Subject to Completion, dated June 17, 2025

A copy of this preliminary prospectus supplement has been filed with the securities regulatory authority in each of the provinces of Canada, but has not yet become final for the purposes of the sale of securities. Information contained in this preliminary prospectus supplement may not be complete and may have to be amended.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement, together with the accompanying short form base shelf prospectus dated December 12, 2023 (the "Prospectus") to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference into the Prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

These securities 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. Accordingly, except as permitted by the Underwriting Agreement (as defined herein) and pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws, these securities may not be offered or sold in the United States of America (the "U.S."). This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the U.S. See "Plan of Distribution".

Information has been incorporated by reference in the Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated in the Prospectus by reference may be obtained on request without charge from the Director, Investor Relations of Keyera Corp., at 200, 144-4th Avenue S.W., Calgary, Alberta, T2P 3N4 (telephone: 1-888-699-4853), and are also available electronically at www.sedarplus.ca.

PROSPECTUS SUPPLEMENT

To a Short Form Base Shelf Prospectus Dated December 12, 2023

New Issue

June ● , 2025

KEYERA

KEYERA CORP.

● Subscription Receipts

each representing the right to receive one Common Share

This prospectus supplement qualifies the distribution (the "Offering") of ● subscription receipts (the "Subscription Receipts") of Keyera Corp. (the "Corporation" or "Keyera") at a price of $● per Subscription Receipt (the "Offering Price"). Each Subscription Receipt will entitle the holder to receive, without payment of additional consideration and without further action, one common share of Keyera (a "Common Share"), together with Dividend Equivalent Payments (as defined herein) during the period from the Offering Closing Date (as defined herein) to, but excluding, the Acquisition Closing Date (as defined herein) or to, and including, the date of a Termination Event (as defined herein), as applicable. See "The Acquisition", "Details of the Offering" and "Plan of Distribution".

On June 17, 2025, the Corporation entered into a share purchase agreement (the "Acquisition Agreement") with the Seller (as defined herein) to purchase all of the issued and outstanding shares of Plains Midstream Canada ULC ("PMC") pursuant to the terms and subject to the conditions of the Acquisition Agreement for an aggregate purchase price of $5.15 billion, subject to adjustments (the "Purchase Price"). Pursuant to the Acquisition Agreement, the Corporation will acquire substantially all of Plains All American Pipeline, L.P.'s Canadian NGL (as defined herein) business and select U.S. assets (the "Acquired Business"). Prior to the Acquisition Closing Time (as defined herein), PMC will undergo a pre-closing reorganization and will spin out the Excluded Assets (as defined herein). References to the business and assets of PMC in this prospectus supplement mean the Acquired Business and the assets used in the Acquired Business, respectively, and references to PMC mean, unless the context otherwise requires, PMC and its affiliates that carry on the Acquired Business. See "The Acquisition".

The gross proceeds from the sale of the Subscription Receipts, less the Non-Escrowed Underwriters' Fee (as defined herein), collectively, the "Proceeds", will be held by Odyssey Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"), and deposited or invested, as applicable, pursuant to the terms of the Subscription Receipt Agreement (as defined herein) in short-term obligations of, or guaranteed by, the Government of Canada, corporate commercial paper which is rated "A-1 (high)" by S&P Global Ratings or an equivalent rating from any other designated rating organization (as defined in National Instrument 44-101 – Short Form Prospectus Distributions), guaranteed investment certificates of a Canadian Schedule I bank, or in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Agent as specified in the Subscription Receipt Agreement (as defined herein) until the earlier of (i) the delivery of the notice to be provided by Keyera to the Subscription Receipt Agent, certifying that the Escrow Release Condition (as defined herein) has been satisfied (the "Escrow Release Notice and Direction"), and (ii) the Termination Time (as defined herein), all pursuant to the terms and conditions of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into on the Offering Closing Date (as defined herein) among Keyera, the Subscription Receipt Agent and RBC Dominion Securities Inc. ("RBC"). Any interest or other income earned on the investment or reinvestment of the Proceeds (the "Earned Interest" and, together with the Proceeds and any interest or other income earned or credited on the Earned Interest from time to time, the "Escrowed Funds") from, and including, the Offering Closing Date to, but excluding, the earlier of the delivery of the Escrow Release Notice and Direction and the Termination Time, will be held by the Subscription Receipt Agent, as escrow agent on behalf of the holders of Subscription Receipts, in accordance with the terms of the Subscription Receipt Agreement, provided that Dividend Equivalent Payments may be made from the Escrowed Funds. See "Details of the Offering".

Each Subscription Receipt will entitle the holder thereof to receive automatically, without additional consideration or further action on the part of the holder thereof, one (1) Common Share of the Corporation upon closing of the Acquisition (as defined herein). The Acquisition is expected to close in the first quarter of 2026 (the date of such closing, the "Acquisition Closing Date" and the time of such closing, the "Acquisition Closing Time"), subject to the satisfaction or waiver of customary closing conditions, including the receipt of all required regulatory clearances, including under the Competition Act (Canada) (the "Competition Act"), the Canada Transportation Act (the "CTA") and the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). See "The Acquisition – Acquisition Agreement".

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 Date (as defined herein), 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"), paid first out of any interest and other income received or credited on the investment of the Escrowed Funds and then out of the Escrowed Funds, net of any applicable withholding taxes. For greater certainty, 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 Keyera (the "Board of Directors"), in respect of the dividend payable to holders of Common Shares on or about September 29, 2025, to shareholders of record as of September 15, 2025.

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 (as defined herein), 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 a 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. See "Details of the Offering".

ii -

After the Acquisition Closing Date, the former holders of Subscription Receipts will be entitled, as holders of Common Shares, to receive dividends if, as and when declared by the Board of Directors from time to time, to receive notice of and to vote at all meetings of holders of Common Shares and to all other rights available to holders of Common Shares. See "Capital Structure of the Corporation – Common Shares" in the AIF (as defined herein).

Provided that the Escrow Release Notice and Direction is delivered to the Subscription Receipt Agent on or prior to the Termination Time, the Escrowed Funds, less the Escrowed Underwriters' Fee and any amounts required to satisfy any unpaid Dividend Equivalent Payments, will be released by the Subscription Receipt Agent to or as directed by the Corporation and will be used to fund a portion of the Purchase Price. See "Use of Proceeds".

If (i) the Escrow Release Notice and Direction has not been delivered to the Subscription Receipt Agent prior to 5:00 p.m. (Calgary time) on June 30, 2026 (the "Deadline"), (ii) the Acquisition Agreement is terminated on or before the Deadline, or (iii) Keyera advises (a) the Subscription Receipt Agent and RBC, on its own behalf and on behalf of CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc. and TD Securities Inc. (collectively, together with RBC, the "Lead Underwriters"), $\bullet$ , $\bullet$ , $\bullet$ , $\bullet$ , $\bullet$ , $\bullet$ , $\bullet$ , $\bullet$ , $\bullet$ and $\bullet$ (collectively, together with the Lead Underwriters, the "Underwriters"), 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 Events to occur, the "Termination Time" and the date on which such Termination Time occurs, the "Termination Date"), the Subscription Receipt Agent will return to holders of Subscription Receipts from the Escrowed Funds, no later than the third business day following the Termination Date, 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, in each case net of any applicable withholding taxes. The Termination Payment will be made from the balance of the Escrowed Funds at the Termination Time, provided that if the balance of the Escrowed Funds is insufficient at the Termination Time to cover the aggregate of the Termination Payments payable to the holders of Subscription Receipts, under the Subscription Receipt Agreement, Keyera will be required to pay to the Subscription Receipt Agent, as agent on behalf of the holders of Subscription Receipts, the deficiency between the amount of Escrowed Funds at the Termination Time and the aggregate of the Termination Payments due to the holders of Subscription Receipts. See "Details of the Offering". Any remaining Escrowed Funds after the payment of the Termination Payments shall be paid by the Subscription Receipt Agent to the Corporation.

