TWM Tidewater Midstream and Infrastructure Ltd

THIS RELEASE IS INTENDED FOR DISTRIBUTION OUTSIDE THE UNITED STATES ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION WITHIN THE UNITED STATES

Closing of Deep Basin and Montney Acquisition

Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation”) (TSX:TWM) is pleased to announce that it has completed its previously announced acquisition of certain assets in the Deep Basin and Montney region for net cash consideration of $34 million.  Together with Tidewater’s previously announced acquisition of a pipeline in the Wapiti region, Tidewater’s key pieces of infrastructure acquired under these two transactions include: an 85% working interest in a rail connected 600 MMcf/d gas plant; a 25% operated working interest in 400 MMcf/d and 200 MMcf/d dehydration and compression facilities at Stolberg and Brazeau, respectively; and, an operated working interest in greater than 600 km of pipelines running from Narraway and Wapiti and interconnecting to Ansell, Brazeau, Stolberg and Ferrier, providing connectivity between Tidewater’s core Montney and Deep Basin areas.  An immaterial portion of the Deep Basin and Montney assets is being held in escrow pending resolution of a right of first refusal challenge.

BRC Expansion

Tidewater is pleased to announce that its 50 MMcf/d expansion at the Brazeau River Complex (“BRC”) and the construction of strategic pipelines from the BRC were completed on-time and on-budget at a combined capital cost of approximately $25 million.  The pipelines provide access to a new core area for the BRC which is supported by a 55,000 acre reserve dedication and a three to four horizontal well drilling commitment.

Run-Rate Adjusted EBITDA Guidance

Tidewater remains on-time and on-budget on its previously announced 2017 capital program and the EBITDA generated from these capital projects is expected to be in-line with previous guidance.  Tidewater reaffirms that it plans to exit 2017 with annualized run-rate Adjusted EBITDA of approximately $80 million.

The Corporation's Business

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 and natural gas liquids (“NGL”) space. Its strategy is to profitably grow and create shareholder value through the acquisition and development of oil and gas infrastructure. Tidewater plans to achieve its business objective by providing customers with a full service, vertically integrated value chain through the acquisition and development of oil and gas infrastructure including: gas plants, pipelines, railcars, trucks, export terminals and storage facilities.

Cautionary Notes

Advisory Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws.  In particular, this news release contains forward-looking statements with respect to Tidewater's anticipated 2017 exit annualized run-rate Adjusted EBITDA.  Although Tidewater believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on them because Tidewater can give no assurance that such expectations will prove to be correct.  Assumptions have been made with respect to, among other things, general economic and market conditions.  Factors that could cause actual results to differ materially from those set forth in the forward looking statements include, among other things, general economic and market conditions, industry conditions, market and commodity price volatility and Tidewater's financial and operational performance and results.  Tidewater undertakes no obligation to update the forward-looking statements herein except as required by applicable laws.

Non-GAAP Financial Measures

This press release refers to “EBITDA” and “Adjusted EBITDA” which do not have any standardized meaning prescribed by generally accepted accounting principles in Canada (“GAAP”).  EBITDA is calculated as income or loss before interest, taxes, depreciation and amortization.  Adjusted EBITDA is calculated as EBITDA adjusted for incentive compensation, unrealized gains/losses, non-cash items, transaction costs and items that are considered non-recurring in nature.

Tidewater Management believes that EBITDA and Adjusted EBITDA provide useful information to investors as they provide an indication of results generated from the Corporation’s operating activities prior to financing, taxation and non-recurring/non-cash impairment charges occurring outside the normal course of business.  Management utilizes Adjusted EBITDA to set objectives and as a key performance indicator of the Corporation’s success.  In addition to its use by Management, Tidewater also believes Adjusted EBITDA is a measure widely used by security analysts, investors and others to evaluate the financial performance of the Corporation and other companies in the midstream industry.  Investors should be cautioned that EBITDA and Adjusted EBITDA should not be construed as alternatives to earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of the Corporation’s performance and may not be comparable to companies with similar calculations.

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 and Additional Measures” section of Tidewater’s most recent MD&A which is available on SEDAR.

Tidewater Midstream & Infrastructure Ltd.
Joel MacLeod
Chairman, President and CEO
587.475.0210
jmacleod@tidewatermidstream.com

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