Investor Presentaiton

Readers' Advisory (cont'd) & Forward Looking Information Notice GIBSON ENERGY Notice to U.S. Investors The securities offered hereby have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and such securities may not be offered or sold in the United States absent registration or pursuant to an exemption from such registration. Such securities are being offered only (i) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) and (ii) outside the United States pursuant to Regulation S under the U.S. Securities Act. The forward-looking financial information included in or incorporated by reference into the Canadian Prospectus Supplement, to which this Presentation incorporates by reference, has been prepared by, and is the responsibility of, the Company management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the FLI included/incorporated by reference in the Canadian Prospectus Supplement and, accordingly, PricewaterhouseCoopers LLP expresses no opinion or any other form of assurance with respect thereto. The report of PricewaterhouseCoopers LLP included in the Canadian Prospectus Supplement, to which this Presentation incorporates by reference, relates to Gibson (the Company) only. Such report does not extend to the FLI and should not be read to do so. Forward-Looking Statements Certain statements contained in this Presentation constitute forward-looking information and statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). These statements relate to future events or Gibson's future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "aim", "target", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential", "possible", and similar expressions are intended to identify forward-looking statements. Forward-looking statements, included or referred to in this Presentation include, but are not limited to statements with respect to: the business and financial prospects and opportunities of Gibson; the acquisition of STLLC (the "Transaction") and sources of funding therefor, including the Equity Offering, the bridge financing and the Debt Offerings; Gibson's financing plan for the Transaction; the purchase price and consideration of the Transaction; the anticipated timing of the closing of the Transaction; the anticipated benefits of the Transaction and the timing thereof; the maintenance of Gibson's investment grade credit ratings; expansion opportunities for Gibson's current infrastructure; Gibson's terminal capacity, footprint and connectivity as a result of the Transaction; maintenance of Gibson's ESG performance and ratings; Gibson's continued commitment to Net Zero emissions by 2050; pro forma metrics as a result of the Transaction and the timing thereof, including storage and export capacity, profit from Gibson's infrastructure segment, take-or-pay exposure, contracts with high-quality investment grade counterparties, payout ratio, growth capital, Net Debt to Adjusted EBITDA, and segment profit distribution; future maintenance capital requirements; anticipated qualities and characteristics of STLLC's assets and business, including export and storage capacity, strategic location, VLCC loading capabilities, take-or-pay exposure, contract life, connectivity, storage model, and free cash flow conversion; market and economic conditions, including increased U.S. exports driven by low-cost Permian production; the existence of favourable re-contracting opportunities; Gibson's continued adherence and commitment to existing financial governing principles and targets and pro forma metrics related thereto including, exposure to take-or-pay and fee-based contracts and investment grade counterparties, Net Debt and Adjusted EBIDTA, investment grade ratings and outlook, growth capital expenditures, payout ratio of distributable cash flow and infrastructure; Gibson's growth optionality; Gibson's competitive position; forecasted operating and financial results of Gibson, and other assumptions inherent in management's expectations in respect of the forward-looking statements identified herein. The forward-looking statements reflect Gibson's beliefs and assumptions with respect to, among other things, future operating and financial results; the completion of the Transaction, the Equity Offering and the Debt Offerings, in each case, on the timelines and terms contemplated; the use of proceeds from the Equity Offering and the Debt Offerings; the purchase price of the Transaction; the successful completion of the Transaction and Gibson's ability to obtain the anticipated benefits therefrom; the accuracy of historical and forward-looking operational and financial information and estimates provided by STLLC and the sellers; Gibson's ability to integrate the assets acquired pursuant to the Transaction into Gibson's operations; the accuracy of financial and operational projections; the availability and repayment of the bridge financing facilities as currently contemplated; the replacement of the bridge financing facilities through new proceeds from the Equity Offering and the Debt Offerings; the terms, composition and timing of the Debt Offerings; the sellers' ability to provide the necessary services following the closing of the Transaction; the anticipated effect of the Transaction and any related financings on Gibson's credit ratings; the anticipated effect of the Transaction, Equity Offering and Debt Offerings on the consolidated capitalization of Gibson; the anticipated borrowings under the bridge financing facilities; the accuracy of Gibson's financial and operational projections; the impact of the international or global events, including government responses related thereto on demand for crude oil and petroleum products and Gibson's operations generally; general economic and industry conditions; future growth in world-wide demand for crude oil and petroleum products; commodity