Price: $● per Subscription Receipt

	Price to the Public	Underwriters' Fee(1)	Net Proceeds to Keyera(2)(3)(4)
Per Subscription Receipt	$●	$●	$●
Total (2)	$●	$●	$●

Notes:

(1) Keyera has agreed to pay the Underwriters a fee equal to $3.5\%$ of the gross proceeds of the Offering (including any gross proceeds resulting from the exercise of the Over-Allotment Option (as defined herein)) to the Underwriters (the "Underwriters' Fee"). Half $(50\%)$ of the Underwriters' Fee is payable on the Offering Closing Date (the "Non-Escrowed Underwriters' Fee"), with the other half $(50\%)$ of the Underwriters' Fee payable upon the release of the Escrowed Funds to Keyera as set forth herein (the "Escrowed Underwriters' Fee"). If a Termination Event occurs, the Underwriters' Fee will consist solely of the Non-Escrowed Underwriters' Fee. See "Plan of Distribution".
(2) Before deducting expenses of the Offering, estimated to be approximately $2 million.
(3) Keyera has granted the Underwriters an over-allotment 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) 5:00 p.m. (Calgary time) on the date that is 30 days following the Offering Closing Date (including the date thereof), and (ii) the Termination Time, to purchase up to an additional $\bullet$ Subscription Receipts (the "Over-Allotment Subscription Receipts") on the same terms and conditions as the Offering, to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in whole or in part, following the

Acquisition Closing, an equal number of Common Shares (the "Over-Allotment Shares") will be issued and sold in lieu of the Over-Allotment Subscription Receipts.

(4) If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to Keyera" (before deducting expenses of the Offering) in respect of the Offering will be $●, $● and $●, respectively. This prospectus supplement also qualifies the grant of the Over-Allotment Option and the issuance of the Over-Allotment Subscription Receipts and the issuance of the Over-Allotment Shares, as applicable, upon the exercise of the Over-Allotment Option. A purchaser who acquires Over-Allotment Subscription Receipts or Over-Allotment Shares, as applicable, forming part of the Underwriters' over-allocation position acquires such Over-Allotment Subscription Receipts and Over-Allotment Shares under this prospectus supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Where applicable, references to "Offering" and "Offered Securities" in this prospectus supplement include the Subscription Receipts, Common Shares, Over-Allotment Subscription Receipts and the Over-Allotment Shares, as the context may dictate, issuable upon the exercise of the Over-Allotment Option. See "Plan of Distribution".

The following table sets out the number of Over-Allotment Subscription Receipts that may be issuable pursuant to the Over-Allotment Option.

Underwriters' Position	Maximum Number of Securities Available	Exercise Period	Exercise Price
Over-Allotment Option	● Over-Allotment Subscription Receipts(1)	For a period not later than the earlier of (i) 5:00 p.m. (Calgary time) on the day that is 30 days after the Offering Closing Date, and (ii) the Termination Time	$● per Over-Allotment Subscription Receipt

Note:

(1) If the Over-Allotment Option is exercised in whole or in part, following the Acquisition Closing, Over-Allotment Shares will be issued and sold in lieu of Over-Allotment Subscription Receipts.

The issued and outstanding common shares of Keyera (the "Common Shares") are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "KEY". On June 16, 2025, the day prior to the public announcement of the Acquisition and the Offering, and the last trading day prior to the filing of this prospectus supplement, the closing price of the Common Shares on the TSX was $41.59 per Common Share.

The Corporation has applied to the TSX to list the Subscription Receipts offered under this prospectus supplement and the Common Shares issuable upon the exchange of the Subscription Receipts. Listings will be subject to the Corporation fulfilling all the listing requirements of the TSX. There can be no assurance that the Subscription Receipts will be accepted for listing on the TSX or that the Common Shares issuable upon exchange of the Subscription Receipts will be accepted for listing on the TSX.

There is currently no market through which the Subscription Receipts may be sold and purchasers may not be able to resell Subscription Receipts purchased under this prospectus supplement. This may affect the pricing of the Subscription Receipts in the secondary market, the transparency and availability of trading prices, the liquidity of the Subscription Receipts and the extent of issuer regulation. See "Risk Factors – Market Price".

Prospective purchasers should rely only on the information contained or incorporated by reference in the Prospectus. The Corporation and the Underwriters have not authorized anyone to provide prospective purchasers with information different from that contained or incorporated by reference in the Prospectus. The Subscription Receipts are being offered only in jurisdictions where, and to persons to whom, offers and sales are lawfully permitted.

The Underwriters, as principals, conditionally offer the Subscription Receipts, subject to prior sale, if, as and when issued, sold and delivered by Keyera to, and accepted by, the Underwriters in accordance with the terms and conditions contained in the Underwriting Agreement and subject to the approval of certain legal matters on behalf of Keyera by Norton Rose Fulbright Canada LLP and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP.

The terms of the Offering were determined by negotiations between Keyera and the Underwriters. The Underwriters propose to offer the Subscription Receipts initially at the Offering Price. After a reasonable effort has been made to sell all of the Subscription Receipts at the Offering Price, the Underwriters may subsequently reduce the selling price to purchasers from time to time in order to sell any of the Subscription Receipts remaining unsold. Notwithstanding any reduction in the Offering Price, any such reduction will not affect the proceeds received by the Corporation. See "Plan of Distribution".

Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that closing of the Offering will occur

on or about June 20, 2025, or such later date as Keyera and the Lead Underwriters may agree (such date of closing of the Offering, the "Offering Closing Date"). The issuance of the Common Shares to the holders of the Subscription Receipts is conditional upon, among other things, the delivery of the Escrow Release Notice and Direction. The Escrow Release Notice and Direction will only be delivered if the Escrow Release Condition is satisfied and the Acquisition Closing occurs prior to the Termination Time. See "Details of the Offering" and "Risk Factors – Subscription Receipt Structure".

Subject to applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions which stabilize or maintain the market price of the Subscription Receipts at levels other than those which may prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution".

Each of RBC, CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc. and TD Securities Inc., ● and ● is a subsidiary or an affiliate of a lender (collectively, the "Lenders") which has extended or has committed to extend credit facilities to Keyera, including under the $1.5 billion revolving credit facility of Keyera (the "Revolving Credit Facility") and two bilateral operating credit facilities of the Corporation with aggregate available credit of $100 million (collectively, the "Bilateral Credit Facilities"). Furthermore, RBC also acted as financial advisor to Keyera in connection with the Acquisition. In addition, affiliates of RBC provided the Commitment Letter (as defined herein) and agreed to syndicate the Acquisition Credit Facilities (as defined herein) in connection with the Acquisition. Consequently, the Corporation may be considered to be a "connected issuer" of each of these Underwriters for the purposes of applicable securities legislation. See "Relationship Between the Corporation and the Underwriters".

In the opinion of counsel, the Subscription Receipts and the Common Shares issuable to the holders of the Subscription Receipts, if issued on the date thereof, generally would be qualified investments under the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act") for certain tax-exempt trusts. See "Eligibility for Investment".

An investment in the Subscription Receipts involves certain risks that should be considered by a prospective purchaser. See "Risk Factors".

Information with respect to a purchaser's right to withdraw or rescind from an agreement to purchase securities is provided below. See "Statutory Rights of Withdrawal and Rescission".

The Corporation's registered and head office are each located at 200, 144 – 4th Avenue S.W., Calgary, Alberta T2P 3N4.

PROSPECTUS SUPPLEMENT

DEFINITIONS AND OTHER MATTERS ... S-1
FORWARD-LOOKING INFORMATION ... S-1
INDUSTRY DATA AND THIRD PARTY SOURCES ... S-5
PRESENTATION OF FINANCIAL INFORMATION ... S-5
CAUTIONARY NOTE REGARDING UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ... S-6
NON-IFRS AND OTHER FINANCIAL MEASURES ... S-6
DOCUMENTS INCORPORATED BY REFERENCE ... S-7
MARKETING MATERIALS ... S-8
KEYERA CORP. ... S-8
THE ACQUISITION ... S-9
CONSOLIDATED CAPITALIZATION ... S-19
USE OF PROCEEDS ... S-20
PRIOR SALES ... S-21
MARKET FOR SECURITIES ... S-21
DETAILS OF THE OFFERING ... S-22
PLAN OF DISTRIBUTION ... S-25
RELATIONSHIP BETWEEN THE CORPORATION AND THE UNDERWRITERS ... S-32
CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES ... S-32
ELIGIBILITY FOR INVESTMENT ... S-40
RISK FACTORS ... S-40
LEGAL MATTERS ... S-52
INTEREST OF EXPERTS ... S-52
AGENT FOR SERVICE OF PROCESS IN CANADA ... S-52
AUDITORS, TRANSFER AGENT AND REGISTRAR ... S-52
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ... S-52
FINANCIAL STATEMENTS ... F-1
INVESTOR PRESENTATION ... I-1
CERTIFICATE OF THE UNDERWRITERS ... C-1

PROSPECTUS

COVER PAGE ... 1
NOTE REGARDING FORWARD-LOOKING INFORMATION ... 6
NON-GAAP FINANCIAL MEASURES ... 6
DOCUMENTS INCORPORATED BY REFERENCE ... 7
MARKETING MATERIALS ... 8
KEYERA CORP. ... 9
CONSOLIDATED CAPITALIZATION ... 9
USE OF PROCEEDS ... 9
EARNINGS COVERAGE ... 10
PLAN OF DISTRIBUTION ... 10
CERTAIN INCOME TAX CONSIDERATIONS ... 10
RISK FACTORS ... 10
LEGAL MATTERS ... 11
WELL-KNOWN SEASONED ISSUER ... 11
AUDITOR, REGISTRAR AND TRANSFER AGENT ... 11
CONTRACTUAL RIGHTS OF RESCISSION ... 12
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ... 12
CERTIFICATE OF THE CORPORATION ... 13

DEFINITIONS AND OTHER MATTERS

Unless otherwise specified or the context otherwise requires, all references in this prospectus supplement to "Keyera" or the "Corporation" refer to Keyera Corp. and its direct and indirect subsidiaries and predecessors or other entities controlled by them.

