CALGARY, AB, Aug. 21, 2025 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation") (TSX: TWM) announces that, further to the special resolution approved by the Corporation's shareholders at the annual general and special meeting held on May 27, 2025, the board of directors of the Corporation has determined to implement the consolidation of the Corporation's common shares (the "Common Shares") on the basis of one (1) post-consolidation Common Share for every twenty (20) pre-consolidation Common Shares (the "Consolidation"). The expected effective date for the Consolidation is August 28, 2025.
The Toronto Stock Exchange ("TSX") has conditionally approved the Consolidation, and the Common Shares are expected to commence trading on the TSX on a post-Consolidation basis within 2 or 3 business days following the receipt and acceptance of materials by the TSX.
The Common Shares will continue to be listed on the TSX under the symbol "TWM" on a post-Consolidation basis under a new CUSIP and new ISIN. No fractional Common Shares will be issued as a result of the Consolidation. Any fractional Common Shares resulting from the Consolidation will be rounded to the nearest whole Common Share with fractions equal to and above 0.5 being rounded up to the nearest whole Common Share and fractions below 0.5 being rounded down to the nearest whole Common Share.
As a result of the Consolidation, the number of outstanding Common Shares will be reduced from 431,890,308 pre-Consolidation Common Shares to approximately 21,594,515 post-Consolidation Common Shares, subject to adjustments for rounding. Proportionate adjustments have been made to the conversion price of the Corporation's outstanding convertible unsecured subordinated debentures (the "Debentures") in accordance with the trust indenture dated June 4, 2024, as well as the Corporation's stock options (and exercise prices), restricted share units, performance share units and deferred share units in accordance with the terms and conditions of the respective plans under which they are issued.
TSX Trust Company ("TSX Trust"), the Corporation's transfer agent, will act as the exchange agent for the Consolidation. Tidewater's registered shareholders holding their Common Shares in certificated form will receive a letter of transmittal from TSX Trust in respect of the Consolidation, which each such registered shareholder will need to sign and complete. If such a registered shareholder does not receive a letter of transmittal, a copy of the letter of transmittal will be available under Tidewater's SEDAR+ profile on www.sedarplus.ca. The letter of transmittal will contain instructions on how to surrender certificates representing pre-Consolidation Common Shares and authorize TSX Trust to issue a certificate representing their post-Consolidation Common Shares. Registered shareholders whose Common Shares are represented by a direct registration advice(s) ("DRS") will not need to complete and sign a letter of transmittal, and a DRS statement representing their post-Consolidation Common Shares will automatically be issued to such registered shareholder by TSX Trust.
Non-registered shareholders who hold their Common Shares through an intermediary such as a bank, trust company, securities dealer or broker should note that these intermediaries may have their own procedures for processing the Consolidation which may differ from those described above for registered shareholders. Non-registered shareholders who have questions should contact their intermediary for more information.
Further details on the Consolidation are contained in the Corporation's management information circular dated April 7, 2025, a copy of which is available under Tidewater's profile on www.sedarplus.ca.
ABOUT TIDEWATER MIDSTREAM
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 Corporation 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. Additional information relating to Tidewater is available on SEDAR+ at www.sedarplus.ca and at https://www.tidewatermidstream.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This news 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. In particular, this news release contains forward-looking statements regarding the expected effective date of the Consolidation, the expected timing for the post-Consolidation Common Shares to commence trading on the TSX following the receipt and acceptance of materials by the TSX, and the delivery of letters of transmittal.
Although the forward-looking statements contained in this news release 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 news release represent expectations as of the date of this news release and are subject to change after such date. However, 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 law. With respect to the forward-looking statements contained in this news release, the Corporation has made assumptions regarding the ability of the Corporation to satisfy the required conditions and receive final approval for the Consolidation from the TSX and the expected time required after the effective date of the Consolidation for the post-Consolidation Common Shares to begin trading on the TSX.
Forward-looking statements are provided herein for the purpose of giving information about the Transaction. Readers are cautioned that such information may not be appropriate for other purposes. In addition, the Corporation is subject to a number of risks and uncertainties, many of which are beyond the Corporation's control. Such risks and uncertainties include the factors discussed under "Risk Factors" in the Corporation's annual information form for the year ended December 31, 2024 and the most recent management's discussion and analysis.
All the forward-looking statements in this news release 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.
SOURCE Tidewater Midstream and Infrastructure Ltd.
For further information please contact: Michael Gracher, Manager, Investor Relations, Tidewater Midstream and Infrastructure Ltd., Phone: (403) 200-9142; Ian Quartly, Interim Chief Financial Officer, Tidewater Midstream and Infrastructure Ltd., Phone: (587) 317-8290
