Keyera Corp. — Capital/Financing Update 2025

Jun 17, 2025

June 17, 2025

KEYERA CORP.

BOUGHT TREASURY OFFERING OF SUBSCRIPTION RECEIPTS

TERM SHEET

A base shelf prospectus dated December 12, 2023 (the "Base Shelf Prospectus") containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. The Base Shelf Prospectus, any applicable shelf prospectus supplement, and any amendment to the documents are accessible through SEDAR+. Copies of the documents may be obtained upon request by contacting RBC Capital Markets, Attn: Distribution Centre, RBC Wellington Square, 8th Floor, 180 Wellington St. W., Toronto, Ontario, M5J 0C2 and by E-mail at Distribution.RBCDS@rbccm.com.

The following is a summary and does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Base Shelf Prospectus, any applicable prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The securities described in this document and in related documentation delivered to you have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. The securities are being offered and sold only (1) to persons that are reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in reliance on an exemption from the registration requirements under the U.S. Securities Act and (2) to certain non-U.S. persons outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. =

Issuer: Keyera Corp. ("Keyera" or the "Company")

Issue: Treasury offering of 45,978,000 subscription receipts of the Company ("Subscription Receipts") (52,874,700 if the Over-Allotment Option (as defined below) is exercised in full) (the "Offering"), with each Subscription Receipt entitling the holder thereof, without payment of any additional consideration or further action on the part of the holder, to receive one common share of the Company (a "Common Share") upon closing of the Acquisition (as defined below).

Issue Price: $39.15 per Subscription Receipt.

Amount: $1,800,038,700 ($2,070,044,505 if the Over-Allotment Option is exercised in full).

Over-allotment Option: The Company has granted the underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part at the underwriters' sole discretion at any time and from time to time, until the earlier of (i) 30 days following the Offering Closing Date (as defined below); and (ii) the Termination Time (as defined below), to purchase up to an additional 6,896,700 Subscription Receipts on the same terms and conditions as the Offering, to cover over-allotments, if any, and for market stabilization purposes.

Acquisition: On June 17, 2025, the Company entered into a share purchase agreement (the "Acquisition Agreement") with Plains Midstream Luxembourg S.A.R.L. to acquire all of the shares of Plains Midstream Canada ULC which will hold, at the time of acquisition of the shares, substantially all of Plains All American Pipeline, L.P.'s Canadian Natural Gas Liquids business and select U.S. assets (the "Acquisition"), for a purchase price of approximately $5.15 billion in cash, as adjusted in accordance with the Acquisition Agreement (the "Purchase Price"). The Acquisition is expected to close in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions (the "Acquisition Closing Date").

Use of Proceeds: The net proceeds of the Offering (excluding any Dividend Equivalent Payments (as defined below) and interest and other income that may be earned on the Escrowed Funds (as defined below)) will be used to fund a portion of the Purchase Price.

Subscription Receipts: The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") among Keyera, Odyssey Trust Company (the "Subscription Receipt Agent") and the Joint Bookrunners (as defined below). Each Subscription Receipt will entitle the holder thereof, without

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payment of any additional consideration or further action on the part of the holder, to receive one Common Share upon closing of the Acquisition. Holders thereof will also be entitled to Dividend Equivalent Payments while the Subscription Receipts are outstanding, as described in further detail below.

If (i) the Escrow Release Notice and Direction (as defined below) is not delivered to the Subscription Receipt Agent prior to 5:00 p.m. (Calgary time) on June 30, 2026; (ii) the Acquisition Agreement is terminated; or (iii) the Company (a) advises RBC Capital Markets, on behalf of the underwriters, and the Subscription Receipt Agent or (b) announces to the public, that it does not intend to proceed with the Acquisition (each, a "Termination Event" and the time of the earliest of such Termination Event to occur, the "Termination Time"), the Subscription Receipt Agent will pay to each holder of Subscription Receipts, an amount per Subscription Receipt (the "Termination Payment") equal to the offering price in respect of such Subscription Receipt, plus (x) if a Dividend Equivalent Payment has been paid or is payable in respect of the Subscription Receipts at any time following the issuance of the Subscription Receipts, any unpaid Dividend Equivalent Payment owing to such holder, or (y) if no Dividend Equivalent Payment has been paid or is payable in respect of the Subscription Receipts at any time following the issuance of the Subscription Receipts, such holder's proportionate share of any interest and other income received or credited on the investment of the Escrowed Funds between the Offering Closing Date and the Termination Time.

Holders of Subscription Receipts (including Subscription Receipts that may be issued upon the exercise of the Over-Allotment Option) will be entitled to receive payments per Subscription Receipt equal to the cash dividends per Common Share, if any, paid or payable to holders of Common Shares in respect of all record dates for such dividends occurring from the Offering Closing Date to, but excluding, the Acquisition Closing Date or to, and including, the Termination Time, as applicable, to be paid to Subscription Receipt holders of record on the record date for the corresponding dividend on the Common Shares on the date on which such dividend is paid to holders of Common Shares (each, a "Dividend Equivalent Payment").