This document is in two parts. The first part is this prospectus supplement, which describes certain terms of the Offered Securities and adds to and updates certain information contained in the Prospectus and the documents incorporated by reference therein. The second part, the Prospectus, gives more general information, some of which may not apply to the Offered Securities offered hereunder. Defined terms or abbreviations used in this prospectus supplement that are not defined herein have the meanings ascribed thereto in the Prospectus.

Readers should rely only on the information contained in: (i) this prospectus supplement; (ii) the Prospectus; or (iii) any documents incorporated by reference in the Prospectus. Keyera has not, and the Underwriters have not, authorized anyone to provide a reader with different or additional information. Keyera is not, and the Underwriters are not, making an offer to sell the Subscription Receipts in any jurisdiction where the offer or sale is not permitted by law. Readers are cautioned that if anyone provides any different or inconsistent information, the reader should not rely on it. Readers should not assume that the information contained in: (i) this prospectus supplement; (ii) the Prospectus; or (iii) any documents incorporated by reference in the Prospectus, is accurate as of any date other than the date of such documents as the Corporation's business, operating results, financial condition and prospects may have changed since that date.

In this prospectus supplement the term "MMbbl" refers to million barrels of oil, the term "kbbl" means thousand barrels of oil, the term "bpd" means barrels of oil per day, the term "kbpd" means thousand barrels of oil per day, the term "C3+" means isopropanes, the term "C5+" means condensate, the term "Bcf" means billion cubic feet, the term "Bcf/d" means billion cubic feet per day, "Mcf" means million cubic feet.

All dollar amounts set forth in this prospectus supplement are in Canadian dollars unless otherwise indicated. References to "$" or "C$" are to Canadian dollars and references to "US$" are to U.S. dollars. The following table sets forth, for the periods indicated, the high, low average and end of period daily average rate of exchange for one U.S. dollar, expressed in Canadian dollars, published by the Bank of Canada during the respective periods.

	Three Months Ended March 31		Year Ended December 31
	2025	2024	2024	2023	2022
	(C$)	(C$)	(C$)	(C$)	(C$)
Highest rate during the period	1.46	1.36	1.44	1.39	1.39
Lowest rate during the period	1.41	1.33	1.33	1.31	1.25
Average daily rate for the period(1)	1.44	1.35	1.37	1.35	1.30
Rate at the end of the period	1.44	1.36	1.44	1.32	1.35

Note:
(1) Determined by averaging the rates on the last day of each month during the respective period.

FORWARD-LOOKING INFORMATION

Certain statements contained in this prospectus supplement, the Prospectus and the documents incorporated by reference in the Prospectus contain forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). These statements relate to future events or Keyera's future performance. The forward-looking information herein is intended to provide readers with information regarding Keyera, including its assessment of future plans, operations and financial performance related to the Acquisition and the Offering, and the proposed Acquisition Debt Offerings (as defined herein), and may not be appropriate for other purposes. With respect to forward-looking information contained in the documents incorporated by reference herein, readers should refer to "Forward-Looking Information" in each of the AIF, the Circular and the Q1 2025 MD&A (each as defined herein) and to "Forward-Looking Information and Advisory Statement" in the

Annual MD&A (as defined herein), as well as the advisory sections of any other document incorporated by reference herein or attached hereto.

All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "target", "should", "could", "would", "believe", "predict", "forecast", "outlook", "objective", "pursue", "potential", "capable", "seek", and similar expressions expressing future outcomes or statements are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this prospectus supplement, the Prospectus and the documents incorporated by reference in the Prospectus should not be unduly relied upon. These statements speak only as of the date of this prospectus supplement. In particular, this prospectus supplement, the Prospectus and the documents incorporated by reference in the Prospectus contain forward-looking statements pertaining to, among other things, the Acquisition and the associated post-closing operational and financial performance, business objectives, expected growth (including magnitude of growth), results of operations, performance, business projects and opportunities, capital expenditures and financial results.

This prospectus supplement also contains forward-looking statements with respect to:

the Offering and the Acquisition, including in respect of the use of proceeds from the Offering and the expected closing dates of each;
the timing of the distribution of the Subscription Receipts pursuant to the Offering and the distribution of Common Shares upon the closing of the Acquisition;
the anticipated timing and closing of the Acquisition in accordance with its terms;
the timing and ability of Keyera to enter into certain ancillary agreements with Seller and its affiliates, including the Transition Services Agreement, as contemplated by the Acquisition Agreement;
anticipated benefits of the Acquisition including implementing certain operational improvements and cost-savings initiatives following the completion of the Acquisition, establishing a platform for future investments, positioning the Corporation to pursue additional integration opportunities and capital-efficient expansions along its national NGL corridor, and Keyera's ability to leverage its expertise in risk management, marketing, and operational optimization to enhance margins and boost performance;
the timing and ability of Keyera to enter into credit agreements for the Acquisition Credit Facilities on acceptable terms;
Keyera's expectations regarding the Acquisition Debt Offerings, including the impact on Keyera's financial condition and credit ratings; and
Keyera's expectation that it will achieve financial performance targets including but not limited to segment profits, adjusted EBITDA, payout ratio and credit ratings.

The forward-looking statements in the Prospectus, this prospectus supplement and the documents incorporated by reference in the Prospectus involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect Keyera's then current views with respect to future events based on certain facts and assumptions and are subject to certain risks and uncertainties, including, without limitation, changes in market, competition, governmental or regulatory conditions, interest rate and foreign exchange rate risk and general economic conditions and the other factors described under the heading "Risk Factors" herein and in each of the AIF, the Annual MD&A, the Q1 2025 MD&A and the Prospectus. The material assumptions in making these forward-looking statements are disclosed herein and in the AIF, the Annual MD&A and the Q1 2025 MD&A, as may be modified or superseded by documents incorporated or deemed to be incorporated by reference in the Prospectus, under the headings set forth above and comparable sections and, in relation to the Acquisition and the Offering, include the following material assumptions:

the satisfaction of all conditions to closing the Offering, the Acquisition Credit Facilities and the Acquisition and, in each case, on the terms and timeframes contemplated;

S-2

the fulfillment by the Underwriters of their obligations pursuant to the Underwriting Agreement and by the Subscription Receipt Agent of their obligations pursuant to the Subscription Receipt Agreement;
the Purchase Price of the Acquisition, subject to post-closing adjustments;
the successful completion of the Acquisition and Keyera's ability to obtain the anticipated benefits therefrom, including impacts on growth and accretion in various financial metrics;
the accuracy of historical and forward-looking operational and financial information and estimates provided by PMC and the Seller;
Keyera's ability to integrate the assets acquired pursuant to the Acquisition into Keyera's operations;
the integrity and reliability of Keyera's and the PMC's pipeline and energy assets;
the timing of planned and unplanned outages and the use and utilization of Keyera's and the PMC's pipeline and energy assets;
the accuracy of financial and operational projections of Keyera following completion of the Acquisition;
the availability and repayment of the Acquisition Credit Facilities;
the replacement, refinancing or repayment of the Acquisition Credit Facilities through the issuance of debt and hybrid securities pursuant to the Acquisition Debt Offerings and the net proceeds therefrom;
the anticipated effect of the Acquisition, the Offering, the Acquisition Credit Facilities (if drawn) and the Acquisition Debt Offerings on Keyera's financial condition and credit ratings;
the anticipated effect of the Acquisition on the consolidated capitalization of Keyera following the completion of the Offering; and
the anticipated borrowings under the Acquisition Credit Facilities following the completion of the Acquisition, if they are not replaced by the Acquisition Debt Offerings.

Management believes that its assumptions and analysis are reasonable and that the expectations reflected in the forward-looking statements contained herein and in the documents incorporated by reference in the Prospectus are also reasonable. However, it cannot assure readers that these expectations will prove to be correct.

