 255 0 118 53 181 181 181 Text box 242 242 242 10 DISCLAIMERS USE OF NON-GAAP MEASURES: Throughout this presentation, Tidewater uses a number of non-GAAP financial measures and capital management measures to analyze and measure actual and prospective results and performance. Non-GAAP financial measures and capital management measures are not recognized under generally accepted accounting principles (“GAAP”), do not have standardized meanings, and are therefore unlikely to be comparable to similar measures presented by other issuers. The intent of these non-GAAP financial measures and capital management measures is to provide additional useful information to investors and analysts. Therefore, these non-GAAP financial measures and capital management measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. This presentation contains the following non-GAAP financial measures and capital management measures: consolidated and deconsolidated adjusted EBITDA and consolidated and deconsolidated net debt. The most directly comparable financial measure that is disclosed in the primary financial statements to which consolidated and deconsolidated adjusted EBITDA relates is net (loss) income. For more information with respect to consolidated and deconsolidated adjusted EBITDA and consolidated and deconsolidated net debt, 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+ at www.sedarplus.ca and is incorporated by reference. In addition, this presentation contains disclosure regarding Tidewater’s net debt to adjusted EBITDA ratio. The calculations for this ratio are based on the specific definitions in the agreements governing Tidewater’s and Tidewater Renewables’ credit facilities, are not in accordance with GAAP, and cannot be directly calculated by referring to Tidewater’s and Tidewater Renewables’ financial statements. For purposes of covenant calculation, Tidewater Midstream’s convertible debentures are excluded from the calculations. THIRD PARTY INFORMATION: This presentation includes market and industry data which was obtained from various publicly available sources and other sources believed by the Corporation to be true. Although the Corporation believes it to be reliable, the Corporation has not independently verified the accuracy, currency or completeness of any of the data from third-party sources referred to in this presentation or analyzed or verified the underlying reports relied on. The Corporation hereby disclaims any responsibility or liability whatsoever in respect of any third-party sources of market and industry data or information. The TSX has not reviewed and does not accept responsibility for the adequacy of the content of the information contained here in.
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