Investor Presentaiton
Readers' Advisory
READERS' ADVISORY
GIBSON
ENERGY
This presentation (the "Presentation") has been prepared by Gibson Energy Inc. ("Gibson", "we", "our" or the "Corporation") solely for information purposes. Recipients of this Presentation may not reproduce or otherwise redistribute, in whole or in part, the presentation to any other person.
This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this Presentation and the offering, purchase or sale of securities issued by the Corporation in certain jurisdictions is restricted by law. Persons into whose possession this
Presentation may come are required by the Corporation to comply with all applicable laws and regulations in effect in any jurisdiction in or from which it invests or receives or possesses this Presentation and must obtain any consent, approval or permission required under the laws and regulations in effect in such jurisdiction, and the Corporation shall not have any responsibility or liability for such
obligations.
This Presentation is not, and is not intended to be, an advertisement, prospectus or offering memorandum, and is made available on the express understanding that it does not contain all information that may be required to evaluate and will not be used by readers in connection with, the purchase of or investment in any securities of any entity. This Presentation accordingly should not be treated as
giving investment advice and is not intended to form the basis of any investment decision. It does not, and is not intended to, constitute or form part of, and should not be construed as, any recommendation or commitment by the Corporation or any of its directors, officers, employees, direct or indirect shareholders, agents, affiliates, advisors or any other person, or as an offer or invitation for the
sale or purchase of, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities, business and/or assets of any entity or the solicitation of any note or approval in any jurisdiction, nor shall it or any part of it be relied upon in connection with or act as any inducement to enter into any contract or commitment or investment decision whatsoever. No shares or securities are
being offered to the public by means of this Presentation. Readers should not construe the contents of this Presentation as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters.
This Presentation does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate the transaction or entities described herein. No representation or warranty, express or implied, is given and, so far as is permitted by law no responsibility or liability is accepted by any person, with respect to the accuracy, fairness or completeness of this
Presentation or its contents or any oral or written communication in connection with the transaction or entities described herein. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed for any purpose whatsoever on any projections, targets, estimates or forecasts or any other information contained in
this Presentation. In providing this Presentation, the Corporation does not undertake any obligation to provide any additional information or to update or keep current the information contained in this Presentation or any additional information or to correct any inaccuracies which may become apparent.
Currency and Exchange Rate
In this Presentation, unless otherwise specified or the context requires otherwise, all dollar amounts and references to $ or C$ are to Canadian dollars, and all references to US$ are to United States dollars. Unless otherwise specified, the exchange rate used to translate U.S. dollar amounts to Canadian dollars is the exchange rate as of March 31, 2023 of $1.3533 for US$1.00.
External, Market and Industry Data
Where this Presentation quotes any market and industry data and other statistical information from any external source, it should not be interpreted that the Corporation has adopted or endorsed such information or statistics as being accurate. The Corporation has obtained market and industry data and other statistical information presented in this Presentation from a certain third-party
information. Such third-party publications and reports generally state that the information contained therein has been obtained from sources believed to be reliable. Although the Corporation believes these publications and reports to be reliable, it has not independently verified the data or other statistical information contained therein, nor has it ascertained the underlying economic or other
assumptions relied upon by these sources, accordingly, no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of this information or any other information or opinions contained herein, for any purpose whatsoever. The Corporation has no intention and undertakes no obligation to update or revise any
such information or data, whether as a result of new information, future events or otherwise, except as required by law.
As it relates to information provided by, or in respect of, South Texas Gateway Terminal LLC ("STLLC") or its members, Gibson, after conducting due diligence that it believes to be a prudent and thorough level of investigation, believes it to be accurate in all material respects, an unavoidable level of risk remains regarding the accuracy and completeness of such information.
U.S. Non-Solicitation
This Presentation is not an offer of securities for sale in the United States and is not an offer to sell or solicitation of an offer to buy any securities of the Corporation, nor shall it form the basis of, or be relied upon in connection with any contract for purchase or subscription. The subscription receipts of Gibson being sold under the Equity Offering (as defined in the Presentation) will only be offered in
the provinces of Canada by means of the prospectus referred to above. Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or an exemption from registration thereunder. The subscription receipts and the underlying common shares to be sold pursuant to the Equity Offering have not been
and will not be registered under the U.S. Securities Act or any state securities laws and, except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws, may not be offered or sold in the United States or to, or for the account of, a U.S. Person (as defined under Regulation D of the U.S. Securities Act).