All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events, levels of activity and achievements to differ materially from those anticipated in the forward-looking statements. Such factors include but are not limited to, the risk factors described under the heading "Risk Factors" herein and in each of the AIF, the Annual MD&A, the Q1 2025 MD&A and in the Prospectus, as well as:

failure to complete the Acquisition in all material respects in accordance with the Acquisition Agreement or as otherwise expected;
failure to obtain, in a timely manner or on the terms expected, regulatory, stock exchange and other required approvals or satisfy other conditions in connection with the Offering and the Acquisition;
unforeseen difficulties faced by the Underwriters in fulfilling their obligations under the Underwriting Agreement;
unforeseen difficulties faced by the Subscription Receipt Agent in fulfilling their obligations under the Subscription Receipt Agreement;
failure to close the Acquisition Credit Facilities (if needed);
failure to close the Acquisition Debt Offerings;
failure to realize the anticipated benefits of the Acquisition;
failure to achieve anticipated operating and financial performance in Keyera's and the PMC's pipeline and energy assets;
the materiality of the closing adjustments;
unforeseen difficulties in integrating the assets acquired pursuant to the Acquisition into Keyera's operations;
unexpected costs or liabilities related to the Acquisition and Keyera's ability to be indemnified or to access proceeds from insurance in respect thereof;
the inaccuracy or incompleteness of information provided by PMC or the Seller in respect of the Acquisition;
the inaccuracy of financial and operational projections;
the inaccuracy of pro forma information with respect to Keyera's business, financial condition, cash flows and operations after giving effect to the Acquisition and the Offering and the Acquisition Credit Facilities and/or the proposed Acquisition Debt Offerings;

S-3

the availability and repayment of the Acquisition Credit Facilities (if drawn);
risks associated with re-contracting;
increased litigation or negative public perception as a result of the Acquisition;
increased indebtedness;
the anticipated effect of the Acquisition and related financings on Keyera's leverage metrics and credit ratings;
the anticipated effect of the Acquisition on the consolidated capitalization of Keyera following the completion of the Offering, the anticipated borrowings under the Acquisition Credit Facilities and/or the Acquisition Debt Offerings and the completion of the Acquisition;
increased exposure to risks relating to foreign exchange rates;
risks related to adverse weather conditions and natural disasters; and
other risks inherent in the business conducted by PMC or the additional risks created by combining Keyera and PMC's business and assets.

Keyera cautions that the foregoing list of risks, uncertainties and factors is not exhaustive. The effect of any one risk, uncertainty or factor on a particular forward-looking statement is uncertain because these factors are not independent and management's future course of action would depend on Keyera's assessment of all information at that time. Although Keyera believes that the expectations in the forward-looking statements are reasonable based on information available to Keyera on the date of preparation, Keyera can give no assurances as to future results, levels of activity and achievements.

Readers are therefore cautioned that they should not place undue reliance on the forward-looking statements contained in this prospectus supplement, the Prospectus or in the documents incorporated by reference in this prospectus supplement or the Prospectus, as actual results achieved may vary from the forward-looking statements provided and the variations may be material. Keyera makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements. Furthermore, the forward-looking statements contained in this prospectus supplement are made as of the date of this prospectus supplement and the forward-looking statements contained in the documents incorporated by reference are made as of the date specified in the applicable documents incorporated by reference, as applicable. In some instances, the Prospectus, this prospectus supplement and the documents incorporated by reference in the Prospectus may also contain forward-looking statements attributed to third-party industry sources. The Corporation does not undertake any obligation to publicly update, or revise any forward-looking statements, to reflect new information, subsequent events or otherwise, except as required by applicable securities laws.

Additional information on these and other risks, uncertainties and factors is included under the heading "Risk Factors" in this prospectus supplement, and in each of the Prospectus, the AIF, the Annual MD&A and the Q1 2025 MD&A.

Financial outlooks contained in this prospectus supplement about prospective financial performance, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available and is subject to the same risk factors, limitations and qualifications as set forth above. The financial information included in this prospectus supplement has been prepared by, and is the responsibility of, management. The purpose of the financial outlook and future-oriented financial information provided in this prospectus supplement is to assist readers in understanding the Corporation's expected financial results following completion of the Acquisition, the Offering, borrowings under the Acquisition Credit Facilities and/or the Acquisition Debt Offerings, as applicable, and may not be appropriate for other purposes. The Corporation and its management believe that such financial information has been prepared on a reasonable basis, reflecting the best estimates and judgments, and that prospective financial information represents, to the best of management's knowledge and opinion, the Corporation's expected course of action. However, because this prospective information is highly subjective, it should not be relied on as necessarily indicative of past or future results, as the actual results may differ materially from those set forth in this prospectus supplement. The prospective financial information contained in this prospectus supplement was not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information.

S-4

Deloitte LLP expresses no opinion or any other form of assurance with respect to forward-looking information contained in this prospectus supplement. The report of Deloitte LLP incorporated by reference into this prospectus supplement relates to the historical annual consolidated financial statements of the Corporation as at and for the years ended December 31, 2024 and 2023 only and does not extend to the forward-looking information and should not be read to do so.

PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the prospective financial information contained in this prospectus supplement and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in this document relates to the previously issued financial statements of Plains All American Pipeline, L.P. Natural Gas Liquids Business. It does not extend to the prospective financial information and should not be read to do so.

This cautionary statement qualifies all forward-looking statements contained in this prospectus supplement, the Prospectus and the documents incorporated by reference in this prospectus supplement and the Prospectus.

INDUSTRY DATA AND THIRD PARTY SOURCES

This prospectus supplement includes information and data obtained from third party sources, industry publications and publicly available information, as well as information prepared by management on the basis of its knowledge of the industry in which the Corporation operates, including management's estimates and assumptions relating to the industry based on that knowledge. Management believes that such information and data are accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness of this information and data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although management believes the information and data it obtained from third party sources to be reliable, the Corporation has not independently verified any of such information or data nor has the Corporation ascertained the underlying economic or other assumptions relied upon by such sources and cannot and does not provide any representation or assurance as to the accuracy or completeness of the information or data, or appropriateness of the information or data for any particular analytic purpose and, accordingly, disclaims any liability in relation to such information and data. The Corporation has no intention and undertakes no obligation to update or revise any information or data, whether as a result of new information, future events or otherwise, except as required by law.

This prospectus supplement includes business, operational and financial information relating to the Acquired Business, which is based solely upon information made publicly available, or provided to the Corporation by PMC or the Seller in connection with the Acquisition. See "Risk Factors – Information Provided by PMC or the Seller".

PRESENTATION OF FINANCIAL INFORMATION

The financial statements of Keyera incorporated by reference in this prospectus supplement are reported in Canadian dollars and have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). Unless otherwise indicated in this prospectus supplement, all financial information of the Acquired Business included in this prospectus supplement is reported in U.S. dollars and has been derived from audited and unaudited historical financial statements of Acquired Business that were prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The recognition, measurement and disclosure requirements of U.S. GAAP differ from IFRS Accounting Standards.

Where financial information of Acquired Business has been converted from U.S. dollars to Canadian dollars for purposes of comparison to and combination with, financial information of Keyera, U.S. dollars have been converted to Canadian dollars at an exchange rate of: (i) $1.43785 Canadian dollars per $1.00 U.S. dollar for the balance sheet information as at March 31, 2025 contained in the Keyera Pro Forma Financial Statements (as defined herein); (ii) $1.43503 Canadian dollars per $1.00 U.S. dollar for the income statement as at March 31, 2025 contained in the Keyera Pro Forma Financial Statements; and (iii) $1.36867 Canadian dollars per $1.00 U.S. dollar for the income statement as at December 31, 2024 contained in the Keyera Pro Forma Financial Statements. The assets and liabilities of Acquired Business shown in the unaudited pro forma condensed consolidated statement of financial position of

S-5

Keyera as at March 31, 2025 are reported in Canadian dollars and reflect the U.S. dollar-to-Canadian dollar period-end closing exchange rate. The revenues and expenses of Acquired Business shown in the unaudited pro forma condensed consolidated statements of net earnings and comprehensive income of Keyera for the year ended December 31, 2024 and the three months ended March 31, 2025 are reported in Canadian dollars and reflect the average U.S. dollar-to-Canadian dollar exchange rate for such periods. Certain tables containing financial information in this prospectus supplement may not add due to rounding.

