TWM Tidewater Midstream and Infrastructure Ltd

/NOT FOR DISSEMINATION TO U.S. WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

(TSX: TWM)

CALGARY, AB, June 4, 2024 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Company") (TSX: TWM) announced today that it has completed its previously-announced public offering (the "Offering") of $100 million principal amount of convertible unsecured subordinated debentures (the "Debentures") (including $13 million principal amount of additional Debentures issued pursuant to the exercise in full of the over-allotment option) at a price of $1,000 per Debenture, with an interest rate of 8.00% per annum, payable semi-annually on the last day of June and December, commencing on December 31, 2024. The Debentures will mature on June 30, 2029.

The Debentures are convertible at the holder's option into common shares in the capital of the Company ("Shares") at a conversion price of $0.78 (the "Conversion Price"). The Debentures are not redeemable before June 30, 2027. On or after June 30, 2027, the Debentures may be redeemed in whole or in part from time to time at the option of the Company at par plus accrued and unpaid interest, if any, to but excluding the date of redemption, provided that the volume weighted average trading price of the Shares on the Toronto Stock Exchange (the "TSX") for the 20 consecutive trading days ending five trading days preceding the date on which notice of redemption is given is not less than 125% of the Conversion Price. The Company shall provide not more than 60, nor less than 30 days' prior notice of redemption.

The Debentures were sold to a syndicate of underwriters (the "Underwriters") led by National Bank Financial Inc. on a "bought deal" basis. Tidewater granted the Underwriters the option to purchase up to $13 million principal amount of additional Debentures, at a price of $1,000 per Debenture, to cover over-allotments, if any, and for market stabilization purposes. The over-allotment option was exercised in full.

Tidewater also announced today that it will redeem $75 million principal amount of its 5.50% convertible unsecured subordinated debentures due September 30, 2024 (the "2019 Debentures"). The redemption is expected to occur on July 9, 2024. The 2019 Debentures are redeemable prior to the maturity date at par plus accrued and unpaid interest up to but excluding the redemption date. The remaining net proceeds from the Offering will be used for general corporate purposes. Pending any such use, the net proceeds of the Offering may temporarily be used to reduce indebtedness under the Company's credit agreement or held in short term investments.

The securities offered 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. The press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Tidewater is traded on the TSX under the symbol "TWM". Tidewater's business objective is to profitably grow and create shareholder value in the North American natural gas, natural gas liquids, crude oil, refined product, and renewable energy value chain. Its operations include downstream facilities, natural gas processing facilities, natural gas liquids infrastructure, pipelines, storage, and various renewable initiatives. To complement its infrastructure asset base, the Company also markets crude, refined product, natural gas, natural gas liquids and renewable products and services to customers across North America. Tidewater is a majority shareholder of Tidewater Renewables Ltd.. Additional information relating to Tidewater is available on SEDAR+ at www.sedarplus.ca and at https://www.tidewatermidstream.com.

This press release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "intend", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. More particularly, this press release contains statements concerning the intended use of the net proceeds from the Offering, including the redemption of the 2019 Debentures and the timing thereof.

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 statements contained in this press release represent 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. With respect to the forward-looking statements contained in this press release, the Company has made assumptions regarding the redemption and the timing thereof. All the forward-looking statements in this press release are qualified by the cautionary statements herein.

Forward-looking statements are provided herein for the purpose of giving information about the 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 securities commissions available on SEDAR+ at www.sedarplus.ca.

SOURCE Tidewater Midstream and Infrastructure Ltd.