ANNUAL INFORMATION FORM
For the year ended December 31, 2025
February 19, 2026TABLE OF CONTENTS
GENERAL MATTERS .- 2 -
Forward-Looking Statements .......................- 2 -Non-GAAP and Other Financial Measures ...- 4 -
CORPORATE STRUCTURE .............................- 5 -
Name, Address and Incorporation ...............- 5 -
Intercorporate Relationships .......................- 5 -
GENERAL DEVELOPMENT OF THE BUSINESS - 6
-Three Year History .......................................- 6 -
DESCRIPTION OF THE BUSINESS AND INFRASTRUCTURE ........................................- 9 -
Waste Management ...................................- 10 -
BUSINESS STRATEGY..................................- 18 -
Driving Stable, Recurring Revenue Growth Across its Existing Platform........................- 18 -
Disciplined Capital Investments .................- 18 -Strategic Acquisitions ................................- 18 -Environmental and Social Policies .............- 19 -
INDUSTRY FACTORS ...................................- 19 -
Market for Services ....................................- 19 -
Competition...............................................- 21 -
Seasonality of Operations ..........................- 22 -
Regulatory Environment ............................- 22 -
Management and Employees.....................- 27 -
RISK FACTORS.............................................- 27 -
Business Risks...........................................- 28 -
DIVIDENDS AND DISTRIBUTIONS...............- 48 -DESCRIPTION OF CAPITAL STRUCTURE ....- 49 -
General Description of Capital Structure ....- 49 -Common Shares ........................................- 49 -
Preferred Shares .......................................- 49 -
Material Indebtedness ...............................- 49 -Ratings ......................................................- 51 -
PRICE RANGE AND TRADING VOLUMES .... - 52 -DIRECTORS AND EXECUTIVE OFFICERS .... - 53 -
Executive Officers . - 54 -
Directors ................................................... - 54 -
Cease Trade Orders, Bankruptcies, Penalties or Sanctions .................................................. - 56 -
Conflicts of Interest ................................... - 57 -
LEGAL PROCEEDINGS AND REGULATORY ACTIONS ...................................................... - 57 -
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................ - 57 -
AUDITOR, TRANSFER AGENT AND REGISTRAR -58 -
AUDIT COMMITTEE INFORMATION ............ - 59 -
Composition of the Audit Committee ......... - 59 -Pre-Approval Policies and Procedures....... - 60 -External Auditor Service Fees .................... - 60 -
MATERIAL CONTRACTS .............................. - 60 -
Shareholder Agreement ............................ - 60 -
INTERESTS OF EXPERTS ............................. - 61 -
ADDITIONAL INFORMATION ....................... - 61 -MANDATE OF THE AUDIT COMMITTEE ...... - 61 -
Objectives ................................................. - 61 -
Oversight Function .................................... - 61 -
Composition .............................................. - 62 -
Meetings and Minutes ............................... - 62 -Scope, Duties and Responsibilities ............ - 63 -Communication, Authority to Engage Advisors and Expenses ............................................ - 67 -
GENERAL MATTERS
Forward-Looking Statements
Certain statements contained or incorporated by reference in this AIF constitute "forward-looking statements and/or "forward-looking information" within the meaning of applicable securities laws (collectively referred to as "forward-looking statements"). When used in this AIF, the words "achieve", "advance", "anticipate", "believe", "can be", "capacity", "commit", "continue", "could", "deliver", "drive", "enhance", "ensure",
"estimate", "execute", "expect", "focus", "forecast", "forward", "future", "goal", "grow", "integrate", "intend", "may", "maintain", "objective", "ongoing", "opportunity", "outlook", "plan", "position", "potential", "prioritize", "realize", "remain", "result", "seek", "should", "strategy", "target", "will", "would" and similar expressions, as they relate to SECURE Waste Infrastructure Corp. ("SECURE" or "the Corporation") or its management, are intended to identify forward-looking statements. Such statements reflect the current views of SECURE and speak only as of the date of this AIF. Specific forward-looking statements in this AIF include, but are not limited to: SECURE's business plans and outlook; the solutions SECURE provides and expected benefits derived therefrom, including reducing costs and environmental and safety related benefits; that the Corporation's business strategy will continue to focus on increasing revenue from recurring sources and long-term contracts; the Corporation's growth strategy and that it is designed to deliver sustainable growth, strong free cash flow generation, and long-term shareholder value; expectations regarding customer retention; SECURE's approach to capital investment and capital decisions, including the expectation that it can create the greatest long-term value and supports SECURE's growth while maintaining financial flexibility; the Corporation's growth strategy and capital allocation priorities, including shareholder returns through paying a regular dividend and opportunistically repurchasing Common Shares; environmental and social goals; expectations regarding demand for SECURE's products and services; and statements pertaining to the quantum of damages which may be determined to have been suffered by SECURE as a result of the infringement by CES, SECURE's infringement claim against CES and the potential outcomes of such claim, including the potential recovery of damages or profits of such infringement claim and the ability of SECURE to protect and enforce its intellectual property rights.
Forward-looking statements are based on certain assumptions that the Corporation has made in respect thereof as at the date of this AIF regarding, among other things: SECURE's expectations and priorities for 2026 and beyond and its ability to achieve such priorities; economic and operating conditions, including commodity prices, crude oil and natural gas storage levels, interest rates, exchange rates, and inflation; the ability to enter into signing agreements with customers to backstop the investments and acquisition opportunities present; continued demand for the Corporation's infrastructure services and activity linked to long-term and recurring projects; the changes in market activity and growth will be consistent with industry activity in Canada and the United States ("U.S.") and growth levels in similar phases of previous economic cycles; infrastructure developments in Western Canada; increased capacity and stronger pricing with access to global markets through new infrastructure; the impact of any pandemic or epidemic and geopolitical events, including government responses related thereto and their impact on global energy pricing, oil and gas industry exploration and development activity levels and production volumes; the ability of the Corporation to realize the anticipated benefits of acquisitions or dispositions; anticipated sources of funding being available to SECURE on terms favourable to SECURE; the success of the Corporation's operations and growth projects; the impact of seasonal weather patterns; the Corporation's competitive position, operating, acquisition and sustaining costs remaining substantially unchanged; the Corporation's ability to attract and retain customers; that the Corporation can maintain its existing contracts on substantially the same terms; that counterparties comply with contracts in a timely manner; the ability of the Corporation to achieve its key priorities, including, but not limited to, by growing the volumes handled across the network, investing capital in infrastructure that has contracted and/or recurring cash flows and optimizing the assets of its business to maximize free cash flow; increasing stability of cash flows to reduce the risk of the Corporation's investments; forecast taxable income, existing tax pools and planned capital expenditures; that there are no unforeseen events preventing the performance of contracts or the completion and operation of the relevant facilities; that there are no unforeseen material costs in relation to the Corporation's facilities and operations; that prevailing regulatory, tax and environmental laws and regulations apply or are introduced as expected, and the timing of such introduction; increases to the Corporation's share price and market capitalization over the long-term; disparity between the Corporation's share price and the
fundamental value of the business; the Corporation's ability to repay debt and return capital to shareholders; credit ratings; the Corporation's ability to obtain and retain qualified personnel (including those with specialized skills and knowledge), technology and equipment in a timely and cost-efficient manner; the Corporation's ability to access capital and insurance; operating and borrowing costs, including costs associated with the acquisition and maintenance of equipment and property, and the ability of the Corporation and its subsidiaries to successfully market its services in Western Canada and the U.S.; Environment, Social, and Governance ("ESG"), sustainability and environmental considerations in the oil and gas industry; the impacts of climate-change on the Corporation's business; the current business environment remaining substantially unchanged; present and anticipated programs and expansion plans of other organizations operating in the oil and gas industry resulting in an increased demand for the Corporation's and its subsidiaries' services; future acquisition and maintenance costs; the Corporation's ability to achieve its ESG and sustainability targets and the costs associated therewith; and other risks and uncertainties described in this AIF and from time to time in filings made by SECURE with securities regulatory authorities.
Many of these factors, expectations and assumptions are based on management's knowledge and experience in the industry and on public disclosure of industry participants and analysts relating to anticipated exploration and development programs of oil and natural gas producers, the effect of changes to regulatory, taxation and royalty regimes, expected industry equipment utilization in the Western Canadian Sedimentary Basin ("WCSB") and certain regions of the U.S., and other matters. The Corporation believes that the material factors, expectations and assumptions reflected in the forward-looking statements and information are reasonable; however, no assurances can be given that these factors, expectations and assumptions will prove to be correct.
Forward-looking statements involve significant known and unknown risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including, but not limited to, those factors discussed below and under the heading "Risk Factors" herein and those discussed in the Corporation's Management's Discussion & Analysis for the year-ended December 31, 2025 ("MD&A"), SECURE's most recent information circular and quarterly reports, material change reports, business acquisition reports and news releases, and other documents the Corporation files with securities regulators from time to time. The Corporation cannot assure investors that actual results will be consistent with the forward-looking statements and readers are cautioned not to place undue reliance on them.