CAUTIONARY NOTE REGARDING UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

This prospectus supplement contains the unaudited pro forma condensed consolidated financial statements of Keyera, comprised of the pro forma condensed consolidated statement of financial position of Keyera as at March 31, 2025 and the pro forma condensed consolidated statements of net earnings and comprehensive income of Keyera for the year ended December 31, 2024 and the three months ended March 31, 2025, together with the notes thereto, giving effect to the Acquisition, the Offering and the borrowings under the Acquisition Credit Facilities (the "Keyera Pro Forma Financial Statements"). The Keyera Pro Forma Financial Statements have been prepared using certain of Keyera's and the Acquired Business' respective historical financial statements as more particularly described in the notes to the Keyera Pro Forma Financial Statements. Keyera has not independently verified the financial statements of the Acquired Business that were used to prepare the Keyera Pro Forma Financial Statements or that are included in this prospectus supplement. The Keyera Pro Forma Financial Statements are not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon the finalization of the Purchase Price allocation pursuant to the Acquisition Agreement may differ from the amounts reflected in the Keyera Pro Forma Financial Statements. Since the Keyera Pro Forma Financial Statements have been developed to retroactively show the effect of a transaction that has or is expected to occur at a later date, there are limitations inherent in the very nature of pro forma financial information and data. The Keyera Pro Forma Financial Statements contained in this prospectus supplement are included for informational purposes only and undue reliance should not be placed on the Keyera Pro Forma Financial Statements. See "Forward-Looking Information" and "Risk Factors".

NON-IFRS AND OTHER FINANCIAL MEASURES

This prospectus supplement, including the Investor Presentation appended hereto, contains references to certain non-IFRS Accounting Standards financial measures and ratios and industry measures that are used by the Corporation as supplemental indicators of the financial performance of the Corporation. Such measures and ratios are not recognized under IFRS Accounting Standards, and do not have a standardized meaning under IFRS Accounting Standards, and therefore may not be comparable to similar measures used by other companies. The Corporation believes presenting non-IFRS Accounting Standards financial measures helps readers to better understand how management analyzes results, shows the impacts of specified items on the results of the reported periods, and allows readers to assess results without the specified items if they consider such items not to be reflective of the underlying performance of the Corporation's operations.

Management considers these to be important supplemental measures of the Corporation's performance and believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in industries with similar capital structures. Readers are encouraged to evaluate each adjustment and the reasons the Corporation considers it appropriate for supplemental analysis. Readers are cautioned, however, that these measures should not be construed as an alternative to net income, cash flow from operating activities, operating margin or other measures of financial results determined in accordance with IFRS Accounting Standards, as an indication of the performance of the Corporation.

For a definition, description and, where appropriate, reconciliation of these non-IFRS Accounting Standards measures, please refer to the section entitled "Non-GAAP and Other Financial Measures" in the Investor Presentation appended hereto.

S-6

DOCUMENTS INCORPORATED BY REFERENCE

This prospectus supplement is deemed to be incorporated by reference into the Prospectus solely for the purposes of the Offering. Other information has also been incorporated by reference in the Prospectus from documents filed with the securities commission or similar regulatory authority in each of the provinces of Canada. Copies of the documents incorporated by reference in the Prospectus may be obtained on request without charge from the Director, Investor Relations of the Corporation at 200, 144-4th Avenue S.W., Calgary, Alberta T2P 3N4 (Telephone: 1-888-699-4853). These documents are also available through SEDAR+ at www.sedarplus.ca.

The following documents of Keyera have been filed with the securities commission or similar regulatory authority in each of the provinces of Canada and are specifically incorporated by reference into and form an integral part of the Prospectus:

(a) the information circular of Keyera dated March 27, 2025 (the "Circular") relating to the annual and special meeting of shareholders held on May 15, 2025;

(b) the annual information form of Keyera dated March 5, 2025 (the "AIF") for the year ended December 31, 2024;

(c) the audited consolidated financial statements of Keyera as at and for the years ended December 31, 2024 and 2023, together with the notes thereto (the "Annual Financial Statements") and the report of the independent auditor thereon;

(d) the management's discussion and analysis of Keyera dated February 13, 2025 (the "Annual MD&A") for the year ended December 31, 2024;

(e) the unaudited interim condensed consolidated financial statements of Keyera as at March 31, 2025 and for the three months ended March 31, 2025 and 2024 together with the notes thereto (the "Q1 2025 Financial Statements");

(f) the management's discussion and analysis of Keyera dated May 15, 2025 (the "Q1 2025 MD&A") for the three months ended March 31, 2025;

(g) the template version (as such term is defined in National Instrument 41-101 – General Prospectus Requirements) of the term sheet utilized in connection with the Offering, dated and filed June 17, 2025 (the "Term Sheet"); and

(h) the template version of the investor presentation utilized in connection with the Offering, dated and filed June 17, 2025, a copy of which is included beginning on page I-1 of this prospectus supplement (the "Investor Presentation" and, together with the Term Sheet, the "Offering Marketing Materials").

Any documents of the type referred to above, including any interim financial statements and related management's discussion and analysis, any material change reports (except confidential material change reports) and business acquisition reports, filed by the Corporation with the various securities commissions or similar authorities in Canada after the date of this prospectus supplement and prior to the completion or termination of the Offering shall be deemed to be incorporated by reference into the Prospectus for purposes of the Offering. These documents will be available electronically at www.sedarplus.ca.

Any statement contained in the Prospectus, in this prospectus supplement or in any other document (or part thereof) incorporated or deemed to be incorporated by reference into the Prospectus shall be deemed to be modified or superseded for the purposes of this prospectus supplement to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference in the Prospectus modifies or supersedes such prior statement. The modifying or superseding statement need

S-7

not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the Prospectus.

MARKETING MATERIALS

The Offering Marketing Materials do not form part of this prospectus supplement or the Prospectus to the extent that the contents thereof have been modified or superseded by a statement contained in this prospectus supplement.

Any template version of any marketing materials (as such term is defined in National Instrument 41-101 – General Prospectus Requirements) filed with the securities commission or similar authority in each of the provinces of Canada in connection with the Offering after the date of this prospectus supplement but prior to the completion or termination of the distribution of the securities under this prospectus supplement is deemed to be incorporated by reference in this prospectus supplement.

KEYERA CORP.

Keyera is Canadian-based energy infrastructure company that operates a fully integrated value chain centered around transporting, processing and marketing natural gas liquids ("NGLs"). This value chain offers customers, which includes producers of oil, natural gas and NGLs, a full range of reliable services which allows them to optimize the value they receive for their products. Keyera is organized into three highly integrated reportable segments:

Gathering and Processing – Keyera owns and operates raw gas gathering pipelines and processing plants, which collect and process raw natural gas, remove waste products and separate the economic components – primarily NGLs – before the sales gas is delivered into long-distance pipeline systems for transportation to end-use markets. Keyera also provides condensate handling services through its condensate gathering pipelines and stabilization facilities.
Liquids Infrastructure – Keyera owns and operates a network of facilities for the gathering, processing, storage and transportation of the by-products of natural gas processing, including NGLs in mix form and specification NGLs such as ethane, propane, butane and condensate. In addition, this segment includes Keyera's iso-octane facilities at Alberta EnviroFuels, its liquids blending facilities, its interest in the South Cheecham rail and truck terminal and its interest in the crude oil storage facility at the Base Line Terminal.
Marketing – Keyera markets a range of products associated with its two infrastructure business lines, primarily propane, butane, condensate and iso-octane, and also engages in liquids blending activities.

For a description of the business and operations of Keyera, see "Description of the Structure of Keyera", "General Development of the Business" and "Business of Keyera" in the AIF.

Recent Developments

On June 9, 2025, Keyera announced the formal sanctioning of KAPS Zone 4, a strategic extension of its integrated system. This expansion strengthens Keyera's connectivity to the growing liquids-rich Montney regions of northeast British Columbia and northwest Alberta, some of the most active and resource-rich areas in North America.

S-8

S-9

THE ACQUISITION

The Acquisition

On June 17, 2025, the Corporation entered into the Acquisition Agreement with the Seller to purchase all of the issued and outstanding shares of PMC pursuant to the terms and subject to the conditions of the Acquisition Agreement. The aggregate Purchase Price to be paid is $5.15 billion in cash, as adjusted in accordance with the Acquisition Agreement. Prior to the Acquisition Closing Date, the Excluded Assets will be spun out of PMC. See "The Acquisition – The Acquisition Agreement" and "The Acquisition – Business and Assets of PMC".

The unaudited consolidated financial statements of the Acquired Business as at and for the year ended December 31, 2023, the audited consolidated financial statements of the Acquired Business as at and for the year ended December 31, 2024, the unaudited interim condensed consolidated financial statements of the Acquired Business as at March 31, 2025 and for the three months ended March 31, 2025 and March 31, 2024 together with the notes thereto, and the Keyera Pro Forma Financial Statements are included as an appendix to this prospectus supplement. See "Cautionary Note Regarding Unaudited Pro Forma Condensed Consolidated Financial Statements" and "The Acquisition – Acquisition Rationale – Key Pro Forma Information."

