Press Release
CALGARY, AB, April 30, 2026 – SECURE Waste Infrastructure Corp. (“SECURE” or the “Corporation”) (TSX: SES), a leading waste management and energy infrastructure company, reported today its operational and financial results for the three months ended March 31, 2026, and provided an update on its 2026 business outlook and the previously announced Transaction with GFL.
“SECURE delivered a strong start to 2026, as we continue to execute our strategy of driving growth across our core business,” said Allen Gransch, President and Chief Executive Officer. “We generated $137 million of Adjusted EBITDA in the quarter, up 13% year-over-year and 21% per basic share, as we continue to focus on all four of our core growth pillars: volumes, pricing, capital projects, and acquisitions.”
“Reflecting this strong execution and continued visibility across our business, we now expect results to trend toward the high end of our 2026 Adjusted EBITDA(1) guidance range. We are also increasing our expected growth capital investment to approximately $100 million, up from $75 million, to advance high-return infrastructure projects supported by strong customer demand across Western Canada.”
“Over the past several years, SECURE has proven it is a high-quality, infrastructure-backed waste platform with stable, recurring cash flows, low volatility and industry-leading margins. The Transaction with GFL delivers compelling value to SECURE shareholders, recognizing the underlying strength of the business today, while positioning shareholders to participate in the next phase of growth through ownership in a larger, scaled platform with a clear path to long-term value creation. The Transaction has the full support of SECURE’s Board of Directors, the special committee of independent directors of the Board of Directors (the “Special Committee”) and two of its largest shareholders, and we encourage all other shareholders to vote in favour at the Meeting on May 27, 2026.”
FIRST QUARTER RESULTS
During the quarter, SECURE advanced several key organic growth initiatives, including:
The Corporation is now expecting growth capital investment of approximately $100 million in 2026 (from $75 million previously), reflecting the timing acceleration of previously announced projects, as well as incremental rail cars to support metals recycling logistics.
Additional highlights:
The Corporation’s first quarter results were achieved against a backdrop of lower oil prices for the majority of the period, prior to the recent strengthening in commodity prices. Despite this environment, SECURE continued to demonstrate strong Adjusted EBITDA and free cash flow generation, underscoring the strength of its business model.
Year-over-year performance reflects the contribution from prior year growth capital deployment, including the Clearwater Phase 3 expansion, commissioned in the second quarter of 2025, and a greenfield produced water disposal facility in the Montney, commissioned in the fourth quarter of 2025. Results also benefited from the Edmonton metals recycling acquisition in the first quarter of 2025. These contributions were partially offset by lower field activity as customer capital budgets were set in a lower commodity price environment entering 2026.
Revenue trends in the quarter reflect ongoing portfolio optimization, with a continued shift toward higher-margin waste streams. This focus on business mix, combined with disciplined pricing and continued cost efficiencies, supported EBITDA and margin expansion despite more moderate top-line growth.
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1) |
Non-GAAP financial measure or Non-GAAP ratio. Refer to the “Non-GAAP and other specified financial measures” section herein. |
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2) |
Calculated in accordance with the Corporation’s credit facility agreements. Refer to the Q1 2026 Management’s Discussion and Analysis (“MD&A”). |
STABILITY ACROSS OIL PRICE ENVIRONMENTS
While global energy markets have experienced recent volatility, SECURE’s business remains largely insulated from short-term commodity price fluctuations. The Corporation’s infrastructure-backed model is supported by long-cycle production activity, generating stable, recurring waste streams tied to ongoing operations rather than changes in oil prices.
SECURE’s cash flows are primarily tied to production and industrial activity, which continue to grow at a steady pace of approximately 3% annually. This activity is underpinned by long-life wells, competitive producer economics across the Western Canadian Sedimentary Basin, and mandated reclamation and remediation spending.