prices; no material defaults by the counterparties to agreements with Gibson or STLLC; Gibson's ability to obtain qualified and diverse personnel and equipment in a timely and cost- efficient manner or at all; the completion of the dredging project; the regulatory framework governing taxes and environmental matters in the jurisdictions in which Gibson conducts and will conduct its business; the energy transition that is underway as the world shifts towards a lower carbon economy and a maintained industry focus on sustainability and the impact thereof on Gibson; the development and performance of technology and new energy efficient products, services and programs including but not limited to the use of zero-emission and renewable fuels, carbon capture and storage, electrification of equipment powered by zero-emission energy sources and utilization and availability of carbon offsets and carbon price outlook; Gibson's relationships with the communities in which it operates; climate-related estimates and scenarios and the accuracy thereof, including the cost of compliance with climate change legislation and the impact thereof on Gibson; the impact of emerging regulations on the nature of oil and gas operations, expenditures in the oil and gas industry, and demand for our products and services; the potential for goodwill and/or asset impairment; Gibson's ability to achieve its sustainability targets, the timing thereof and the impact thereof on Gibson; Gibson's future investments in new technologies and innovation and the return thereon; operating and borrowing costs, including those related to Gibson's sustainability programs; future capital expenditures to be made by Gibson, including its ability to place assets into service as currently planned and scheduled; Gibson's ability to obtain financing for its capital programs on acceptable terms; Gibson's ability to maintain a strong balance sheet and financial position; Gibson's future debt levels; inflation and changes to interest rates and their impact on Gibson; the impact of increasing competition on Gibson; the impact of changes in government policies on Gibson; the ability of Gibson and, as applicable, its partner(s), to construct and place assets into service and the associated costs of such projects; Gibson's ability to generate sufficient cash flow to meet Gibson's current and future obligations; Gibson's dividend policy; product supply and demand; Gibson's ability to re-negotiate contracts for its services on terms favorable to Gibson; the impact of future changes in accounting policies on Gibson's consolidated financial statements; Gibson's ability to successfully implement the plans and programs disclosed in Gibson's strategy and other assumptions inherent in management's expectations in respect of the forward-looking statements identified herein. Forward-looking 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. Although Gibson believes these statements to be reasonable, no assurance can be given that the results or events anticipated in these forward-looking statements will prove to be correct and such forward-looking statements included in this presentation should not be unduly relied upon. Actual results or events could differ materially from those anticipated in these forward-looking statements as a result of, among other things, failure to complete the Transaction in all material respects in accordance with the membership interest purchase agreement in respect of the Transaction, or at all; failure to obtain, in a timely manner, regulatory, stock exchange and other required approvals or satisfy other conditions in connection with the Equity Offering and the Transaction; failure to close the Equity Offering; failure to close the bridge financing facilities; failure to close the Debt Offerings; failure to realize the anticipated benefits of the Transaction; the materiality of the closing adjustments; unforeseen difficulties in integrating the assets acquired pursuant to the Transaction into Gibson's operations; unexpected costs or liabilities related to the Transaction and Gibson's ability to be indemnified or to access proceeds from insurance in respect thereof; risks related to the inaccuracy of information provided by the sellers of STLLC and STLLC in respect of the Transaction; the inaccuracy of financial and operational projections; the inaccuracy of pro forma information with respect to Gibson's business after giving effect to the Transaction; the availability and repayment of the bridge financing facilities; Gibson's failure to replace of the bridge financing facilities with net proceeds from the Equity Offering and the Debt Offerings as currently contemplated, or at all; risks associated with reliance on the sellers of STLLC following the Transaction; negative public perception as a result of the Transaction; increased indebtedness; the anticipated effect of the Transaction on Gibson's credit ratings; the effect of the Transaction on the consolidated capitalization of Gibson; increased exposure to risks relating to foreign exchange rates; risks related to adverse weather conditions, natural disasters, subsidence and coastal erosion; risks inherent in the businesses conducted by Gibson and STLLC; the effect of international or global events, including any governmental responses thereto on Gibson's business; the uncertainty of the pace and magnitude of the energy transition and the variation between jurisdictions; risks related to activism, terrorism or other disruptions to operations; competitive factors and economic conditions in the industries in which Gibson operates; prevailing global and domestic financial market and economic conditions; world-wide demand for crude oil and petroleum products; volatility of commodity prices, currency and interest rates fluctuations; product supply and demand; operating and borrowing