The Corporation's actual results could differ materially from those anticipated in such forward-looking statements as a result of the risk factors set forth below and elsewhere in this document including, but not limited to: general global financial conditions, including general economic conditions in Canada and the U.S.; the effect of any tariffs currently imposed, including the delay or escalation of any such tariffs, or the implementation of any new or additional tariffs, surtaxes, export bans, or other restrictive trade measures or countermeasures affecting international trade, including between the U.S. and Canada; the effect of any pandemic or epidemic, inflation and geopolitical events and governmental responses thereto on economic conditions, commodity prices and the Corporation's business and operations; changes in the level of capital expenditures made by oil and natural gas producers and the resultant effect on demand for waste and energy infrastructure during drilling and completion of oil and natural gas wells; volatility in market prices for oil and natural gas and the effect of this volatility on the demand for waste and energy infrastructure generally; a transition to alternative energy sources; the Corporation's inability to retain customers; risks inherent in the energy industry, including physical climate-related impacts; the Corporation's ability to generate sufficient cash flow from operations to meet its current and future obligations; the seasonal nature of the oil and gas industry; increases in debt service charges including changes in the interest rates charged under the Corporation's current and future debt agreements; inflation and supply chain disruptions; the Corporation's ability to access external sources of debt and equity capital and insurance; disruptions to its operations resulting from events out of its control; exposure to, and the resolution of, significant litigation, the process, resources, cost, results, timing and impact of such litigation, including in respect of any appeals, on the Corporation's future plans and results, the Corporation's ability to successfully appeal adverse outcomes of such litigation and the timing, determination and recovery of amounts related to such litigation as well as the Corporation's ability to collect any judgment awarded and the timing thereof; the timing and amount of stimulus packages and government
grants relating to site rehabilitation programs; the cost of compliance with and changes in legislation and the regulatory and taxation environment, including uncertainties with respect to implementing binding targets for reductions of emissions and the regulation of hydraulic fracturing services and services relating to the transportation of dangerous goods; uncertainties in weather and temperature affecting the duration of the oilfield service periods and the activities that can be completed; ability to maintain and renew the Corporation's permits and licenses which are required for its operations; competition; impairment losses on physical assets; sourcing, pricing and availability of raw materials, consumables, component parts, equipment, suppliers, facilities, and skilled management, technical and field personnel; unplanned capital expenditures; the Corporation's ability to effectively complete acquisition and divestiture transactions on acceptable terms or at all; failure to realize the benefits of acquisitions or dispositions and risks related to the associated business integration; risks related to a new business mix and significant shareholder; liabilities and risks, including environmental liabilities and risks, inherent in SECURE's operations; the Corporation's ability to invest in and integrate technological advances and match advances of its competition; the viability, economic or otherwise, of such technology; credit, commodity price and foreign currency risk to which the Corporation is exposed in the conduct of its business; compliance with the restrictive covenants in the Corporation's current and future debt agreements; the Corporation's or its customers' ability to perform their obligations under long-term contracts; misalignment with its partners and the operation of jointly owned assets; the Corporation's ability to source products and services on acceptable terms or at all; the Corporation's ability to retain key or qualified personnel, including those with specialized skills or knowledge; uncertainty relating to trade relations and associated supply disruptions; the effect of changes in government and actions taken by governments in jurisdictions in which the Corporation operates, including in the U.S.; the effect of climate change, and related activism, on its operations and ability to access capital and insurance; the effects of the introduction of greenwashing regulations in the jurisdictions in which SECURE operates; cyber security and other related risks; the Corporation's ability to bid on new contracts and renew existing contracts; potential closure and post-closure costs associated with landfills operated by the Corporation; the Corporation's ability to protect its proprietary technology and its intellectual property rights; third parties infringing on the intellectual property rights of the Corporation and the Corporation's ability to protect such rights, including the cost and outcome of such protection measures; legal proceedings and regulatory actions to which the Corporation may become subject, including in connection with any claims for infringement of third parties' intellectual property rights, and the outcome of such proceedings and actions; the Corporation's ability to meet its ESG and sustainability targets or goals and the costs associated therewith; claims by, and consultation with, Indigenous Peoples in connection with project approvals; disclosure controls and internal controls over financial reporting; and other risk factors identified in this AIF and from time to time in filings made by the Corporation with securities regulatory authorities. Many of these factors are discussed in further detail throughout this document.
Although forward-looking statements contained in this AIF are based upon what the Corporation believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this document are made as of the date hereof and are expressly qualified by this cautionary statement. Unless otherwise required by law, SECURE does not intend or assume any obligation, to update these forward-looking statements.
Non-GAAP and Other Financial Measures
This AIF contains certain specified financial information that does not have a standardized meaning as prescribed under International Financial Reporting Standards ("IFRS"), which are also generally accepted accounting principles ("GAAP") for publicly accountable entities in Canada, and, therefore, are considered non-GAAP financial measures. These measures are described and presented in order to provide information regarding the Corporation's financial results, liquidity, and its ability to generate funds to finance its operations. These measures should not be used as an alternative to IFRS measures because they may not be comparable to similar financial measures used by other companies. These non-GAAP financial measures, and other specified financial measures used by the Corporation, are further explained and reconciled to the equivalent IFRS measures in the Non-GAAP and Other Financial Measures section of the Corporation's MD&A for the three and twelve months ended December 31, 2025 (available on the Corporation's profile on SEDAR+ at www.sedarplus.ca), which section is incorporated by reference herein.
CORPORATE STRUCTURE
Name, Address and Incorporation
SECURE Energy Services Inc. was amalgamated on April 24, 2007, in accordance with the Business Corporations Act (Alberta) ("ABCA"), and is the successor entity to 1232711 Alberta Ltd. On July 2, 2021, SECURE completed its acquisition of Tervita Corporation ("Tervita"), and Tervita was amalgamated with SECURE by way of a short-form vertical amalgamation under the ABCA. On January 1, 2025, SECURE Energy Services Inc. changed its name to SECURE Waste Infrastructure Corp.
The head office of the Corporation is located at 2300, 225 - 6th Avenue S.W., Calgary, Alberta, Canada, T2P 1N2. The registered office of the Corporation is located at 4000 - 421 7th Avenue S.W., Calgary, Alberta, Canada T2P 4K9.
SECURE is a publicly traded waste management and energy infrastructure business. SECURE's Common Shares ("Common Shares") are listed on the Toronto Stock Exchange ("TSX") under the symbol "SES" and are included as a constituent of the S&P/TSX Composite Index.
Intercorporate Relationships
The following diagram provides the name and jurisdiction of significant subsidiaries of the Corporation as at December 31, 2025.
Other than those listed above, none of SECURE's subsidiaries individually had total assets that exceeded 10% of SECURE's consolidated assets as at December 31, 2025, or annual revenues that exceeded 10% of SECURE's annual revenues for the year ended December 31, 2025. In aggregate, SECURE's subsidiaries and partnerships not listed above did not exceed 20% of the Corporation's total consolidated assets or total consolidated revenues as at, and for the year ended, December 31, 2025.
GENERAL DEVELOPMENT OF THE BUSINESS
SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. See "Description of the Business and Facilities" for a description of SECURE's business.
SECURE's extensive infrastructure network, located throughout Western Canada and North Dakota, includes waste processing, industrial waste services and transfer facilities, industrial landfills, metals recycling facilities, crude oil and water gathering pipelines, crude oil terminals, and storage facilities. Through this infrastructure network, SECURE carries out its principal business operations, including the collection, processing, recovery, recycling, and disposal of waste streams generated by its energy and industrial customers and gathering, optimization, terminalling and storage of crude oil and natural gas liquids. The solutions SECURE provides are designed not only to help reduce costs, but also to lower emissions, increase safety, manage water, recycle by-products and protect the environment.
Three Year History
The following summary highlights some key developments in the Corporation's business over the last three completed financial years and more recently, as applicable.
2025
Operations
Over the past 5 years, the Corporation has transitioned from a full-service energy services company to a specialized waste management and energy infrastructure provider. On January 1, 2025, SECURE formally changed its name to SECURE Waste Infrastructure Corp. to better reflect its core business activities.
In 2025, the Corporation continued to execute its organic growth strategy across its waste management and energy infrastructure networks.
The Corporation advanced several growth projects during the year, including the continued expansion of its water infrastructure network in the Alberta Montney region. Capital investments were directed toward a new pipeline-connected water disposal facility and expansions to existing facilities and pipelines to accommodate the growing volumes of customers. The new facility became operational in the fourth quarter of 2025, with additional expansions targeted for early 2026.
The Corporation also progressed the expansion of the Clearwater heavy oil terminal and gathering infrastructure to support incremental clean heavy oil delivery and to add treating capabilities for trucked-in emulsion volumes. The terminal has a total capacity of approximately 75,000 barrels of oil per day.
In addition, the Corporation reopened a previously suspended industrial waste processing facility in Alberta's Industrial Heartland to meet local demand. During 2025, the Corporation continued to invest expansion capital in the facility, which included upgrades to critical infrastructure to increase capacity and allow for broader waste acceptance and treatment, with operations expected to recommence in the second quarter of 2026.
Throughout the year, the Corporation continued to optimize its waste infrastructure network through debottlenecking initiatives, throughput improvements, and operating efficiencies, and invested in incremental rail cars, bringing SECURE's owned fleet to approximately 200 rail cars to support its metals recycling operations.
On January 31, 2025, the Corporation completed the acquisition of a metals recycling business in Edmonton, Alberta, establishing a new hub for its metals recycling network. The acquisition strengthened the business through the vertical integration of a mega shredder and increased the diversification of scrap supply from residential and industrial waste streams. During 2025, conditions in the metals recycling business were challenging due to soft Canadian demand, driven by tariffs on finished steel products sold into the U.S., foreign oversupply, and broader macroeconomic caution limiting new steel production. These factors reduced domestic sales and led to a build-up of ferrous inventory. The Corporation was able to leverage its customer relationships and rail car fleet to redirect approximately 95% of its shipments to stronger U.S. markets, where scrap metal remains exempt from tariffs.
Debt Transactions
On May 12, 2025, the Corporation entered into a first amending agreement to the amended and restated credit agreement in respect of its Senior Secured Revolving Credit Facility (as defined herein) (as amended, the "Revolving Credit Facility"), increasing the total facility size from $800 million to $900 million and extending the maturity to May 31, 2028.
On November 20, 2025, the Corporation closed an offering of $300 million aggregate principal amount of 5.75% senior unsecured notes due November 20, 2032 (the "2032 Unsecured Notes") at an issue price of
$1,000 per $1,000 principal amount of 2032 Unsecured Notes, representing a yield of 5.75% (the "2025 Offering"). The Corporation used the net proceeds of the 2025 Offering to repay existing indebtedness under the Revolving Credit Facility and for general corporate purposes.
Share Transactions
The Corporation completed a substantial issuer bid ("SIB") on May 20, 2025, repurchasing 9,382,390 Common Shares at a price of $14.50 per share, representing an aggregate purchase price of
$136 million.
During 2025, the Corporation repurchased and cancelled 9,606,900 Common Shares at a weighted average price of $15.30 per share for $147 million under the normal course issuer bid ("NCIB"). In total, the Corporation repurchased approximately 8% of its issued and outstanding shares under the NCIB and SIB in 2025.
On December 15, 2025, the Corporation renewed the previous NCIB. Pursuant to the renewed NCIB, the Corporation may repurchase, from time to time, up to a maximum of 19,074,068 Common Shares, representing approximately 8.8% of the 217,786,535 Common Shares outstanding as at December 5, 2025, or 10% of the Corporation's public float. The current NCIB period commenced on December 18, 2025, and will end on December 17, 2026, or such earlier date as the NCIB is completed or is terminated at the Corporation's election.
Subsequent to December 31, 2025, the Corporation repurchased 985,072 additional shares at a weighted average price per share of $17.26, for a total of $17 million.
Dividends
The Corporation declared dividends to holders of Common Shares for the year ended December 31, 2025, in the aggregate amount of $89 million.
Voluntary Change in Accounting Policy
To facilitate marketing, trading and optimization activities, the Corporation enters into buy and sell physically settled commodity contracts for crude oil, natural gas liquids, and other commodities, which are settled through receipt or delivery of the underlying commodity. Historically, the Corporation presented the gross proceeds from these commodity sales contracts as revenue from contracts with customers and the related commodity purchase costs in cost of sales.
With respect to the accounting policy described above, the Corporation has made the following voluntary change in accounting policy, applied retrospectively: the Corporation will present on a net basis in revenue, gains and losses on physically settled commodity contracts that are accounted for at fair value through profit or loss. This voluntary change in accounting policy was made to provide financial information that is reliable and more relevant by: (a) better aligning the presentation of revenue with the Corporation's business model and how performance is evaluated; and (b) improving comparability with industry practice for entities with similar business models.
The consolidated financial statements have been restated to reflect adjustments made as a result of this voluntary change in accounting policy. There is no impact to the consolidated statements of financial position, changes in shareholders' equity and cash flows for the current or any historic reporting period. The impact of the voluntary change in accounting policy can be found in the Accounting Policies section of the Corporation's
MD&A for the three and twelve months ended December 31, 2025 (available on the Corporation's profile on SEDAR+ at https://www.sedarplus.ca), which section is incorporated by reference herein.