Presentation of Financial Information
The financial information of Gibson referred to in this Presentation is reported in Canadian dollars and has been derived from audited and unaudited historical financial statements of Gibson that were prepared in compliance with International Financial Reporting Standard ("IFRS"). The financial information of STLLC referred to in this Presentation is reported in U.S. dollars and has been derived from
audited and unaudited historical financial statements of STLLC that were prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The recognition, measurement and disclosure requirements of U.S. GAAP differ from IFRS.
The unaudited pro forma financial information referred to in this Presentation has been prepared by management of Gibson and is derived from, and should be read in conjunction with; (i) the unaudited condensed consolidated financial statements of Gibson as at and for the three months ended March 31, 2023, (ii) the audited consolidated financial statements of Gibson for the year ended
December 31, 2022, (iii) the unaudited financial statements of STLLC as at and for the three months ended March 31, 2023, and (iv) the audited financial statements of STLLC as at and for the year ended December 31, 2022. The pro forma financial information referred to in this Presentation was prepared utilizing accounting policies that are consistent with those disclosed in the unaudited
consolidated financial statements of Gibson as at and for the three months ended March 31, 2023, and the audited consolidated financial statements for the year ended December 31, 2022 and was prepared in accordance with recognition and measurement principles of IFRS. Gibson has not independently verified the financial statements of STLLC that were used to prepare the pro forma financial
information included in this Presentation and the pro forma financial information included in this Presentation is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected in this Presentation occurred on the dates indicated. The pro forma financial information contained in this Presentation is included for
informational purposes only and undue reliance should not be placed on such pro forma financial information.
The disclosure contained in this Presentation, including the pro forma financial information included herein, is based on a number of assumptions including that the Corporation will use the net proceeds from the Equity Offering and the Debt Offering (as defined in this Presentation) to fund the purchase price of the Transaction (as defined in this Presentation). Such assumptions differ from the
assumptions used to derive the pro forma financial statements and pro forma financial information that will be included in the prospectus supplement that the Corporation will file in connection with this Presentation. Management considers the pro forma financial information contained in this Presentation to reflect its long term financing plans for the Transaction and that such information helps
readers better understand how management views the Transaction and its potential impacts on the Corporation and better allows readers to assess potential impacts of the Transaction. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement before making an investment decision.
Non-IFRS Measures
This Presentation contains references to certain non-IFRS and non-U.S. GAAP financial measures and ratios and industry measures that are used by the Corporation and STLLC, respectively, as indicators of their financial performance. These measures include adjusted EBITDA, net debt, and distributable cash flow, and various ratios contained herein are derived from such measures. Such measures and
ratios are not recognized under IFRS, with respect to the Corporation, or U.S. GAAP, with respect to STLLC, and do not have a standardized meaning under IFRS or U.S. GAAP, as applicable, and therefore may not be comparable to similar measures used by other companies. The Corporation believes presenting non-IFRS and non-GAAP financial measures helps readers to better understand how
management analyzes results, shows the impacts of specified items on the results of the reported periods, and allows readers to assess results without the specified items if they consider such items not to be reflective of the underlying performance of the company's operations.
Management considers these to be important supplemental measures of the Corporation's and STLLC's performance and believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in industries with similar capital structures. Readers are encouraged to evaluate each adjustment and the reasons the Corporation considers it
appropriate for supplemental analysis. Readers are cautioned, however, that these measures should not be construed as an alternative to net income, cash flow from operating activities, segment profit, gross profit or other measures of financial results determined in accordance with IFRS or U.S. GAAP, as applicable, as an indication of the performance of the Corporation or STLLC. See "Specified
Financial Measures" in the Forward-Looking Statement Notice slide for more information and for reconciliations of these non-IFRS and non-U.S. GAAP measures to the most directly comparable IFRS and U.S. GAAP measures.
Definitions
Scope 1 emissions are direct emissions from facilities owned and operated by Gibson.
Scope 2 emissions are indirect emissions from the generation of purchased energy for Gibson's owned and operated facilities.
Scope 3 emissions are indirect emissions not included in Scope 1 or Scope 2 that Gibson indirectly impacts in its value chain.
All references in this presentation to Net Zero include Scope 1 and Scope 2 emissions.
All references in this presentation to Gibson's business and asset base are only inclusive of the equity portion of facilities Gibson owns and operates.
Leverage ratio is calculated as Net Debt over Adjusted EBITDA.
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