Meaningful changes in activity typically require sustained shifts in macroeconomic conditions, as customer capital programs adjust only modestly within a given year. Near-term upside is constrained by equipment and labour availability, while downside is moderated as operators manage production declines and downstream commitments.
Overall, the business is built on low volatility, and waste volumes and demand for SECURE’s services remain stable across commodity cycles, reinforcing the predictability of the Corporation’s earnings.
2026 OUTLOOK AND GUIDANCE UPDATE
SECURE’s 2026 guidance was established using an assumed oil price of approximately US$65/bbl. While current expectations are for oil prices to average closer to US$80/bbl, the impact on financial performance remains modest, with results expected to trend toward the high end of the previously guided Adjusted EBITDA range of $520 to $550 million. This approximate 3% uplift from the midpoint reflects the Corporation’s low direct exposure to commodity prices.
The recent increase in oil prices is not expected to materially impact customer activity or waste volumes in the near term. Any upside from incremental industrial and crude oil activity would require sustained price stability and is more likely to emerge as a tailwind in 2027.
LONGER-TERM GROWTH OUTLOOK
SECURE’s growth is underpinned by four key pillars: volumes, pricing, organic projects, and mergers and acquisitions.
Volume growth is expected to track approximately 3% annually, in line with Western Canadian Sedimentary Basin production forecasts, where increased production drives higher waste volumes, greater demand for specialty chemicals, and incremental terminalling and optimization activity. This outlook is supported by resilient producer economics, improving market access, increasing regulatory requirements, and the continued buildout of LNG export capacity, which is expected to drive incremental natural gas production over time.
SECURE also expects disciplined pricing to contribute to growth, with rate increases in line with or ahead of inflation and additional pricing power in capacity-constrained markets.
Organic growth remains a key driver and is enabled through SECURE’s capital program. The Corporation expects to deploy approximately $100 million of growth capital annually, generating roughly $20 million of incremental Adjusted EBITDA, consistent with historical returns. This capital is expected to be directed toward high-return, infrastructure-led projects in constrained regions, supported by a robust and replenishing pipeline of opportunities.
Altogether, these drivers support a high single-digit compound annual growth profile, with additional upside from disciplined M&A aligned with SECURE’s infrastructure-focused strategy.
TRANSACTION PROCESS AND NEXT STEPS FOR SHAREHOLDERS
On April 13, 2026, GFL and SECURE announced that they have entered into an arrangement agreement (the “Arrangement Agreement”), pursuant to which GFL has agreed to acquire all of the issued and outstanding common shares of SECURE.
Under the terms of the Transaction, SECURE shareholders can elect to receive $24.75 in cash, 0.4195 of a subordinate voting share in the capital of GFL, or $4.95 in cash and 0.3356 of a subordinate voting share in the capital of GFL for each SECURE common share, subject to rounding and proration, as applicable, as set forth in the plan of arrangement (the form of which is attached as Schedule “A” to the Arrangement Agreement), such that the aggregate consideration paid to SECURE shareholders will consist of 80% GFL subordinate voting shares and 20% cash.
Shareholders must submit a letter of transmittal and election form to receive their elected consideration; those who do not make an election will receive the default combination option.
The Board of Directors and the Special Committee have unanimously recommended that shareholders vote in favour of the transaction. Additionally, two of SECURE’s largest shareholders, the Board of Directors and SECURE’s named executive officers have executed Voting Support Agreements in favour of the Transaction, representing a base of support in excess of 21% of SECURE shareholders. In making its recommendation, the Board of Directors, together with the Special Committee, carefully considered a number of strategic, financial and market factors, including the following:
Reasons for the Transaction:
Next Steps:
Shareholders are encouraged to participate in the process and ensure their shares are represented at the Meeting. The Transaction remains subject to court and regulatory approvals and is expected to close in the second half of 2026.
Shareholders are encouraged to vote well in advance of the Meeting, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to shareholders together with the management information circular. Further details and voting instructions can be found in the Circular under the section entitled “General Proxy Matters”.