costs and the accuracy of cost estimates, including those associated with Gibson's sustainability programs; the effect of reductions or increases in Gibson's borrowing costs; exposure to counterparties and partners, including ability and willingness of such parties to satisfy contractual obligations in a timely manner; future capital expenditures; capital expenditures by oil and gas companies; production of crude oil; decommissioning, abandonment and reclamation costs; changes to Gibson's business plans or strategy; Gibson's ability to access various sources of debt and equity capital, generally, and on terms acceptable to Gibson; changes in government policies, laws and regulations, including environmental and tax laws and regulations; competition for employees and other personnel, equipment, material and services related thereto; dependence on certain third parties, key suppliers and key personnel; reputational risks; acquisition and integration risks; risks associated with Indigenous relations; risks associated with the Hardisty DRU project; capital project delivery and success; risks associated with Gibson's use of technology, including attacks by hackers and/or cyberterrorists or breaches due to employee error, malfeasance or other disruptions, and any increased risk associated with increased remote access to Gibson's systems; ability to obtain regulatory approvals necessary for the conduct of Gibson's business; the availability and cost of employees and other personnel, equipment, materials and services; labour relations; seasonality and adverse weather conditions, including as a result of climate change and its impact on product demand, exploration, production and transportation; inherent risks associated with the exploration, development, production and transportation of crude oil and petroleum products; litigation risk; political developments around the world, including the areas in which Gibson operates; inflation, interest and foreign exchange rates; supply chain risks; the performance of assets; capital efficiencies and cost savings; the sufficiency of budgeted capital expenditures in carrying out planned activities; the development and execution of projects; prices of crude oil, natural gas, natural gas liquids and renewable energy; impact of Gibson's dividend policy on its future cash flows and estimated future dividends; capital project funding; the development and performance of technology and new energy efficient products, services and programs including but not limited to the use of zero-emission and renewable fuels, carbon capture and storage, electrification of equipment powered by zero-emission energy sources and utilization and availability of carbon offsets; the accuracy of assumptions relating to long-term energy future scenarios; carbon price outlook; the cooperation of joint venture partners in reaching the Net Zero by 2050 target; the power system transformation and grid modernization; levels of demand for Gibson's services and the rate of return for such services and other risks and uncertainties described in Gibson's Annual Information Form dated February 22, 2023, Annual Management's Discussion and Analysis dated February 21, 2023, Management's Discussion and Analysis dated May 1, 2023 and other documents Gibson files with the securities regulatory authorities from time to time, as filed on SEDAR and available on the Gibson website at www.gibsonenergy.com. Financial outlook and future-oriented financial information contained in this Presentation about prospective financial performance, financial position or cash flows 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 and is subject to the same risk factors, limitations and qualifications as set forth above. The financial information included in this Presentation, has been prepared by, and is the responsibility of, management. The purpose of the financial outlook and future-oriented financial information provided in this Presentation is to assist readers in understanding Gibson's expected financial results following completion of the Transaction, the Equity Offering and the Debt Offerings, and may not be appropriate for other purposes. The Company and its management believe that such financial information has been prepared on a reasonable basis, reflecting the best estimates and judgments, and that prospective financial information represents, to the best of management's knowledge and opinion, the Company's expected course of action. However, because this prospective information is highly subjective, it should not be relied on as necessarily indicative of past or future results, as the actual results may differ materially from those set forth in this Presentation. PricewaterhouseCoopers LLP expresses no opinion or any other form of assurance with respect to forward-looking information contained in this Presentation. The report of PricewaterhouseCoopers LLP to be incorporated by reference into the prospectus supplement of the Company to be filed on SEDAR in connection with the Equity Offerings relates to the historical annual consolidated financial statements as at and for the years ended December 31, 2022 and 2021 of Gibson only and does not extend to the forward-looing information and should not be read to do so. The forward-looking statements contained in this document represent Gibson's expectations as of the date hereof and are subject to change after such date. Gibson disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable laws. Readers are cautioned that the foregoing lists are not exhaustive. For a full discussion of our material risk factors, see "Risk Factors" in Gibson's Annual Information Form dated February 22, 2023, and Management's Discussion and Analysis dated May 1, 2023 as filed on SEDAR and available on the Gibson website at www.gibsonenergy.com. EXPANDING CORE TERMINALS FOOTPRINT 16