The Acquisition is expected to close in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions. The customary closing conditions include, among other things, the receipt of all Required Regulatory Approvals (as defined herein), including under the Competition Act, the CTA and the expiration or termination of the applicable waiting period under the HSR Act. See "The Acquisition – The Acquisition Agreement – Closing Conditions."

Keyera expects to fund the Purchase Price for the Acquisition and related expenses with a combination of the following: (i) the net proceeds of the Offering; (ii) funding provided under the Acquisition Credit Facilities and/or the Acquisition Debt Offerings; and (iii) existing cash on hand and other sources available to Keyera, including capacity under the Revolving Credit Facility. See "The Acquisition – Financing the Acquisition."

References to the business and assets of PMC in this prospectus supplement mean the Acquired Business and the assets used in the Acquired Business, respectively, and references to PMC mean, unless the context otherwise requires, PMC and its affiliates that carry on the Acquired Business.

Acquisition Rationale

The Acquisition directly supports Keyera's long-term strategy of expanding its integrated, fee-for-service NGL platform through disciplined growth. The PMC portfolio of assets strengthens Keyera's position across the entire value chain and enhances market access for customers across all major NGL products, including ethane, propane, butane, condensate, and iso-octane. The combined platform will also create a strong foundation for future optimization and expansion. The graphic below outlines the combined platform of Keyera and PMC's business.

Specifically, the Acquisition:

enhances the scale of NGL infrastructure by combining Keyera's and PMC's gathering fractionation and storage operations;
extends the integrated value chain to eastern North America, providing geographic diversification and expanded reach to customers;
complements existing business segments and product flows, with additional capacity and flexibility to transport, store, and market ethane, propane, butane and condensate;
unlocks commercial potential by applying Keyera's expertise in risk management, marketing, and operational optimization to improve margins and drive performance;
delivers meaningful synergies with approximately $100 million of expected near-term annual corporate cost savings and operational enhancements in the first full year;
maintains strong contract foundation with approximately 70% of pro forma realized margin supported by long-term commercial agreements supporting dividend sustainability and growth; and
creates a platform for future investment, positioning the Corporation to pursue further integration opportunities and capital-efficient expansions along its cross Canada NGL corridor.

Key highlights of the Acquisition are as follows:

The Acquisition will Accelerate Growth

The combination of Keyera and PMC's midstream businesses is expected to materially enhance Keyera's growth outlook. Pro forma, fee-based adjusted EBITDA is projected to grow by approximately 50% in the first full year and includes near-term synergies. This growth will be further enhanced by the realization of identified synergies, and the completion of projects already underway.

S-10

Key Pro Forma Information

Pro forma leverage is expected to remain within the Corporation's long-term target range of 2.5 to 3.0 times net debt to adjusted EBITDA. Keyera anticipates being within this range following the closing of the transaction. Supported by its stable fee-for-service business model and strong free cash flow generation, Keyera remains well positioned to continue operating with one of the strongest balance sheets in the sector.

The Acquisition will Deliver Greater Value to Customers

The combination of Keyera and PMC's NGL midstream assets creates a more capable and efficient NGL platform, expanding market connectivity and service offerings across North America. With a larger footprint and stronger integration, Keyera can deliver more reliable, flexible, and cost-effective solutions to customers. The Corporation's expanded reach will support customers in accessing high-value markets.

Selected Unaudited Pro Forma Condensed Consolidated Financial Information

The following tables set forth selected pro forma condensed consolidated financial information (i) for the year ended December 31, 2024, and (ii) for the three months ended March 31, 2025, in each case after giving effect to the Acquisition, the Offering, borrowings under the Acquisition Credit Facilities, and certain other assumptions and adjustments, all as described in the Keyera Pro Forma Financial Statements. These tables only set forth select information and should be read in conjunction with the Keyera Pro Forma Financial Statements and notes thereto included in this prospectus supplement.

The unaudited pro forma condensed consolidated financial information set forth below and the Keyera Pro Forma Financial Statements included in this prospectus supplement are not necessarily indicative of results of operations that would have occurred in the year ended December 31, 2024 or the three months ended March 31, 2025 had the Offering, the borrowings under the Acquisition Credit Facilities and the Acquisition taken place, nor are they indicative of operations expected in 2025 and future years.

| Year ended December 31, 2024(1)
(Canadian dollars in thousands, except per share amounts) | |
| --- | --- |
| | Pro Forma Consolidated |
| Revenue | 9,492,553 |
| Operating margin | 2,102,784 |
| Net earnings | 518,467 |
| Comprehensive income | 551,239 |
| Earnings per share | |
| Basic earnings per share | ● |
| Diluted earnings per share | ● |

(1) Readers should refer to the Keyera Pro Forma Financial Statements and the notes thereto for additional information and applicable pro forma adjustments.

| Three months ended March 31, 2025(1)
(Canadian dollars in thousands, except per share amounts) | |
| --- | --- |
| | Pro Forma Consolidated |
| Revenue | 2,675,956 |
| Operating margin | 684,518 |
| Net earnings | 276,388 |
| Comprehensive income | 275,100 |
| Earnings per share | |
| Basic earnings per share | ● |

Three months ended March 31, 2025(1)
(Canadian dollars in thousands, except per share amounts)

	Pro Forma Consolidated
Diluted earnings per share	●

(1) Readers should refer to the Keyera Pro Forma Financial Statements and the notes thereto for additional information and applicable pro forma adjustments.

Business and Assets of PMC

Business of PMC

Based in Calgary, Alberta, PMC is a NGL midstream business engaged in several infrastructure and marketing activities including fractionation, transportation and storage by way of a connected network of NGL assets across Canada and the United States. PMC focuses its services on production from the Western Canadian Sedimentary Basin and subsequent transportation into eastern North America. PMC's business mix includes approximately 60% fee-for-service activities (including fractionation, storage, pipeline, processing (liquids extraction), rail loading and offloading and truck loading and offloading) and 40% non-fee-for-service activities (including fractionation spread and marketing of NGL products including ethane, propane, butane and condensate). PMC's business and operations have many of the same risks as Keyera's business, but pro forma for the Acquisition there will also be other risks applicable to Keyera's business. Prior to the Acquisition Closing Date, the Excluded Assets will be spun out. See "– Assets of PMC" and "– Excluded Assets" below. See also "Risk Factors – Risks Relating to PMC's Business".

Assets of PMC (excluding the Excluded Assets)

Fee-for-Service

Co-Ed Pipeline

The Co-Ed NGL pipeline system serves as the primary NGL transportation supply network for NGL mix and condensate in southwest and central Alberta to PMC's Fort Saskatchewan NGL fractionation facilities in Alberta. Co-Ed is comprised of a ~70 kbpd C3+ and ~40 kbpd C5+ system, with connections to over 30 gas plants in the Cardium, Deep Basin and Alberta Montney formations. The Co-Ed pipeline system has access to 144 kbbls of NGL storage in Edmonton and will have connectivity to pipeline feeder systems via Keyera's Fort Saskatchewan Pipeline system.

Fort Saskatchewan Complex

The Fort Saskatchewan facility is located near Edmonton, Alberta, within one of North America's key NGL hubs. This facility serves as a receipt, storage, fractionation and delivery centre for NGLs and provides connectivity to regional NGL plants, pipelines and rail loading terminals. Its primary assets include a fractionation plant, 12 storage caverns, and truck and rail loading capabilities. The Fort Saskatchewan fractionation facility has a 65 kbpd fractionation capacity (post-expansion) with an inlet design capacity of ~112 kbpd, and 8 MMbbls of net NGL storage. The remaining throughput capacity is used to produce a propane and butane mix which is transported via the Enbridge pipeline system to the Sarnia facility for further fractionation.

Empress Facility

The gas processing facilities near Empress, Alberta, consist of four straddle plants strategically positioned along major gas transportation pipelines. These facilities extract ethane and NGLs from the gas stream before returning the processed gas to the pipeline system.

The rights to extract NGLs from gas streams passing through the Empress facility are secured through agreements with producers and shippers, with natural gas purchased to replace the thermal content removed during extraction. The extracted NGL mix can be fractionated on-site or transported via the Enbridge pipeline system for further processing at PMC's Sarnia fractionation facility.

S-12

These plants have a combined processing capacity of up to 5.7 Bcf per day (gross), and a fractionation capacity of 26 kbpd. Production volumes include approximately 65 to 100 kbpd of ethane and 40 to 60 kbpd of NGL mix.

The fractionation facility at Empress is capable of processing and producing up to 26 kbpd of NGL products with storage of 4 MMbbls across PMC's prairie assets. It is connected to rail and truck loading infrastructure and a dedicated pipeline system, enabling the transportation of NGL to storage and loading terminals in Saskatchewan and Manitoba with connectivity to local customers and the US.