The deadline for shareholders to return their completed proxies or voting instruction forms is Monday, May 25, 2026 at 10:00 a.m. (Calgary time) or, if the Meeting is adjourned or postponed, no less than 48 hours (excluding Saturdays, Sundays and holidays in the Province of Alberta) prior to the commencement of the reconvened Meeting.
SECURE’s performance continues to highlight the strength of its infrastructure-based model, characterized by long-life, permitted assets, high barriers to entry, and stable, recurring waste volumes. Supported by a highly attractive Western Canadian market – with resilient production, improving market access, and increasing environmental regulation – these structural tailwinds provide strong visibility into future growth.
As part of GFL, SECURE will benefit from enhanced scale, a broader integrated platform, and increased access to capital, positioning the business to accelerate organic growth, expand its infrastructure network, and capture additional waste streams, further reinforcing its long-term value creation potential.
Additional details are available in the Arrangement Agreement, a copy of which has been filed on SECURE’s profile on SEDAR+ at www.sedarplus.ca and in the management information circular of SECURE dated April 24, 2026 and accompanying meeting materials for the Meeting, copies of which have been filed on SECURE’s profile on SEDAR+ at www.sedarplus.ca and on the Corporation’s website www.secure.ca.
SHAREHOLDER QUESTIONS AND VOTING ASSISTANCE
If you have any questions or require voting assistance, please contact SECURE’s proxy solicitation agent:
Laurel Hill Advisory Group
Toll-free calls in North America at 1-877-452-7184 (1-416-304-0211 outside North America)
Text message by texting “INFO” to 416-304-0211 or 1-877-452-7184
Email at assistance@laurelhill.com
FIRST QUARTER AND YEAR-END 2025 CONFERENCE CALL
SECURE will host a conference call on Thursday, April 30, 2026, at 9:00 a.m. MST to discuss the first quarter 2026 results. To participate in the conference call, dial 437-900-0527 or toll free 1-888-510-2154. To access the simultaneous webcast, please visit www.secure.ca/financial-statements-and-events. For those unable to listen to the live call, a taped broadcast will be available at www.secure.ca and, until midnight MST on Thursday, May 7, 2026, by dialing 1-888-660-6345 and using the pass code 89918#.
ABOUT SECURE
SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta, with an extensive network of assets across western Canada and North Dakota. Through its Waste Management segment, SECURE operates long-life, permitted processing, recovery, and disposal infrastructure that supports the safe, efficient, and environmentally responsible management of waste from energy and industrial activity, including the recycling of metals and recovered oil and the use of specialty chemical solutions to reduce waste intensity and improve operational efficiency. SECURE’s Energy Infrastructure segment includes crude oil pipelines, terminals, and storage facilities that optimize, store, and transport crude oil to market, enhancing customer value through product quality optimization, improved pricing, and reduced emissions while protecting the environment.
SECURE’s shares trade under the symbol SES and are listed on the Toronto Stock Exchange.
NON-GAAP AND OTHER SPECIFIED FINANCIAL MEASURES
The Corporation uses accounting principles that are generally accepted in Canada (the issuer’s “GAAP”), which includes International Financial Reporting Standards (“IFRS”). This news release contains certain measures that are considered “specified financial measures” (being either “non-GAAP financial measures”, “non-GAAP ratios”, “capital management measures” or “supplementary financial measures”, as applicable) as defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosures, including: Adjusted EBITDA and Discretionary Free Cash Flow (non-GAAP financial measures); Adjusted EBITDA per basic share (non-GAAP ratio); Discretionary Free Cash Flow per basic share (non-GAAP ratio); and Total Debt (capital management measure), which do not have any standardized meaning as prescribed by IFRS. These measures are intended as a complement to results provided in accordance with IFRS. The Corporation believes these measures provide additional useful information to analysts, shareholders and other users to understand the Corporation’s financial results, profitability, cost management, liquidity and ability to generate funds to finance its operations.