Dividend Equivalent Payment on Subscription Receipts:

In the event that the Termination Time occurs after a dividend has been declared on the Common Shares but before the record date for such dividend, holders of Subscription Receipts will receive, as part of the Termination Payment, a pro rata Dividend Equivalent Payment in respect of such dividend declared on the Common Shares equal to the amount of such dividend multiplied by a fraction equal to: (i) the number of days from, and including, the date of the prior Dividend Equivalent Payment (or, if none, the date of the Offering Closing Date) to, but excluding, the date of the Termination Event; divided by (ii) the number of days from, and including, the date of the prior Dividend Equivalent Payment (or, if none, the prior payment date for dividends on the Common Shares) to, but excluding, the date on which such dividend is paid to holders of Common Shares. If the Termination Time occurs on a record date or following a record date for a dividend on the Common Shares but on or prior to the payment date for such dividend, Subscription Receipt holders of record on the record date will be entitled to receive the full Dividend Equivalent Payment.

The declaration and payment of dividends on the Common Shares by the Company are at the discretion of the Board of Directors of the Company and are payable on a quarterly basis. The first Dividend Equivalent Payment that holders of Subscription Receipts are expected to be eligible to receive will be, if so declared by the Board of Directors of the Company, in respect of the dividend payable to holders of Common Shares on or about September 29, 2025 to holders of Common Shares of record as of September 15, 2025.

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The gross proceeds from the sale of the Subscription Receipts, less the Non-Escrowed Underwriters' Fee (as defined below) (the "Proceeds") will, from the Offering Closing Date until the earlier of the delivery of the Escrow Release Notice and Direction and the Termination Time, be held in escrow by the Subscription Receipt Agent, and deposited or invested, as applicable, pursuant to the terms of the Subscription Receipt Agreement, provided that Dividend Equivalent Payments may be made from the Proceeds and the interest and other income received or credited thereon from time to time (the "Earned Interest", and any interest and other income received or credited on the Earned Interest from time to time, together with the Proceeds and the Earned Interest, the "Escrowed Funds").

Escrow Conditions:

Once the parties to the Acquisition Agreement are able to complete the Acquisition in all material respects in accordance with the terms of the Acquisition Agreement, without amendment or waiver materially adverse to the Company but for the payment of the Purchase Price, and the Company has available to it all other funds required to complete the Acquisition (the "Escrow Release Condition"), the Company will provide notice (the "Escrow Release Notice and Direction") to the Subscription Receipt Agent and the Subscription Receipt Agent will release the Escrowed Funds, less the Escrowed Underwriters' Fee (as defined below) and any amounts required to satisfy any unpaid Dividend Equivalent Payments, to or at the direction of the Company. The Escrow Release Condition may, if the foregoing conditions are met, at the election of the Company, occur up to seven business days prior to the scheduled Acquisition Closing Date.

Offering Basis:

Offered publicly in all provinces of Canada by way of a prospectus supplement to the Base Shelf Prospectus, on a private placement basis in the U.S. to "qualified institutional buyers" pursuant to Rule 144A under the United States Securities Act of 1933, as amended, and internationally as permitted pursuant to private placement exemptions under local securities laws. Copies of the Base Shelf Prospectus and of the prospectus supplement and any amendments thereto will be available on the Company's profile on SEDAR+ at www.sedarplus.ca.

Underwriting Basis:

"Bought deal" subject to conventional bought deal termination provisions to be included in a definitive Underwriting Agreement.

Listing:

The existing Common Shares of Keyera are listed on the Toronto Stock Exchange (the "TSX") under the symbol "KEY". An application will be made to list the Subscription Receipts (including the Subscription Receipts issuable pursuant to the Over-Allotment Option) and the Common Shares issuable pursuant to the terms of the Subscription Receipts on the TSX.

Eligibility:

Eligible for RRSPs, RRIFs, RESPs, DPSPs, RDSPs, TFSAs and FHSAs.

Joint Bookrunners:

RBC Capital Markets, CIBC Capital Markets, National Bank Financial Inc., Scotiabank and TD Securities Inc.

Commission:

3.5% of the gross proceeds of the Offering. Of the total Underwriting Fee, 50% will be payable upon the closing of the Offering (the "Non-Escrowed Underwriters' Fee") and the remaining 50% of the Underwriting Fee will be paid upon the release of the Escrowed Funds to the Company as set forth above (the "Escrowed Underwriters' Fee").

Closing:

On or about June 20, 2025 (the "Offering Closing Date").