2024
Operations
On February 1, 2024, the Corporation completed the divestiture of 29 facilities, all of which were formerly owned by Tervita Corporation, to a subsidiary of Waste Connections, Inc. named R360 Environmental Solutions Canada Inc. ("R360"), for total cash proceeds of $1.15 billion (the "Sale Transaction").
Operationally, the Corporation made additional capital investments to expand capacity at its Clearwater heavy oil terminal, which began operations in Q4 2023, with further capacity increases achieved in Q3 2024 (Phase 2).
The Corporation also invested in processing equipment for Phase 3 at the Clearwater heavy oil terminal, which became operational in Q2 2025.
Additionally, the Corporation completed a produced water pipeline connection to a waste processing facility, further enhancing infrastructure capabilities.
Debt Transactions
On February 5, 2024, the Corporation fully repaid the outstanding balance on its Senior Secured Revolving Credit Facility with proceeds from the Sale Transaction.
On February 22, 2024, the Corporation also used proceeds from the Sale Transaction to redeem the outstanding US$153 million aggregate principal amount of 11% senior secured notes due December 1, 2025 (the "2025 Senior Secured Notes") at a redemption price of 105.50% of the principal amount, plus accrued and unpaid interest. The total payment was $223 million, comprised of principal of $207 million (US$153 million), unpaid interest of $5 million, and a premium of $11 million.
On March 22, 2024, the Corporation closed an offering of $300 million aggregate principal amount of 6.75% senior unsecured notes due March 22, 2029 (the "2029 Unsecured Notes") at an issue price of
$100.00 (the "2024 Offering"). The Corporation used the net proceeds of the 2024 Offering, along with cash on hand, to fund the redemption of the outstanding $340 million aggregate principal amount of 7.25% senior unsecured notes due December 30, 2026 (the "2026 Unsecured Notes") at the redemption price of 103.63% of the principal amount, plus accrued and unpaid interest. The total payment was $358 million, comprised of principal of $340 million, unpaid interest of $6 million, and a premium of $12 million.
On May 31, 2024, the Corporation entered into an amended and restated credit agreement in respect of its
$800 million senior secured revolving credit facility, extending the maturity until May 31, 2027 (the "Senior Secured Revolving Credit Facility").
Share Repurchases
On April 29, 2024, the Corporation entered into an agreement with an affiliate of TPG Angelo Gordon to purchase for cancellation an aggregate of 13,181,020 Common Shares at a price of $11.38 per share, for total consideration of $150 million.
The Corporation completed a SIB on June 10, 2024, repurchasing 21,929,818 Common Shares at a price of
$11.40 per share, representing an aggregate purchase price of $250 million.
During 2024, the Corporation purchased 22,181,067 Common Shares, representing 8% of the total issued and outstanding Common Shares, through the NCIB (the maximum allowable), at a weighted average price of
$11.54 per share, for a total of $256 million.
On December 16, 2024, the Corporation renewed the previous NCIB. Pursuant to the renewed NCIB, the Corporation was authorized to purchase and cancel up to a maximum of 19,367,434 Common Shares of the Corporation representing approximately 8% of the Corporation's outstanding shares as at December 10, 2024, or 10% of the Corporation's public float.
Dividends
The Corporation declared dividends to holders of Common Shares for the year ended December 31, 2024, in the aggregate amount of $99 million.
Executive and Board of Directors Changes
Effective May 1, 2024, Rene Amirault retired as Chief Executive Officer, with Allen Gransch succeeding Mr. Amirault as President and Chief Executive Officer. Mr. Amirault remained on SECURE's Board of Directors (the "Board") as Vice Chair. Mr. Gransch was elected to the Board at SECURE's Annual General Meeting of Shareholders on April 26, 2024. As part of the Board renewal process, Brad Munro retired and did not stand for re-election as a director in 2024.
2023
Operations
The expansion of the Corporation's Montney disposal facility was substantially completed in the second quarter of 2023, significantly boosting its capacity. In the fourth quarter of 2023, the Corporation's Clearwater heavy oil terminal began operations, supported by commercial contracts. Additionally, the Corporation made further capital investments to improve and grow its metals recycling operations.
SECURE executed a strategic initiative to divest several non-core oilfield services-focused business units that did not align with SECURE's core waste management and infrastructure strategy.
Debt transactions
SECURE maintained a $30 million unsecured letter of credit facility guaranteed by Export Development Canada, which was subsequently increased to $50 million in March 2023 (the "Letter of Credit Facility").
Share Repurchases
As at September 30, 2023, the Corporation had purchased and cancelled the maximum number of Common Shares under its NCIB, which commenced on December 14, 2022. On December 11, 2023, the TSX accepted the Corporation's application to renew its NCIB. Pursuant to the renewed NCIB, the Corporation was allowed to repurchase up to a maximum of 23,196,967 Common Shares representing approximately 8% of the Corporation's outstanding shares as at December 8, 2023, or 10% of the Corporation's public float.
Dividends
The Corporation declared dividends to holders of Common Shares for the year ended December 31, 2023, in the aggregate amount of $117 million.
Board of Directors Changes
On January 5, 2023, the Corporation appointed Michael (Mick) Dilger as Chairman of the Board, effective January 5, 2023. Mr. Dilger succeeded interim Chairman Brad Munro, who remained a director of the Corporation. On March 15, 2023, SECURE appointed Wendy Hanrahan to the Board, continuing SECURE's ongoing process of Board renewal. Former Board members Kevin Nugent and Jay Thornton did not stand for re-election at the Corporation's annual meeting of shareholders held in 2023, marking the end of their terms on the Board.
DESCRIPTION OF THE BUSINESS AND INFRASTRUCTURE
SECURE provides customer-driven solutions in two operating segments: Waste Management and Energy Infrastructure.
SECURE's Waste Management segment is centered on a network of long-life, permitted processing, recovery, and disposal infrastructure that plays an essential role in the safe and efficient management of waste generated by energy and industrial activity. Processing activities optimize the handling of hazardous and non-hazardous liquids, solids, emulsions, and industrial by-products, while recovery activities enable the recycling of metals
and recovered oil, and disposal assets provide compliant, long-term solutions for residual waste. Specialty chemical solutions enhance processing efficiency and reduce waste intensity across the system.
SECURE's Energy Infrastructure segment consists of crude oil terminals and storage facilities and pipeline-connected infrastructure that enable the optimization, storage, and movement of crude oil to market. Leveraging its operational expertise and infrastructure, SECURE undertakes value-added crude oil and natural gas liquids marketing and optimization activities. These activities include buying and selling crude oil and natural gas liquids products, capturing location and timing pricing differentials through physical and financial transactions, and optimizing blending and storage opportunities.
Waste Management
Waste is generated from production, drilling and completions, plant turnarounds, industrial activities, and abandonment and remediation activities. SECURE's Waste Management segment operates a network of infrastructure that manages the collection, processing, and disposal of these waste streams safely and efficiently. The integrated network includes produced water pipelines, specialized trucks and industrial waste bins, waste transfer stations, liquid waste processing and disposal facilities, metals recycling facilities, and industrial landfills, generating highly recurring, infrastructure-driven cash flows supported by significant regulatory and capital barriers to entry.
For the years ended December 31, 2025, and 2024, the Waste Management segment comprised 85% and 83%, respectively, of the total consolidated revenue of the Corporation. The Waste Management segment generated approximately 5% of its total revenue from operations conducted in the U.S. in 2025, consistent with 5% in 2024.
Collections
Waste is collected via truck or pipeline and directed into SECURE's infrastructure network based on waste type and regulatory requirements. The majority of the waste received at the Corporation's facilities is delivered via truck by third-party operators.
Produced water pipelines drive long-term recurring water volumes to the Corporation's water disposal assets. Through these pipeline networks, treated water is transported directly from producer facilities and gas plants to SECURE's owned disposal infrastructure, creating reliable throughput and reducing reliance on trucking. As at December 31, 2025, the Corporation owned 9 produced water pipelines covering over 50 kilometres in Alberta and North Dakota, further strengthening the integration and stability of its waste network.
The Corporation also provides waste and field services capabilities supporting the compliant collection and movement of hazardous and non-hazardous materials through a collection fleet of over 45 specialized trucks and more than 10,000 containment bins. Additional collection services include waste characterization, packaging, and tracking, as well as on-site project management, site clean-up, transportation, and disposal of various waste streams.
SECURE purchases both ferrous and non-ferrous scrap metals sourced from demolition projects, rail services, on-site scrap clean-up activities, and collection bins placed at industrial customer sites. The Corporation leverages an extensive mobile equipment fleet across Western Canada, including approximately 9,200 scrap metal collection bins of varying sizes, together with a fleet of scrap hauling trucks and trailers. This integrated collection system enables the efficient recovery and transportation of large volumes of material across the network.
Processing & Recovery
Processing activities involve the treatment, separation, stabilization, and bulking of hazardous and non-hazardous liquids, solids, emulsions, and industrial by-products to enable recovery, recycling, or compliant disposal. SECURE's waste processing facilities include liquid waste processing facilities, metals recycling facilities, waste transfer stations, sludge pads and chemical blending infrastructure.
Liquid Waste Processing Facilities
A liquid waste processing facility is an above-ground facility that separates waste into solids, wastewater and recovered oil through processing equipment and associated infrastructure and specialized waste management solutions designed to comply with applicable environmental laws and standards. A liquid waste processing facility can also gather other liquids for processing and disposal or transportation to a pipeline, including emulsion, water and clean oil. SECURE works to attract these volumes to its facilities from producers, shifting volumes across its network to minimize transportation and ensure the highest netbacks are received for producers, as well as optimizing quality.
Waste streams generally consist of a mixture of fluids comprised of water, oil and chemicals, as well as solids. Some of these fluid mixtures contain oil that can be processed and recovered. Through SECURE's stringent processes, waste is sorted into recoverable oil, wastewater sludge, solids or fluids.
Sludges are emptied onto a shaker to separate out solids and further processed using gravity, compression, centrifuges, additional shakers and filtration.
Through SECURE's technical and equipment processes, waste is processed into saleable oil, wastewater and solids. This is achieved through the combined use of chemicals, tankage and mechanical separation involving different processes, based on the nature of the material. The recovered, saleable oil is transferred to market via SECURE's Energy Infrastructure segment either via a clean oil pipeline connection at the facility or via third party transport trucks. The wastewater is further processed to meet formation injection criteria so it can be injected/disposed of safely down an injection well.
Separated solids are stored on licensed solids storage pads to ensure they meet final disposal criteria through further analysis, and then are disposed of into a licensed, industrial, engineered landfill (typically SECURE's landfill).
As at December 31, 2025, the Corporation's liquid waste processing infrastructure services were provided at 55 locations in total, including 40 facilities operating in Alberta, 6 facilities operating in Saskatchewan, 5 facilities operating in British Columbia, and 4 facilities operating in North Dakota.