Great Lakes and Sarnia Area

The Great Lakes and Sarnia Area assets in southwestern Ontario, Michigan and Wisconsin include the Sarnia complex, the Windsor storage terminal, the St. Clair, Michigan terminal, Rapid River, Michigan terminal and Superior Wisconsin terminal facilities. The Sarnia facility serves as a large-scale NGL fractionation and storage centre and is also equipped with rail and truck loading capabilities. The Windsor storage terminal is an NGL storage and pipeline terminal facility which consists of nine storage caverns, five brine ponds, as well as product dehydration facilities, propane and butane tank loading cars, propane and butane tank car offloading, and propane truck loading equipment. The St. Clair facility includes storage, truck and rail loading terminals. The Rapid River and Superior facilities include depropanizer, storage, and truck terminal capabilities.

These facilities are supported by a network of pipelines that connect with various refineries, chemical plants and transportation systems. This pipeline network also facilitates the transfer of products between the Sarnia facility and the Windsor, St. Clair, Rapid River and Superior storage terminals. Through its strategic Great Lakes/Sarnia area footprint, PMC supplies ~40% of Michigan's annual propane demand and accounts for ~70% of Michigan's total propane imports.

The Sarnia Complex serves as a large-scale NGL fractionation and storage hub with rail and truck loading infrastructure and pipeline connectivity. The facility primarily receives NGL products from the Enbridge pipeline system, supplemented by deliveries from a rail unloading facility. The fractionation unit has a gross processing capacity of approximately 100 kbpd of NGL products with 6 MMbbls storage (net). Ownership in the various processing units within the Sarnia fractionator ranges from 61% to 85%.

Non-Fee-for-Service

PMC's non-fee-for-service or marketing activities involve: (i) the purchase and sale of specification NGLs across the asset platform and (ii) the acquisition of extraction rights from producers and shippers of gas streams that pass through the Empress facility. The rights to extract NGLs from gas streams passing through the Empress facility are secured through agreements with producers and shippers, with natural gas purchased to replace the thermal content removed during extraction. The extraction rights allow for the processing of natural gas at the Empress facility, where higher-value NGLs are extracted from the gas stream, including ethane, propane, butane and condensate.

PMC's infrastructure assets are then used for the transportation, storage and fractionation of NGL mix, either extracted from the Empress straddle plants or acquired from third parties, converting the NGL mix into finished products available for sales to customers. Additionally, finished NGL products may be acquired and seasonally stored in storage caverns before resale to customers. PMC often purchases derivative instruments to hedge margins associated with such marketing activities, ensuring effective risk management and financial stability within the segment.

Excluded Assets

The Excluded Assets include certain of PMC's crude oil assets and PMC's Bumstead, San Pedro, Shafter and Tampa facilities located in the U.S. and certain of its other assets.

The Acquisition Agreement

On June 17, 2025, Keyera entered into the Acquisition Agreement with Plains Midstream Luxembourg S.À.R.L ("Seller"), an indirect wholly-owned subsidiary of Plains All American Pipeline, L.P. ("Plains"), to acquire all of the

S-13

issued and outstanding shares of PMC (the "Purchased Shares") for a total purchase price of $5.15 billion payable in cash, subject to adjustments (the "Purchase Price"). The Acquisition Agreement contains covenants, representations and warranties of and from each of the parties and various conditions precedent consistent with market standards for acquisition agreements in the midstream oil and gas industry in western Canada. Completion of the Acquisition is subject to the satisfaction or waiver of customary conditions for transactions of this nature and magnitude, including, among other things, the receipt of all Required Regulatory Approvals, including under the Competition Act, the CTA and the HSR Act. Unless all such conditions are satisfied or waived by the party for whose benefit such condition exists, to the extent they may be capable of waiver, the Acquisition will not proceed as proposed, or at all. There can be no assurance that the conditions will be satisfied or waived on a timely basis, or at all. See "Risk Factors – Risks Relating to the Acquisition".

Prior to the closing of the Acquisition (the "Acquisition Closing"), Seller and certain of its affiliates, including PMC, will consummate certain reorganization transactions where, as required pursuant to the Acquisition Agreement, among other things, the Excluded Assets will be transferred to an affiliate of Plains and certain NGL assets located in the U.S. will be transferred to an affiliate of PMC (the "Pre-Closing Reorganization"). See "The Acquisition – The Acquisition Agreement – Closing Conditions".

Set forth below is a summary of the material provisions of the Acquisition Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, which will be filed on Keyera's company profile at www.sedarplus.ca. This summary of the Acquisition Agreement is not intended to be, and should not be relied upon as, disclosure of any facts and circumstances relating to each of Seller, PMC or Keyera. Readers are encouraged to read the Acquisition Agreement in its entirety. References to "Company Group" includes PMC and its wholly-owned subsidiaries Plains Midstream Superior LLC, a Texas limited liability company, and a to-be-formed limited liability company (the "Subsidiaries").

Representations and Warranties of the Parties

Under the Acquisition Agreement, each of Seller and Keyera have made certain customary representations and warranties.

Seller's representations and warranties regarding itself relate to, among other things: (i) organization and qualification of Seller; (ii) authority of Seller to enter into and perform its obligations under the Acquisition Agreement and the Transaction Documents (defined below), and enforceability of the Acquisition Agreement and the Transaction Documents; (iii) non-contravention; (iv) solvency of Seller; (v) governmental approvals, including the Required Regulatory Approvals and third party consents; (vi) absence of legal proceedings and orders; (vii) ownership of all of the Purchased Shares; (viii) no brokerage fees; and (ix) certain non-resident tax matters.

Seller's representations and warranties regarding the Company Group relate to, among other things: (i) organization and qualification of members of the Company Group; (ii) non-contravention; (iii) solvency of each member of the Company Group; (iv) governmental approvals, including the Required Regulatory Approvals and third party consents; (v) PMC ownership of all outstanding equity interests in its subsidiaries; (vi) capitalization; (vii) absence of legal proceedings and orders; (viii) absence of certain changes; (ix) financial statements and no undisclosed liabilities; (x) related party transactions; (xi) permit matters; (xii) indebtedness; (xiii) tax matters; (xiv) compliance with laws and permits; (xv) real property matters; (xvi) facilities and tangible personal property matters; (xvii) material contracts; (xviii) employment and labour matters; (xix) privacy laws; (xx) employee benefits matters; (xxi) environmental matters; (xxii) intellectual property; (xxiii) insurance matters; (xxiv) records and bank accounts of the Company Group; (xxv) anti-corruption, sanctions compliance and anti-money laundering; (xxvi) credit support; (xxvii) sufficiency of and condition of the Company Group's assets; (xxviii) information technology and cybersecurity matters; (xxix) quiet enjoyment; and (xxx) pipeline and processing plant records.

Keyera's representations and warranties relate to, among other things: (i) organization and qualification of Keyera; (ii) authority of Keyera to enter into and perform its obligations under the Acquisition Agreement and the Transaction Documents, and enforceability of the Acquisition Agreement and the Transaction Documents; (iii) non-contravention; (iv) government approvals, including the Required Regulatory Approvals; (v) financing matters, including that Keyera will have sufficient funds at closing to consummate the Acquisition and satisfy its obligations under the Acquisition

S-14

Agreement; (vi) absence of legal proceedings; (vii) no brokerage fees; (viii) the R&W Policy (as defined herein); (ix) status as an "accredited investor"; (x) independent investigations; (xi) anti-corruption, sanctions compliance and anti-money laundering; and (xii) certain Investment Canada Act (Canada) matters. Subject to certain exceptions, the representations or warranties of each of the parties contained in the Acquisition Agreement will not survive the Acquisition Closing. The representations and warranties made by the parties are, in certain cases, subject to specified exceptions or qualifications. The Acquisition Agreement provides that Keyera shall obtain the R&W Policy, insuring Keyera for certain losses due to breaches of representations and warranties of Seller and certain of its affiliates.

Covenants

In the Acquisition Agreement, Seller and Keyera have agreed to certain covenants governing the conduct of the parties, including the conduct of the business of PMC and its Subsidiaries during the period between the signing of the Acquisition Agreement and the Acquisition Closing (the "Interim Period"), at the Acquisition Closing, and after the Acquisition Closing.

Interim Period Covenants

Seller has agreed during the Interim Period to cause the Company Group to conduct its operations in the ordinary course of business except, among other things: (i) as expressly contemplated by the Acquisition Agreement or as disclosed; (ii) as set out in the forecast of capital expenditures (the "Capex Forecast") to be incurred in respect of certain capital projects of the Company Group (the "Capital Projects"), including the expansion of the fractionation facility located in the Fort Saskatchewan, Alberta area ("PFS"); (iii) as expressly contemplated by or as reasonably necessary to implement the Pre-Closing Reorganization (as amended by any permitted amendments) or any planned reorganization of PMC following the Acquisition Closing; (iv) with respect to the Excluded Assets; (v) as consented to or approved in writing by Keyera; (vi) as required by applicable law or necessary in the event of an emergency; or (vii) reasonably necessary repairs or material maintenance to the assets of the Company Group.