However, these measures should not be used as an alternative to IFRS measures because they are not standardized financial measures under IFRS and therefore might not be comparable to similar financial measures disclosed by other companies. See the “Non-GAAP and other specified financial measures” section of the Corporation’s MD&A for the three months ended March 31, 2026 and 2025 for further details, which is incorporated by reference herein and available on SECURE’s profile at www.sedarplus.ca and on our website at www.secure.ca.
Adjusted EBITDA and Adjusted EBITDA per basic share
Adjusted EBITDA is calculated as noted in the table below and reflects items that the Corporation considers appropriate to adjust given the irregular nature and relevance to comparable operations. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA per basic share is defined as Adjusted EBITDA divided by basic weighted average common shares. For the three months ended March 31, 2026 and 2025, transaction and related costs have been adjusted as they are costs outside the normal course of business.
The following table reconciles the Corporation’s net income, being the most directly comparable financial measure disclosed in the Corporation’s financial statements, to Adjusted EBITDA for the three months ended March 31, 2026 and 2025.
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Three months ended March 31, |
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2026 |
2025 |
% Change |
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Net income |
35 |
38 |
(8) |
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Adjustments: |
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Depreciation, depletion and amortization (1) |
51 |
45 |
13 |
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Share-based compensation (2) |
19 |
10 |
90 |
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Transaction and related costs |
— |
4 |
(100) |
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Interest, accretion and finance costs |
21 |
14 |
50 |
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Other income |
(7) |
(1) |
600 |
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Current tax expense |
11 |
15 |
(27) |
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Deferred tax expense (recovery) |
— |
(3) |
(100) |
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Unrealized loss (gain) on mark to market transactions (3) |
7 |
(1) |
(800) |
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Adjusted EBITDA |
137 |
121 |
13 |
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(1) |
Included in cost of sales and/or general and administrative (“G&A”) expenses on the Consolidated Statements of Comprehensive Income. |
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(2) |
Included in G&A expenses on the Consolidated Statements of Comprehensive Income |
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(3) |
Includes amounts reported in revenue on the Consolidated Statements on Comprehensive Income. |
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Discretionary free cash flow and Discretionary free cash flow per basic share
Discretionary free cash flow is defined as funds flow from operations adjusted for sustaining capital expenditures, and lease payments. The Corporation may deduct or include additional items in its calculation of discretionary free cash flow that are unusual, non-recurring, or non-operating in nature. Discretionary Free Cash Flow per basic share is defined as discretionary free cash flow divided by basic weighted average common shares. For the three months ended March 31, 2026 and 2025, transaction and related costs have been adjusted as they are costs outside the normal course of business.
The following table reconciles the Corporation’s funds flow from operations, being the most directly comparable financial measure disclosed in the Corporation’s financial statements, to discretionary free cash flow.
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Three months ended March 31, |
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2026 |
2025 |
% Change |
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Funds flow from operations |
101 |
81 |
25 |
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Adjustments: |
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Sustaining capital (1) |
(6) |
(11) |
(45) |
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Lease liability principal payments |
(7) |
(7) |
— |
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Transaction and related costs |
— |
4 |
(100) |
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Discretionary free cash flow |
88 |
67 |
31 |
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(1) The Corporation classifies capital expenditures as either growth, acquisition or sustaining capital. Refer to “Operational Definitions” in the MD&A for further information. |
FINANCIAL STATEMENTS AND MD&A
The Corporation’s consolidated financial statements and notes thereto and MD&A for the three months ended March 31, 2026 and 2025 are available on SECURE’s website at www.secure.ca and on SEDAR+ at www.sedarplus.ca.
For further information: Allen Gransch, President and Chief Executive Officer; Chad Magus, Chief Financial Officer, Phone: (403) 984-6100, Email: ir@secure.ca
IBF4
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