The operation of a waste processing facility is illustrated below.
Waste Transfer Stations
SECURE operates 5 hazardous waste transfer stations in Western Canada, which receive waste from customer sites and serve as permitted consolidation and staging locations where waste is inspected, segregated and prepared for shipment to appropriate recycling or disposal facilities. SECURE also operates 3 sludge pads within Western Canada, which are engineered containments permitted to receive hazardous and non-hazardous waste sludges and fluids for dewatering, solidification, processing, and preparation for recovery or disposal.
Metals Recycling Facilities
SECURE operates a network of ferrous and non-ferrous metals recycling facilities that process scrap metal collected from industrial, energy, mining, and manufacturing activities. Recovered metals are sorted, processed, and prepared for recycling, returning material to productive use and reducing disposal requirements.
Metals are highly recyclable due to their magnetic properties, integrity (i.e., they do not degrade during the recycling process), and energy efficiency (compared to producing virgin raw material).
The most common use of ferrous metals is in the production of steel and steel-based products, where scrap is melted in furnaces and then cast into new steel products.
The most common use of non-ferrous metals is in the manufacture of aluminum, copper, and other non-ferrous metal products, where scrap is typically sorted and then remelted and refined into new metal (often cast into ingots, billets, or other forms) for use in applications such as electrical wiring, construction materials, transportation equipment, and consumer and industrial products.
In January 2025, the Corporation expanded its processing capabilities through the acquisition of an Edmonton-based metals recycling business, including 2 yards, and Western Canada's only 5,000 horsepower mega shredder. The acquisition, including the addition of the mega shredder, allows for advanced shredding, strengthening regional processing capacity and enhanced operational efficiency.
As at December 31, 2025, the Corporation owned a network of 10 metals recycling facilities (4 in Alberta, 1 in BC and 5 in Saskatchewan). All the Corporation's metals recycling facilities are connected to or near major freight railways Canadian National Railway Company and Canadian Pacific Kansas City which gives access to broader Canadian and U.S. markets supporting efficient delivery and optimizing value.
Below is an overview of the Metals Recycling Process.
Chemical Blending Infrastructure
Specialty chemicals support the waste management platform by reducing waste intensity across the system, improving operational performance, and optimizing processing outcomes. SECURE's infrastructure for specialty chemicals features a blending facility in Red Deer, Alberta, to manufacture proprietary products for production, drilling, and waste separation solutions. SECURE operates 2 laboratories in Calgary and Leduc, Alberta. Each lab is led by a team of PhD chemists who provide innovative product development, research and development, and operational support. The focus on testing, research, and new product development at the laboratory allows SECURE to provide solutions to industry problems and unique, tailored products to customers. The Leduc lab is located within SECURE's main distribution hub consisting of 110,000 ft2 of heated indoor storage on a parcel of 3.5 acres. Additionally, SECURE maintains chemical distribution points across
the WCSB and operates multiple invert (oil-based mud) blending and mixing facilities in Grande Prairie, Drayton Valley, and Fox Creek, Alberta. The Grande Prairie facility offers warehouse storage for liquid and dry products, including bulk materials and an oil-based mud testing laboratory for quality control and assurance. The Drayton Valley and Fox Creek facilities, located near SECURE's processing sites, specialize in invert fluid manufacturing and reconditioning. To support SECURE's surface rental equipment, it operates a 23,400 ft2 repair and service shop spanning 2 acres in Leduc, Alberta. This facility is also the main operation center for SECURE's surface rental equipment and has been the site of innovative enhancements improving the operational effectiveness of the rental fleet.
Below is a picture of the Blackfalds chemical blending facility.
Reuse and Disposal
The Corporation's waste processing facilities are designed to enhance the recovery of commodities and reduce the volume of waste requiring disposal.
After waste is processed into its component parts, SECURE manages the optimization, recovery, and disposal through a network of water disposal wells, industrial landfills, crude oil pipeline connections, rail assets and commercial arrangements.
Crude Oil Recovery and Crude Oil Emulsion Treating
Certain waste streams processed at SECURE's waste processing facilities contain hydrocarbons. Through waste processing, SECURE separates recoverable oil from residual wastewater and residual solids (as described under the heading Liquid Waste Processing Facilities above). Recovered oil is treated as required and marketed for sale.
Production or emulsion contains by-products such as water, suspended solids, and water-soluble salts. These contaminants must be removed before crude oil can be shipped through a pipeline to a refinery. SECURE's emulsion processing service separates oil from other by-products to create pipeline specification crude oil (as described under the heading Liquid Waste Processing Facilities above).
Clean crude oil is then injected into an oil gathering or transmission pipeline through one of the Corporation's pipeline-connected waste processing facilities. As at December 31, 2025, SECURE had 13 waste processing facilities with a pipeline connection, providing customers with market access for its recovered crude oil.
Recycled Metals
SECURE markets and sells processed ferrous scrap metal products primarily to steel mills or designated steel mill brokers across North America and sells non-ferrous metal scrap to end markets and brokers across North America and overseas. As at December 31, 2025, the Corporation owned 221 rail cars and leased an additional
61 rail cars, providing logistical control over product transportation, supporting efficient delivery and optimizing value.
Water Disposal
The Corporation provides produced and wastewater disposal services through a network of Class IB Disposal Wells in Canada and Class II Disposal Wells in North Dakota located alongside a liquid waste processing facility. Disposal wells are approved by the Alberta Energy Regulator ("AER"), British Columbia Energy Regulator ("BCER"), and the Saskatchewan Ministry of Energy and Resources in Canada, and the North Dakota Industrial Commission, Department of Mineral Resources. Oil and Gas Division. The wells dispose of produced water associated with the production of oil, bitumen, natural gas, natural gas liquids, or coalbed methane; produced water and specific common oilfield waste fluids; wastewater from oilfield waste processing facilities; and waste fluids from drilling and completion operations.
As at December 31, 2025 the Corporation owned 98 water disposal wells.
Solids Disposal
The Corporation's landfills provide solid waste management disposal to the oil and gas and industrial sectors. The Corporation's landfills in Alberta are approved as Class II Landfills by the Alberta Ministry of Environment and Protected Areas ("AEP"); in British Columbia as secure landfills by the B.C. Ministry of Environment and Climate Change Strategy; in Saskatchewan as engineered landfills by the Saskatchewan Ministry of Environment; and in North Dakota as a special volume and industrial waste landfill by the North Dakota Department of Environmental Quality. These landfills are approved to receive oilfield and industrial waste that meets specified criteria for non-hazardous waste associated with activities including but not limited to:
Reclamation - contaminated soil associated with the cleanup of past operating facilities;
Production - disposal of soil contaminated as a result of spills or pipeline breaks; and
Drilling - cuttings removed from the wellbore are contaminated based on the type of drilling mud used.
Prior to delivery to the landfill, the waste must receive pre-approval by way of third-party analytical testing to ensure that the material meets the acceptance criteria stipulated in the facility license. Random samples are tested at the facility and compared against prior analytical testing to ensure compliance. In addition to third-party deliveries, the Corporation's Class II Landfills also dispose of waste solids that have been separated from liquid waste delivered to SECURE's liquid waste processing facilities.
SECURE also owns and operates the Pembina Area Landfill, a Class I hazardous waste landfill permitted by AEP. Class I Landfills are constructed with three liners and have additional monitoring requirements. The
Class I cell allows for the disposal of industrial hazardous solids and dangerous oilfield wastes, including filters, tank bottoms, soils, pipeline pigging waste, demolition waste, and non-usable/non-recyclable equipment. The Pembina Area Landfill is also approved for NORM disposal, allowing SECURE to provide customers with a safe, economical, and environmentally responsible disposal option for NORM impacted solids. At some of its landfills, SECURE provides sulphur by-product solutions to its clients, including sulphur forming/blocking, re-melting, logistics services, and disposal.
Landfills are located on land that meets stringent geological standards and are constructed with two or more separate liner systems. Liquids are removed from the landfill cells and treated and disposed of at one of SECURE's waste processing facilities or water disposal facilities.
As at December 31, 2025, SECURE's landfill portfolio consisted of 13 owned sites (8 in Alberta, 3 in Saskatchewan, 1 in British Columbia, 1 in North Dakota); 2 sites operated under contract (1 in each of Saskatchewan and Manitoba); and 3 sites marketed under contract for other landfill operators (all located in Alberta).
Engineered landfill cross section below.
Other Disposal
SECURE also utilizes salt formations deep below the surface to allow for the disposal of most solid or liquid wastes, including those that are difficult to process or not appropriate for placement in water disposal facilities or landfills, such as high pH fluids, chemicals, naturally occurring radioactive material ("NORMs"), processed sludges and other contaminants. Once received, waste is slurried and injected into the cavern disposal facility. As waste slurry is pumped into the cavern, it displaces brine, which is brought to the surface and injected into a disposal well. Inside the cavern, solids, oils, and other liquids separate into distinct layers due to: (i) the different densities of solids, oils, and other liquids in the cavern; (ii) temperature; and (iii) time. Crude oil generally rises to the top, is extracted and then sold.
As at December 31, 2025, SECURE operated 1 cavern in Hughenden, Alberta.
Energy Infrastructure
SECURE's Energy Infrastructure segment consists of crude oil terminals, storage facilities, and pipeline-connected infrastructure that enable the optimization, storage, and movement of crude oil to market.
Leveraging its operational expertise and infrastructure, SECURE undertakes value-added crude oil and natural gas liquids marketing and optimization activities. These activities include buying and selling crude oil and natural gas liquids products, capturing location and timing pricing differentials through physical and financial transactions and optimizing blending and storage opportunities. For the year ended December 31, 2025, the Energy Infrastructure segment comprised 15% of the total consolidated revenue of the Corporation and 17% in 2024. The Energy Infrastructure segment generated approximately 1% of its total revenue from operations conducted in the U.S. in 2025 and 3% in 2024.
Energy Infrastructure
Crude Oil Terminals
Crude oil terminals are an integrated component of SECURE's waste processing facilities and provide clean oil terminalling, crude oil marketing and optimization. Of the Corporation's waste processing facilities, as at December 31, 2025, 13 provided customers with an access point or terminal to transport their produced clean oil to market by pipeline. At the majority of the Corporation's pipeline-connected facilities, this oil is delivered by customers to SECURE's facilities by truck and is stored on site until it is shipped downstream through feeder pipelines and/or transmission pipelines owned by third parties. SECURE manages both the purchase of the oil and the subsequent payment to the producer for the delivered oil, based on the initial quality received. SECURE may upgrade the oil quality and enhance its value, thereby enabling SECURE to generate incremental crude oil profits. The Corporation also has crude oil storage at certain pipeline-connected facilities to optimize pricing and manage pipeline transportation constraints.
Crude Oil Storage
The Corporation owns, operates, and has an interest in crude oil storage and terminalling infrastructure in Western Canada and the U.S. SECURE has owned and leased crude oil storage and terminalling infrastructure in Saskatchewan (1) and Alberta (2) and has an indirect interest in crude oil storage in Cushing, Oklahoma, through its 27% interest in Barcas Pipeline Ventures LLC.
SECURE's Kerrobert Crude Oil Storage Terminal in Saskatchewan forms part of the Kerrobert Light Pipeline System and is connected to the Enbridge Inc. Mainline, providing customers access to downstream markets.
In Alberta, SECURE leases crude oil storage at Husky Midstream's Hardisty terminal, providing connectivity to multiple upstream and downstream markets.
The Corporation also utilizes leased crude oil storage capacity at Enbridge's North 40 terminal in Edmonton connected to the Corporation's Clearwater heavy oil terminal and transports crude oil through Pembina's Clearwater Pipeline. This leased capacity supports volumes transported through SECURE's pipeline infrastructure and is supported by long-term contractual arrangements.
Crude Oil Pipelines
SECURE currently operates 3 crude oil pipeline systems, the Nipisi Terminal in the Clearwater in Alberta, the Kerrobert Light Pipeline System in Saskatchewan and the East Kaybob Pipeline System in Alberta.
The Corporation owns and operates the Nipisi crude oil gathering system and terminal, which serves the Clearwater heavy oil play in Alberta. The Nipisi system supports the Corporation's Clearwater-area infrastructure by providing customers with a pipeline-connected shipping point that reduces reliance on trucking and enhances market access. The Nipisi Terminal was commissioned in the third quarter of 2023 and gathers heavy oil from multiple producers through a combination of pipeline connections and trucking. The terminal's primary operations are dry crude oil terminalling and emulsion treating. Crude oil delivered to the terminal is shipped through Pembina Pipeline Corporation's pipeline system to the Edmonton market. The terminal has shipping capacity of approximately 75,000 barrels of oil per day. As at December 31, 2025, the Corporation had invested approximately $90 million in the Nipisi terminal and related infrastructure.
Below is a photo of the Nipisi crude oil gathering system and terminal.
The Kerrobert Light Pipeline System is a feeder system that gathers crude oil from multiple producers and transports the product to the Corporation's Kerrobert Crude Oil Terminal. This culminates in a connection to the Enbridge Inc. Mainline, acting as a downstream carrier allowing access to Eastern Canada and export markets. The Corporation's Kerrobert Light Pipeline System began operations in 2018. The 16.5 kilometre four-to-eight-inch feeder pipeline system located in the Viking oil region of Saskatchewan gathers crude oil from multiple producers before feeding into SECURE's existing Kindersley processing facility. A larger 27 kilometre pipeline, with a diameter of ten-inches, adjacent to SECURE's Kindersley processing facility, transports crude oil from the feeder system and processed oil from the Kindersley processing facility to SECURE's Kerrobert Crude Oil Terminal, and then onto the Enbridge Inc. Mainline at Kerrobert. The entire system stretches approximately 43.5 kilometres with a total capacity of 50,000 barrels of oil per day.
The East Kaybob Pipeline System, commissioned in 2020, gathers light oil and condensate from multiple producers and transports the product to the Corporation's Fox Creek processing facility. Several producer facilities are tied into the East Kaybob Pipeline System by way of four-inch diameter lateral pipelines, joining together into a six-inch line stretching approximately 25 kilometres to the Fox Creek processing facility. In total, the East Kaybob Pipeline System spans approximately 120 kilometres and has a capacity of 15,000 barrels of oil per day.
SECURE's crude oil pipelines create value for its customers operating in the region by providing a capital-efficient transportation solution that enhances operating netbacks. Additionally, the use of pipelines significantly reduces or eliminates trucking logistics and constraints, reduces carbon dioxide ("CO2") emissions associated with trucking, increases safety by reducing the number of trucks required to transport producers' product, and reduces repairs and maintenance expenses on municipal road infrastructure.
BUSINESS STRATEGY
Over recent years, SECURE has strengthened its position as a leading provider of waste management and energy infrastructure in Western Canada and North Dakota. This progress has resulted in strong operating margins and a stable cash flow profile, supported by recurring volumes across the Corporation's infrastructure network. The Corporation's business strategy will continue to focus on increasing revenue from recurring sources and long-term contracts. This approach supports financial resiliency, balance sheet strength, and attractive free cash flow and return-on-capital outcomes, while reducing the risk profile of capital investments and maximizing value from existing assets. SECURE's growth strategy is built on three complementary pillars: driving stable, recurring revenue growth across its existing platform; making disciplined capital investments to enhance returns and resilience; and executing strategic acquisitions that strengthen its market position and expand its capabilities. Together, these pillars are designed to deliver sustainable growth, strong free cash flow generation, and long-term shareholder value.
Driving Stable, Recurring Revenue Growth Across its Existing Platform
Stable, recurring revenue growth is the foundation of the Corporation's strategy. SECURE focuses on deepening relationships with existing customers while selectively attracting new customers who value reliable, integrated, and safe waste management and energy infrastructure solutions. A significant portion of its revenue is recurring and predictable, supported by stable waste generation, long-term customer relationships, and contractual arrangements. SECURE has demonstrated strong customer retention across industrial and energy-related customers, and it actively pursues pricing initiatives, including contractual escalators and targeted price adjustments to offset cost inflation, improve margins, and generate a targeted return on capital.
Disciplined Capital Investments
SECURE takes a disciplined, returns-driven approach to capital investment. The Corporation allocates capital to projects that enhance the durability, efficiency, and profitability of its existing platform while supporting long-term growth. These investments are focused on driving volumes to existing infrastructure, adding new infrastructure, expanding capacity in high-utilization assets, and improving operating efficiency. Capital decisions are evaluated against clear return thresholds and strategic alignment criteria, with a focus on projects that generate stable cash flows. By prioritizing investments that leverage its existing footprint and capabilities, SECURE aims to maximize returns while managing execution risk. This disciplined approach guides the deployment of capital to where it can create the greatest long-term value and supports SECURE's ability to fund growth while maintaining financial flexibility.
Strategic Acquisitions
Strategic acquisitions are an important component of SECURE's growth strategy and are pursued in a disciplined and selective manner. The Corporation focuses on acquiring high-quality businesses and assets that complement its existing platform, expand its geographic presence, or enhance its service offerings. Its acquisition strategy prioritizes opportunities that deliver strong strategic fit, are accretive to cash flow, and offer clear integration and synergy potential. This includes both platform acquisitions in attractive markets and tuck-in acquisitions that increase regional density, improve asset utilization, and drive operating efficiencies. SECURE has a proven track record of executing and integrating acquisitions, supported by a dedicated, multidisciplinary team spanning corporate development, operations, IT, legal, environmental, and integration resources. Its decentralized operating model enables local teams to identify opportunities and maintain longstanding relationships with potential sellers, while centralized oversight ensures disciplined execution and integration.
With a strong balance sheet and free cash flow profile, the Corporation's capital allocation priorities include: investing growth capital in contracted opportunities; evaluating acquisitions aligned with core competencies; paying a regular dividend; opportunistically repurchasing Common Shares; and maintaining a prudent level of leverage.
Environmental and Social Policies
SECURE is committed to operating in a safe, ethical, legal, environmentally and socially responsible manner. Policies and programs that the Corporation has established in this regard include: a Human Rights Policy, a Workplace Non-Discrimination, Violence, Harassment and Bullying Policy, a Health and Safety Policy, an Indigenous Relations Policy (which aligns with the Canadian Council for Indigenous Business definition of Indigenous Business ownership and incorporates specific measures to support Indigenous participation in our supply chain), a Whistleblower Policy, a Supplier Code of Conduct and a Code of Business Conduct. SECURE's Code of Business Conduct addresses the identification and management of ethical situations and provides guidance in making ethical business decisions. SECURE's Supplier Code of Conduct establishes standards and principles with respect to labour and human rights, business ethics, health and safety, environmental sustainability, and stakeholder engagement for our vendors, contractors and consultants.
INDUSTRY FACTORS
The following industry factors impact the Corporation.
Market for Services
The Corporation's Waste Management and Energy Infrastructure segments largely share the same customer base consisting primarily of oil and gas producers, mining, transportation, forestry, utility, construction and property development companies as well as various governmental organizations. Most of the Corporation's operations and customers are located in Western Canada. The Waste Management segment also has facilities located in North Dakota. Approximately 4% of the Corporation's consolidated revenue was generated in the
U.S. in 2025, compared to 5% in 2024.
Waste Management Segment
Liquid waste processing
Demand for liquid waste processing infrastructure is supported by production and the maturation of the WCSB, the growing number of oil and gas wells, and the increasing complexity of these well designs. As wells age and production continues over longer periods, volumes of produced water, emulsions, and other liquid waste streams requiring treatment and disposal increase.
Operational practices such as concentrated pad drilling, where multiple wells are drilled and completed from a single location, generate larger, centralized volumes of liquid waste. This concentration of volumes has improved the economics of developing pipeline infrastructure to transport produced water and liquid waste from production sites to centralized processing and disposal facilities.
Liquid waste processing volumes are further impacted by the continued use of high-intensity hydraulic fracturing techniques in shale formations such as the Montney and Duvernay. Increased proppant usage, a higher number of completion stages, and longer horizontal well lengths result in greater volumes of completion fluids, flowback, and production-related liquids that require treatment, recovery, and compliant disposal through specialized processing infrastructure.
Waste Transfer Stations
SECURE provides collection, consolidation, recycling, and disposal services through its network of waste transfer stations to a diverse range of energy, industrial, commercial, and institutional clients across Western Canada. Demand for these services is influenced by activity in the oil and gas, energy, and mining sectors, as well as petrochemical production, infrastructure development, construction, and decommissioning projects. Additionally, evolving regulatory requirements and policy changes such as stricter waste disposal regulations and implementation of sustainable waste management practices and recycling initiatives are driving the need for increased waste sorting and diversion at transfer stations. SECURE's waste transfer stations serve as key operational hubs for field service operations whose experience with waste regulations, classification, and transportation of dangerous goods support client regulatory compliance and risk management. The growing demand for onsite waste management expertise drives expansion in SECURE's onsite field operations and
collection services, resulting in increased waste volumes through transfer stations, waste processing facilities and landfills.
Metals Recycling
SECURE provides full-service ferrous and non-ferrous recycling to a wide range of oil, gas, mining, and industrial and manufacturing clients throughout Alberta, Manitoba, Saskatchewan, and southeastern British Columbia. The demand for metals recycling services has seen a continued increase, driven by a growing recognition of the environmental, economic, and social benefits of recycling metals. This growing demand is fueled by industries ranging from automotive to construction, which rely on recycled metals for their sustainability goals and cost-efficiency. Recycling metals reduces the need for mining, conserves energy, and decreases greenhouse gas emissions, aligning with global efforts to combat climate change and promote circular economies. Additionally, technological advancements and stringent environmental regulations have further bolstered the metals recycling sector, making it an integral part of waste management and resource conservation strategies. Increasing consumer awareness of the environmental impacts of purchasing decisions has also played a crucial role in elevating the demand for recycling services. As a result, metals recycling has become a dynamic industry, characterized by innovation and a commitment to sustainable development.
SECURE is impacted by commodity price fluctuations in the pricing of metals. These prices are influenced by global supply and demand trends, economic conditions including tariffs, and specific industry dynamics, making the metals recycling industry highly responsive to fluctuations in the market value of recycled metals.
Specialty Chemicals
Production chemicals in the oil and gas industry are essential for enhancing the efficiency, safety, and longevity of oil and gas extraction and production processes. These chemicals serve a variety of purposes, including flow assurance, corrosion control, emulsion breaking, and enhanced oil recovery. Once a well begins production, equipment and chemical solutions for production services are employed to enhance output, ensure continuous flow, and preserve the condition of production facilities. As wells become longer and deeper due to horizontal drilling, there is a corresponding rise in the need for additional chemicals. Moreover, the increasing amount of water in extracted fluids poses challenges for oil and gas companies, necessitating the use of chemicals to address these issues. Typically, as oil wells mature, the proportion of water to hydrocarbon in the extracted fluid increases, often leading to a greater reliance on chemical treatments.
Demand for drilling fluids and fluids and solids equipment is closely correlated with the overall oil and natural gas drilling activity and the related capital budgets of oil and gas producers. Deep wells and other technically complex wells, including wells drilled horizontally, require sophisticated drilling fluid systems, a high level of drilling fluid expertise and technical support.
The combination of depth and complexity of wells being drilled has led to an increase in the cost to drill and complete wells. Effective drilling systems can significantly reduce costs and improve recovery economics for oil and gas producers. Properly designed drilling fluid systems can reduce the time to drill by increasing wellbore stability as well as maximize recovery from the reservoir by minimizing formation damage.
Water Disposal
Demand for third-party water disposal infrastructure is largely dependent on oil and natural gas customers outsourcing these needs. In recent years, the volatility of the oil and gas sector has resulted in oil and gas customers increasing financial and capital discipline as they strive for resiliency and free cash flow generation through volatile commodity price cycles. SECURE works transparently with customers to identify opportunities where it can provide innovative solutions that help its customers reduce costs, emissions and waste, and invest their capital where it generates the highest returns. Water disposal operations are influenced by volumes of produced and waste water tied to oil and gas production activities. Factors such as well maturity and completion/flowback fluids play a key role. Infrastructure, including pipelines, and regulatory requirements for wastewater handling shape operational strategies. Emphasis on customer outsourcing may also increase due to capital discipline, with environmental concerns and emissions performance driving decision-making.
Landfill Disposal
The demand for the Corporation's industrial landfills is linked to the oil and gas sector's operational dynamics and environmental regulations. As exploration and production activities are necessary to meet global energy needs, the generation of waste materials, ranging from drilling muds and cuttings to contaminated soils, necessitates disposal solutions. Industrial landfills designed to accommodate such wastes play a critical role, ensuring that the by-products of oil and gas extraction processes are managed in an environmentally responsible manner. This demand is further amplified by stringent regulatory frameworks that mandate the safe disposal of hazardous materials to protect soil, water, and air quality. Moreover, the push towards more sustainable practices within the industry has led to an increased focus on landfills that not only offer disposal solutions but also prioritize waste minimization and recycling efforts. Consequently, as the oil and gas industry continues to evolve, the need for specialized industrial landfills is expected to grow, reflecting the sector's commitment to environmental stewardship and regulatory compliance.
Energy Infrastructure Segment
SECURE offers storage, terminal services, and pipeline transportation for oil across major resource locations in Western Canada, North Dakota, and Oklahoma. Its energy infrastructure creates a pathway from production sites to market hubs in Western Canada, assisting clients in bringing their products to the market efficiently.
Volatile price differentials experienced in prior years, caused by limited pipeline capacity as supply growth outpaced takeaway capacity, have created opportunities for crude oil optimization. Producers continue to seek flexibility to optimize the price per barrel of oil sold and to improve the efficiency of transporting their product to market.
Competition
Waste Management Segment
SECURE's Waste Infrastructure differentiates itself from competitors through its geographical footprint and by working transparently with customers to understand their operational requirements. The Corporation strives to form long-term partnerships with customers to share the risks and benefits associated with owning and operating environmental waste management infrastructure.
The Corporation's competition for waste processing and disposal includes oil and gas producers who manage their own treatment and disposal requirements and third-party volumes at their facilities. SECURE's business is dependent on the willingness of its customers to outsource their waste management and other environmental services generally, and to SECURE specifically, rather than to its competitors.
SECURE closed the Sale Transaction to sell the facilities formerly owned by Tervita that were ordered to be divested by the Tribunal (see "General Development of the Business"). Following the Sale Transaction, Waste Connections' subsidiary R360 is positioned as a notable competitor in the market.
The industrial waste and transfer station business is highly competitive, with major competitors operating as vertically integrated entities that control the waste stream from collection to final disposal.
North America's recycling and steel industry is becoming more competitive as new Electric Arc Furnace ("EAF") steel mills are commissioned in North America, including mills operated by entities with offshore operations. Since the EAFs will rely solely on scrap metal as feedstock, it is expected that there will be increased demand for recycled scrap from Western Canada. The new EAF-equipped mills are expected to draw metals from across North America, while existing coal-based steel mills are expected to continue to compete for the same volumes, further increasing demand throughout the industry. This increase in demand is expected to place upward pressure on pricing.
The production chemicals business is a very competitive and a highly consolidated industry in North America. SECURE's organic growth and acquisitions, have created a complete suite of proven production chemical solutions, providing SECURE with economies of scale and efficiencies.
The drilling fluids business operates in a competitive market with approximately 11 drilling fluid companies in the WCSB. Competition is driven by factors such as pricing, product quality, technological innovation, and
technical expertise. SECURE differentiates itself through specialty fluids that enhance productivity, reduce drilling costs, and address environmental and downhole challenges, including water/oil separation and wellbore ballooning. Maintaining state-of-the-art technology, superior customer service, and integrated solutions is essential to sustaining its competitive position.
Energy Infrastructure Segment
For crude oil terminalling, storage, and transportation, competition is based on location, connectivity of assets and the range of services provided. Significant competitors include pipeline companies (such as Pembina Pipeline Corporation, Plains Midstream Canada ULC, and Inter Pipeline Ltd. (Brookfield)), other energy marketing companies (including Gibson Energy Inc., Tidal Energy Marketing Inc., Trafigura Canada General Partnership, Shell Canada and Macquarie Group Limited).
Seasonality of Operations
In Western Canada, the level of activity is influenced by seasonal weather patterns. As warm weather returns in the spring, the winter's frost thaws (commonly referred to as "spring break-up"), rendering many secondary roads incapable of supporting heavy loads. As a result, road bans are implemented, prohibiting the transportation of heavy loads in certain areas. This limits the movement of heavy equipment, and the transportation of heavy waste loads is restricted, leading to smaller loads and a general reduction in the volume of waste delivered to SECURE's facilities. Accordingly, while the Corporation's facilities remain open and accessible year-round, spring break-up reduces the waste volumes received and specialty chemical sales. The second quarter of each year has generally been the slowest due to spring break-up. These seasonal trends typically lead to quarterly fluctuations in operating results and working capital requirements, which should be considered in any quarter-over-quarter analysis of performance.
Connecting volumes by pipeline from customer sites to SECURE's facilities helps reduce the impact of seasonality on the Waste Management segment's business.
For rail services, the impact of rapid temperature fluctuations on rail infrastructure typically experienced in the first and fourth quarters of each year generally causes increased activity and project work.
Regulatory Environment
In each market where the Corporation operates, the oil and natural gas and environmental services industries are subject to a complex and increasingly stringent array of laws addressing the actual and potential environmental impacts inherent to the business. These include laws governing waste management, reclamation and remediation, and the blending, storage, transportation, use, and handling of fluids used in oil and gas drilling and completion operations.
Canada
Both federal and provincial environmental legislation exists in Canada. Federal legislation generally governs activities that cross provincial boundaries or are national in scope. Provincial environmental legislation generally governs environmental issues within provincial jurisdiction, with the provinces having primary responsibility for regulating activities conducted by the environmental services sector and for issuing permits for environmental facilities. Principal federal legislation includes the Canadian Environmental Protection Act, 1999 and the Transportation of Dangerous Goods Act, 1992.
The Corporation and its customers are subject to a variety of regulations applicable to the treatment and disposal of oilfield waste. In Alberta, all aspects of oilfield waste management are regulated primarily by the AER and Alberta Environment and Protected Areas ("AEPA"). The AER regulates under the following relevant legislation: the Responsible Energy Development Act, the Oil and Gas Conservation Act, the Oil Sands Conservation Act, the Environmental Protection and Enhancement Act, the Water Act, the Public Lands Act, and the Pipeline Act. AEPA regulates all of SECURE's landfills and hazardous waste facilities under Alberta's Environmental Protection and Enhancement Act, the Waste Control Regulation and the Activities Designation Regulation.
In British Columbia, the primary regulatory bodies are the BCER and the British Columbia Ministry of Environment and Climate Change Strategy. The BCER is the single-window regulator under British Columbia's
Energy Resources Act, the Petroleum and Natural Gas Act, and the Environmental Management Act. The BCER's mandate includes acting as the single-window regulator for the production of hydrogen, ammonia, and methanol, and to take on an expanded role in carbon capture and storage. The British Columbia Ministry of Environment and Parks administers the Environmental Management Act.
In Saskatchewan, regulatory authority is split between two ministerial jurisdictions. The Saskatchewan Ministry of Energy and Resources regulates the exploration, development, production, and management of oil and gas within the province by administering Saskatchewan's The Oil and Gas Conservation Act. The Saskatchewan Ministry of Environment regulates environmental standards within the province through the administration of a number of Saskatchewan's provincial acts including: The Environmental Management and Protection Act and The Environmental Assessment Act, among others.
Environmental legislation in the province of Manitoba is, for the most part, set out in Manitoba's The Environment Act and The Oil and Gas Act, which are administered by Manitoba's Department of Environment and Climate Change, and Manitoba Natural Resources and Indigenous Futures, respectively.
In addition, the regulatory environment governing the Corporation's crude oil processing, treatment, terminalling, and crude oil marketing services establishes well defined reporting requirements for volumes produced from each well and the tracking of those volumes through to the final sale point. These reporting requirements are established by the applicable provincial government to track royalty payments and are also required by customers to ensure proper allocations of revenue in joint venture operations and to track volumes.
These provincial environmental regulations include requirements for oilfield waste management that address environmental protection, liability management, waste characterization and classification, waste manifesting and tracking, waste management facility design, application requirements and acceptable waste disposal options. These regulations strongly influence the permitting, design, construction, operation, and reclamation of waste management facilities.
Transportation of petroleum products and hazardous waste is subject to regulation under the Transportation of Dangerous Goods Act, 1992 and the Transportation of Dangerous Goods Regulations ("TDG") legislation in Canada. Key pieces of Canadian legislation pertaining to transporting crude oil and condensate by rail include:
Consignor of Petroleum Products - Under TDG legislation, the Corporation may, in certain circumstances, be considered a consignor of the petroleum products that it ships or that are shipped on its behalf. As a consignor, the Corporation is responsible for determining the classification of the product, preparing the required shipping documents, selecting the appropriate means of containment, and ensuring that the product is properly loaded, labelled, and placarded, among other responsibilities.
Emergency Response Assistance Plan ("ERAP") - TDG legislation requires parties importing, offering for transport, and in certain circumstances, handling or transporting certain dangerous goods to have an approved ERAP in place. An ERAP is intended to ensure that specialized emergency response personnel and equipment are available in a timely manner to assist and/or supplement primary emergency responders in responding to an incident. The Corporation has an ERAP in place for all Class II and III products that it imports, handles, or transports.
Rail Car Specifications - Class 3 Flammable Liquids transported by rail, including crude oil and condensate, must be transported in rail cars that meet prescribed requirements set out in the TDG legislation. The Corporation leases all flammable liquids rail cars to ensure that they meet current rail car specifications.
SECURE pipeline systems, including the Kerrobert Light Pipeline System, the East Kaybob Pipeline System, and the Nipisi Terminal, meet all applicable design and operating requirements of the CSA Z662 Oil and Gas Pipeline Systems standard. The Kerrobert Light Pipeline System is provincially regulated by the Saskatchewan Ministry of Energy and Resources, while the East Kaybob Pipeline System and the Nipisi Terminal are regulated by the Alberta Energy Regulator (AER).
GHG Emissions
Climate change policy is evolving at regional, national, and international levels, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place. These measures have the potential to significantly affect the future of the oil and gas industry in Canada. These impacts are uncertain, and it is not possible to predict the extent of future requirements. Any new laws and regulations (or additional requirements to existing laws and regulations) could have a material adverse impact on SECURE's business, financial condition, results of operations, and prospects.
The Greenhouse Gas Pollution Pricing Act ("GGPPA")
Canada's GHG regime is enacted pursuant to the GGPPA, which has two parts: the Output-Based Pricing System ("OBPS") and a regulatory fuel charge (the "Fuel Charge") imposing an initial price of $20/tonne of carbon dioxide equivalent (CO2e). In April 2025, the Fuel Charge for consumer fuel was set to $0/tonne and the OBPS (industrial) carbon tax was set at $95/tonne of CO2e. The OBPS system applies in provinces and territories that request it and in those that do not have their own emissions pricing systems in place that meet the federal standards. The effect of the GGPPA is that, regardless of whether a particular province has enacted legislation of its own, there is a uniform price on emissions across the country. In accordance with the Healthy Environment Healthy Economy Plan, the price on carbon was set to increase annually at a rate of $15/tonne of CO2e per year commencing in 2023 through to 2030. The federal government established strengthened minimum national standards (the Federal Benchmark) for 2023 to 2030, which includes the requirement that all jurisdictions establish systems aligned with the federal carbon pricing trajectory and benchmark requirements to 2030. These systems are expected to remain until 2027.
The constitutionality of the GGPPA was challenged by several jurisdictions, with the Supreme Court of Canada (the "SCC") ultimately upholding its constitutionality. Any province or territory has the flexibility to design its own pricing system, so long as it meets the minimum national stringency standards or Federal Benchmarks. Effective April 1, 2025, the federal government set the fuel charge rate to zero, effectively removing consumer-facing carbon price requirements for provinces and territories. Provincial plans apply in each of Alberta, Saskatchewan, Ontario, New Brunswick, Nova Scotia, Newfoundland and Labrador, British Columbia, Québec, and the Northwest Territories, while the OBPS applies in each of Yukon, Nunavut, Manitoba, and Prince Edward Island. For so long as the provincial systems in Alberta (under the Technology Innovation and Emissions Reduction ("TIER") regulation), British Columbia and Saskatchewan meet the federal stringency standards for the emissions they cover, these systems will continue to apply, with the federal backstop covering those emissions not covered by the provincial systems, as applicable. In 2025, through the TIER program, the Alberta government froze the price of carbon at $95/tonne and the Saskatchewan government paused its industrial carbon pricing under its OBPS.
Increases under the OBPS are currently paused pending a review by the federal government, and for now, Alberta, British Columbia and Saskatchewan are deemed to continue to be compliant with federal equivalency standards. Proposed amendments to the TIER regulation in Alberta introduce some uncertainty to the province's equivalency status in 2026. However, under the memorandum of understanding signed by the federal government and Province of Alberta on November 27, 2025 (the "Canada-Alberta MOU"), the federal and Alberta governments agreed to finalize an agreement on industrial carbon pricing on or before April 1, 2026.
Net-Zero Emissions Accountability Act
On June 29, 2021, the Canadian Net-Zero Emissions Accountability Act received royal assent and established Canada's federal framework, which legally binds the federal government to a process to achieve net-zero emissions by 2050. The legislation also sets rolling five-year emissions-reduction targets, starting in 2030, and requires emissions reduction plans to meet each target on a reporting basis. It further enshrines greater accountability and public transparency into Canada's plan for meeting net-zero emissions by 2050 by providing for independent third-party review by the Commissioner of the Environment and Sustainable Development. While the Canadian Net-Zero Emissions Accountability Act does not impose direct emission reduction obligations on the Corporation's operations in Canada, it signifies the federal government's commitment to achieve GHG emissions reductions.
Methane Emissions
Pursuant to the Government of Alberta's Emissions Reduction and Energy Development Plan that was published in April 2023, Alberta has committed to reduce methane emissions from upstream oil and gas operations by 45% (related to 2014 levels) by 2025. In November 2023, it was announced that Alberta had achieved its goal of reducing methane emissions by 45% by 2025, years ahead of schedule. The federal methane regulations are evolving with potentially deeper cuts by 2035, although the federal government has indicated that it will work with provinces and territories to negotiate equivalency agreements, as appropriate.
In support of its methane emissions reduction goals, as initially set out in Alberta's 2015 Climate Leadership Plan the Government of Alberta enacted the Methane Emission Reduction Regulation on January 1, 2020, and the AER simultaneously released an updated edition of Directive 060: Upstream Petroleum Industry Flaring, Incinerating and Venting ("Directive 060"). The release of the updated Directive 060 complements a previously released update to Directive 017: Measurement Requirements for Oil and Gas Operations ("Directive 017") that took effect in December 2018. Both Directive 060 and Directive 017 were subsequently amended in the spring of 2022. The revisions to Directive 060 include reduced carbon levies in economic evaluations of gas conservation projects, revised measurement and reporting requirements to ensure consistency with the definitions in Appendix 2 and amended vent gas limits for certain applications beginning in 2022, as well as amended exemptions for the overall vent gas limit and defined vent gas limit. The revisions to Directive 017 include lengthening the duration required to test gas production at heavy oil and crude bitumen batteries (not including thermal in situ facilities) from 24 hours to 72 hours, starting in 2023. The revisions apply to SECURE's processing facilities; but have not had a significant impact to its operations as each of its facilities are well below the overall and defined vent gas limits prescribed in Directive 060.
Impact Assessment Act
The Canada Energy Regulator ("CER") has jurisdiction over matters such as the environmental and economic regulation of pipelines, transmission infrastructure and offshore renewable energy projects, including offshore wind and tidal facilities. In its adjudicative role, the CER reviews applications for the development, construction and operation of many of these projects, culminating in their eventual abandonment.
Designated projects that may have effects on matters within federal jurisdiction will generally require an impact assessment administered by the Impact Assessment Agency of Canada ("IA Agency") under the Impact Assessment Act (Canada) (the "IAA") or, in the case of certain pipelines, a joint review panel comprised of members from the CER and the IA Agency.
Once a review or assessment is commenced under either the Canadian Energy Regulator Act (Canada) or IAA, there are limits on the amount of time the CER and IA Agency will have to issue its report and recommendation. Designated projects will go through a planning phase to determine the scope of the impact assessment, which the federal government has stated should provide more certainty as to the length of the full review process.
Building Canada Act
The Building Canada Act (the "BCA") was enacted on June 26, 2025, and is intended to streamline federal review and approval processes for identified "nation-building" projects by providing upfront regulatory certainty and a coordinated, single review process through the newly formed Major Projects Office (the "MPO"). Projects that are designated as being in the national interest, based on contribution to Canada's resilience, autonomy and security, economic benefits, contribution to Indigenous interests, clean growth and Canada's climate objectives and the likelihood of successful project execution, may receive consolidated approvals and conditions, subject to public notice and consultation requirements. The federal government has referred several projects to the MPO, including LNG facilities, critical mining projects, and transmission projects.
Several environmental organizations and Indigenous groups have initiated challenges to the BCA on the basis of its broad powers to override environmental laws, limit public participation, and undermine constitutionally protected rights. Additionally, Indigenous groups have raised concerns that the projects will be designated without meaningful consultation and true consideration of Indigenous rights.
Oil Tanker Moratorium Act
The Oil Tanker Moratorium Act, enacted in 2019, imposed a ban on tanker traffic transporting certain crude oil and natural gas liquids or persistent crude oil products in excess of 12,500 metric tonnes along British Columbia's north coast. The ban has been criticized as preventing pipelines from being built to, and export terminals from being located on, the portion of the British Columbia coast subject to the moratorium. In response to discussions about potential limited exemptions related to future oil pipelines in Northern British Columbia, the British Columbia government signed the North Coast Protected Declaration on November 5, 2025 that urges the federal government to uphold and defend the Oil Tanker Moratorium Act, and to reject any exemptions. However, in the Canada-Alberta MOU, the federal government indicated an openness to making adjustments to the Oil Tanker Moratorium Act to assist in the construction of a new Alberta pipeline that will export bitumen to Asian markets.
Clean Fuel Regulations
On December 19, 2020, the federal government announced the draft of the Clean Fuel Regulations, which came into force in June 2022. The aim of this regulation is (i) to lower the GHG emissions from various liquid fossil fuels by requiring producers or importers of gasoline, diesel, kerosene, and light and heavy fuel oils ("Primary Suppliers") to lower the carbon intensity of such fuels; and (ii) to provide a framework for Primary Suppliers and those who voluntarily participate in the compliance credit market to create and trade credits to the extent they avoid lifecycle emissions of such fuels. Notwithstanding that compliance requirements only apply to liquid fuels; the Clean Fuel Regulations provide a framework for credit creation applicable to gaseous fuels as well. The regulation sets a baseline carbon intensity for each type of liquid fossil fuel, against which the Primary Suppliers must make annual carbon intensity reductions. Beginning in 2023, the carbon intensity reduction requirement started at 3.5 gCO2e/MJ, increasing by 1.5 gCO2e/MJ each year until reaching 14 gCO2e/MJ in 2030. In September 2025 the federal government announced targeted amendments to the regulation with the intent to strengthen Canada's lower-carbon fuel sector. The comment period for these amendments remains open until early 2026.
Proposed Oil and Gas Sector GHG Cap Regulation
On November 4, 2024, the federal government released the Oil and Gas Sector Greenhouse Gas Emissions Cap Regulations (the "Proposed Emissions Cap Regulations"). The Proposed Emissions Cap Regulations would establish a cap-and-trade system that would apply to a wide range of industrial activities within the oil and gas sector, including onshore and offshore oil and gas production, oil sands production and upgrading, natural gas production and processing and liquified natural gas ("LNG") production. Under the cap-and-trade system, the federal government would determine a maximum threshold for annual emissions and freely issue emissions allowances in an amount equal to the cap.
To date, the Proposed Emissions Cap Regulations have not been implemented and the federal government has indicated that there will be a shift of the country's climate priority towards economic competitiveness. Additionally, per the Canada-Alberta MOU, the federal government has committed to not implementing the Proposed Emissions Cap Regulations in consideration of the other commitments made in the Canada-Alberta MOU.
United States
The environmental legal regime in the U.S. is comprised of a variety of federal, state, and local laws which require the Corporation to allocate significant capital related to facility construction, maintenance, compliance and addressing closure through abandonment and reclamation. The environmental and regulatory regimes permit the regulators to require the posting of security and direct the completion of closure or remediation work. As most of the Corporation's U.S. operations and facilities are in North Dakota, the disclosure in this document focuses on the regimes and regulations of these locations; however, it should be noted that the Corporation became subject to oil and gas regulatory and environmental regimes of the state of Oklahoma following the April 2019 acquisition of a 27% interest in a crude storage facility located in Cushing, Oklahoma.
The North Dakota Industrial Commission, through its Oil and Gas Division ("NDIC"), is the regulatory agency for oil and gas exploration and production activities in North Dakota. The North Dakota Department of
Environmental Quality's ("NDDEQ") Environmental Health Section has the responsibility to safeguard the quality of North Dakota's air, land, and water resources. The rules administered by the NDIC are codified in Title 43 (Industrial Commission), Article 43-02 (Mineral Exploration and Development) and Chapter 43-02-03 (Oil and Gas Conservation) of the North Dakota Administrative Code. North Dakota's Standards of Quality for Waters of the State, Solid Waste Management and Land Protection, and Hazardous Waste Management are administered by the Division of Water Quality and the Division of Waste Management in the NDDEQ's Environmental Health Section.
During calendar year 2025, there were no material changes to the U.S. federal, state, or local environmental regulatory regimes applicable to the Corporation's operations that would materially alter the compliance framework described above.
Asset Retirement Obligations and Asset Integrity
SECURE estimates costs and projected timing of performing abandonment and reclamation operations associated with the Corporation's well sites, facilities and landfills. Asset retirement obligations are recorded and reviewed at each reporting period and adjusted as necessary. These asset retirement obligations are estimates and are subject to change with site conditions, and technological and regulatory changes.
At December 31, 2025, the Corporation has recorded a liability of $167 million. Refer to Note 15 of the Corporation's 2025 audited consolidated financial statements.
Management and Employees
As of December 31, 2025, the Corporation has approximately 1,937 employees, the majority of which are located at the Corporation's waste processing facilities. The composition of the employees between the Corporation's segments are as follows:
Waste Management: 1,708 employees
Energy Infrastructure: 72 employees
Corporate: 157 employees
Each facility and field location operates as a profit center and plays a key role in delivering the Corporation's strategic objectives by developing goals and budgets that align divisionally and corporately. Centralized corporate functions provide organization-wide support to integrate subject matter expertise and enhance operational performance and customer service.
In 2025, SECURE launched an employee engagement survey across the entire organization. This was a crucial effort, as the feedback gathered from this survey provided SECURE with valuable insights into the priorities of its employees, the areas where it excels, and the opportunities for enhancement.
SECURE reached an overall engagement rate of 77%. Following the survey results, its approach involves both recognizing and building upon its strengths, as well as focusing on improvements in areas that will benefit both its employees and the organization.
The Corporation intends to continue utilizing an employee engagement survey every two to three years.
RISK FACTORS
The following information describes certain significant risks and uncertainties inherent in the Corporation's business. This section does not describe all risks applicable to the Corporation, its industry or its business, and is intended only as a summary of certain material risks. If any of such risks or uncertainties actually materializes, the Corporation's business, financial condition or operating results, or the value of its securities, could be harmed substantially and could differ materially from the plans and other forward-looking statements discussed in this AIF.
Business Risks
Trade Relations and Tariffs
U.S. foreign trade policy continues to remain unstable as a result of actions taken by the U.S. administration and the retaliatory response taken by trade-partners. The extent, duration and level of U.S. tariffs and other related trade measures and responses from trade partners, remain uncertain and continue to evolve. The continuation or implementation of such tariffs, including the retaliatory tariffs imposed by Canada and others in response, any changes to the existing tariffs including any delay or escalation of such tariffs and any further potential tariff response strategy by any country may create uncertainty. Such uncertainty has permeated the economic and investment outlook and has impacted current economic conditions, including such issues as the inflation rate and the global supply chain. Tariffs on steel, aluminum, and other industrial materials may increase the cost of equipment, infrastructure, and maintenance, potentially impacting capital expenditures and operational efficiency. Additionally, tariffs on energy-related products could reduce cross-border trade competitiveness, affecting the demand for SECURE's services. Any retaliatory measures by Canada, or any other country, or prolonged trade disputes may further increase costs, disrupt supply chains, and introduce regulatory uncertainty. This tariff conflict may put into perspective many of the top and emerging risks to which SECURE is exposed, including credit risk, commodity pricing and market risk, liquidity and funding risk, operational risk, strategic risk and third-party risk. The extent to which SECURE's business, financial condition, results of operations and prospects will be affected depends largely on the nature and duration of uncertain and unpredictable events, such as the duration or escalation of the tariffs, the evolution of retaliatory measures, possible fiscal or monetary policy responses, and reactions to ongoing changes by global financial markets. While SECURE continues to monitor trade policies and adapt its procurement and operational strategies, any prolonged restrictive trade measures could negatively impact the Corporation's margins, project timelines, and overall market conditions.
Cyber Security and AI
The Corporation places significant reliance on its information technology systems ("IT Systems") to operate its business. Such systems are subject to a variety of cyber-related risks, including hacking, phishing, cyberattack, cyber fraud, operator error, and viruses. Any disruption of the Corporation's IT Systems could have a material negative effect on its business, financial condition, and reputation. For example, the unauthorized access to or use of its IT Systems could lead to: (i) the deletion, corruption, exposure or theft of some or all of the information under the Corporation's custody or control (including any confidential, financial, proprietary, personal and other sensitive information and trade secrets); (ii) an interruption of the Corporation's operations and business activities and those of its customers; (iii) a loss or theft of the Corporation's financial resources;
(iv) costs required to investigate, mitigate and remediate any potential vulnerabilities; (v) regulatory fines and penalties; and (vi) loss of goodwill.
The Corporation is also dependent on third parties to provide support and/or maintain its IT Systems or elements thereof ("IT Providers"). Accordingly, the failure of an IT Provider to provide the Corporation with adequate products or services may result in the disruption of its IT Systems.
The increasing adoption, development and integration of artificial intelligence ("AI") by the Corporation and third parties exposes the Corporation to a number of risks, including the possibility that AI systems may generate erroneous insights or decisions that could compromise safety, productivity, operational reliability and financial performance. The use of AI systems also creates privacy, governance, and accountability risks, particularly in relation to confidential or sensitive information. While the successful use of AI may provide operational and competitive advantages, there can be no assurance that these benefits will be realized. Any risks associated with the use of AI, including errors, misuse, security breaches, or regulatory and governance challenges, may adversely affect its business, results of operations, financial condition or reputation.
The Corporation applies risk management controls in line with industry-accepted standards to protect its IT Systems, including an incident response plan for responding to a cyber security incident, and the adoption of an information technology training policy/program designed to ensure that its management, employees and consultants are adequately trained to prevent cyber security incidents to the extent possible. To help ensure comprehensive cyber security risk oversight, the Audit Committee is regularly advised of cyber security matters
by SECURE's management as required. Although the Corporation, as at the date of this AIF, has not, experienced a material cyber security incident, these policies, practices and controls may not adequately protect against all risks. For example, there is no assurance that the Corporation will not suffer losses in the future arising from a cyber security or any other cyber related risks.
International Conflict
International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global energy and financial markets, as well as increased cyber security risks. Growing conflicts and geopolitical tensions, including the Russia-Ukraine conflict, geopolitical instability in the Middle East and sanctions and political developments affecting other energy-producing jurisdictions such as Venezuela, highlight the elevated risks faced by participants in the global oil and gas industry on a global scale. These regions are pivotal to the world's energy markets, and disturbances can lead to significant disruptions and volatility in commodity prices. The conflict between Russia and Ukraine, for instance, has led to sanctions being imposed and has severely impacted energy supply chains, given Russia's role as a major oil and gas exporter. This situation has resulted in increased volatility in global oil prices and has forced companies to reassess their supply routes and dependency on Russian oil and gas. Similarly, tensions in the Middle East and Israel, a region central to global oil production, have been ongoing and may escalate quickly, affecting not only local production but also the security of key shipping routes such as the Strait of Hormuz through which a significant portion of the world's oil supply is transported. These tensions can cause spikes in oil prices, disrupt supply chains, and lead to a re-evaluation of energy security strategies by countries and companies alike. Volatility in commodity prices may adversely affect the Corporation's business, financial condition and results of operations. Reductions in commodity prices may affect oil and natural gas activity levels and therefore adversely affect the demand for, or price of, the Corporation's services.
The extent and duration of international conflicts cannot be accurately predicted at this time and the effects of such conflicts may magnify the impact of the other risks identified by the Corporation in the AIF, including those relating to commodity price volatility, perceived volatility, and global financial and economic conditions. These events may have unforeseeable impacts, including on SECURE, its stakeholders, and counterparties on which the Corporation relies and transacts with, and may have an adverse effect on its business, results of operation and financial condition.
Global Financial Conditions
Global financial conditions, including changes in commodity and equity markets, remain volatile as investors react to changes in the global economy. As a result of these global conditions, the Corporation is subject to increased counterparty risk and liquidity risk, including, but not limited to: financial institutions that hold the cash of the Corporation or provide available funding on the Revolving Credit Facility; the insurance providers of the Corporation; and counterparties to hedge transactions. As a result, the cash of the Corporation may become exposed to credit related losses in the event of non-performance by counterparties to these financial instruments. If a counterparty fails to complete its obligations or in the event of the default or bankruptcy of a counterparty, the Corporation would bear the risk of loss of the amount expected to be received under these financial instruments.
The Corporation is also exposed to liquidity risk in the event its cash positions decline or become inaccessible for any reason, or additional financing is required to advance its projects or growth strategy, and appropriate financing is unavailable, or demand for oil and gas falls. Any of these factors may impact the ability of the Corporation to obtain further equity-based funding, loans and other debt sources in the future and, if obtained, on terms favourable to the Corporation. If volatility and market turmoil recur, the Corporation's results of operations and planned growth could be adversely impacted.
Inflation
The Corporation has experienced inflationary pressures and, if such pressures continue or its development, operation or labour costs become subject to significant inflationary pressures, SECURE may not be able to fully offset such higher costs through corresponding increases in the costs of its products and services to its customers. Its inability or failure to do so could harm its business, financial condition and results of operations.