The Acquisition Agreement also provides covenants as to restricted activities of the Company Group during the Interim Period, subject to specified exceptions, including, but not limited to: (i) amending organizational documents; (ii) issuing, selling, pledging, transferring, disposing of or encumbering any equity securities of any member of the Company Group; (iii) engaging in certain transactions with respect to the shares or equity securities of the Company Group; (iv) creating, incurring, guaranteeing or assuming any indebtedness or encumbering assets that will remain outstanding after the Acquisition Closing; (v) certain acquisitions and equity investments; (vi) material changes in accounting principles or practices; (vii) entering into agreements that restrict the Company Group's business or ability to compete; (viii) engaging in other lines of business; (ix) settling any proceeding up to a specified dollar amount or filing any proceeding with a government entity; (x) making certain tax elections, agreements and filings, and other tax matters; (xi) sale, lease, transfer, surrender or abandonment of assets other than in the ordinary course with a value of not more than a specified dollar amount; (xii) actions in connection with material contracts and material permits; and (xiii) hiring or dismissal of certain employees and certain increases in employee compensation outside of the ordinary course of business, and certain labour union matters. Further, Seller and the Company Group will use commercially reasonable efforts to cooperate with Keyera in connection with any debt or equity financing, some or all of the proceeds of which are intended to be used in connection with the Acquisition.

During the Interim Period, the Company Group is required to provide certain information to Keyera in respect of the Capital Projects and variances in the Capex Forecast. The Purchase Price may be adjusted following the Acquisition Closing based on, among other things, expenditures in respect of the Capital Projects and failure by Seller to achieve minimum throughput capacity and performance standards of certain Capital Projects.

Required Regulatory Approvals

The parties have agreed to cooperate and use Reasonable Efforts (as defined in the Acquisition Agreement) to obtain any required permits or to make any filings with or notifications or submissions to any government entity that are necessary to consummate the Acquisition, including obtaining the Required Regulatory Approvals. Keyera must use Reasonable Efforts to obtain the Required Regulatory Approvals as soon as reasonably practicable but, in any event, no later than March 17, 2026 (the "Outside Date"); provided however, the Outside Date may, in certain circumstances,

S-15

be extended by Keyera or the Seller by up to three successive periods of 30 days each by providing written notice to the other party of such extension of the Outside Date.

Other Covenants

The Acquisition Agreement provides for a buyer-side representations and warranties policy (the "R&W Policy"). Keyera is required to (i) purchase a R&W Policy on or prior to Acquisition Closing that provides coverage for Keyera against breaches of certain of the representations and warranties made by Seller in the Acquisition Agreement; and (ii) use commercially reasonable efforts to ensure that such policy is fully bound and in full force and effect and to maintain such policy in effect for its stated duration. In addition to the R&W Policy, Seller has also agreed to indemnify Keyera in respect of losses and liabilities incurred by Keyera for certain specific matters that are set out in the Acquisition Agreement, including certain losses and liabilities arising out of (i) the Pre-Closing Reorganization and the Excluded Assets; (ii) breaches of Seller's fundamental representations and warranties contained in the Acquisition Agreement; (iii) pre-closing tax liabilities of the Company Group in the circumstances described in the Acquisition Agreement; (iv) certain employment related liabilities; and (v) those indemnity matters specifically enumerated in the Acquisition Agreement.

The Acquisition Agreement also contains customary covenants between the parties, including without limitation, with respect to the Pre-Closing Reorganization of the Company Group, access to property, terminating affiliate arrangements and settling intercompany balances, replacement of bonds, letters of credit and guarantees, confidentiality, non-solicitation, indemnification of the Company Group's managers, directors, officers and other fiduciaries, tax matters, employee matters, and payment of expenses in connection with the Acquisition.

Closing Conditions

The Acquisition Agreement provides that the respective obligations of the parties to complete the Acquisition are subject to the satisfaction on or prior to the Acquisition Closing Date of a number of mutual conditions for the benefit of each party, including the following:

Approvals. The Required Regulatory Approvals shall have been obtained and shall not have been revoked or the applicable waiting period thereunder has expired, and all conditions in respect thereof imposed by the applicable governmental entity that are required to be satisfied prior to the Acquisition Closing have been satisfied.
Governmental Restraints. No order, decree or injunction of any governmental entity shall be in effect, and no law shall have been enacted or adopted, and be in effect that enjoins, prohibits or makes illegal the consummation of the transactions contemplated by the Transaction Documents.
Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been completed in a manner consistent in all material respects with the descriptions and steps set out therein, subject to certain permitted amendments.

The Acquisition Agreement provides the obligation of Seller to complete the Acquisition that are subject to the satisfaction of a number of conditions, including:

Representations and Warranties of Keyera. Certain stated representations and warranties of Keyera (which exclude certain fundamental representations and warranties) must be true and correct in all respects as of the Acquisition Closing Date, disregarding any materiality qualifications, except to the extent that inaccuracies in such representations and warranties do not in the aggregate result in a material adverse effect on Keyera's ability to complete the transactions contemplated by the Acquisition Agreement and the Transaction

S-16

Documents. Keyera's fundamental representations must be true and correct in all respects, except for de minimis inaccuracies, as of the Acquisition Closing Date.

Performance. Keyera must have performed and complied in all material respects with all covenants and agreements required by the Acquisition Agreement to be performed or complied with by Keyera on or prior to the Acquisition Closing Date.
Closing Deliverables. Keyera must have delivered, caused to be delivered, or be ready, willing and able to deliver all required closing deliverables to Seller or the applicable party.

The Acquisition Agreement provides the obligation of Keyera to complete the Acquisition that are subject to the satisfaction of a number of conditions, including:

Representations and Warranties of Seller. Certain stated representations and warranties of Seller (which exclude certain fundamental representations and warranties) must be true and correct in all respects as of the Acquisition Closing Date, disregarding any Material Adverse Effect (as defined herein) or materiality qualifications, except to the extent that inaccuracies in such representations and warranties do not, individually or in aggregate, result in a material adverse effect on the assets, financial condition, operations, results of operations or business of the Company Group, taken as a whole but excluding the Excluded Assets, or the ability of Seller to consummate any transactions contemplated by the Acquisition Agreement or any of the Transaction Documents, subject to specified exceptions ("Material Adverse Effect"). Seller's fundamental representations must be true and correct in all respects, except for de minimis inaccuracies, as of the Acquisition Closing Date.
Performance. Seller must have performed and complied in all material respects with all covenants and agreements required by the Acquisition Agreement to be performed or complied with by Seller, on or prior to the Acquisition Closing Date. Keyera is not entitled to refuse to consummate the Acquisition upon the breach or non-performance by Seller of certain covenants with respect to the Company Group's conduct in the Interim Period, unless such breach or non-performance results in losses to the Company Group, individually or in the aggregate, in excess of specified amounts.
No Material Adverse Effect. Since the date of execution of the Acquisition Agreement, no Material Adverse Effect must have occurred.
Closing Deliverables. Seller must have delivered, caused to be delivered, or be ready, willing and able to deliver all required closing deliverables to Keyera or the applicable party.

Termination

The Acquisition Agreement may be terminated at any time prior to Acquisition Closing by mutual written consent of Keyera and Seller, or in certain circumstances where:

any governmental entity has issued a final and non-appealable order, decree or judgment or law prohibiting the consummation of the transactions contemplated by the Acquisition Agreement; provided that the termination right will not be available to a party if the issuance of such order, decree, judgment or law was primarily due to the failure of such party to perform or comply with, in all material respects, any of their covenants or agreements under the Acquisition Agreement prior to the Acquisition Closing;
the Acquisition Closing has not occurred on or prior to the Outside Date; provided that if the Required Regulatory Approvals have not been obtained on or prior to such date and the other conditions to the Acquisition Closing that are capable of being satisfied prior to the Acquisition Closing have been satisfied, then Keyera or Seller may, cumulatively, extend the Outside Date by up to three successive periods of thirty (30) days each, by giving written notice of such extension to the other party; and

S-17

at Keyera's or Seller's option, there has been a breach or inaccuracy of the other party's representations and warranties in this Agreement or a failure by such party to perform its covenants, in any such case, in a manner that would result in the failure of a condition to the Acquisition Closing and which cannot be cured in accordance with the Acquisition Agreement.

In the event that the Acquisition Agreement is terminated by Keyera or by Seller (i) in connection with an order, decree, judgment or law prohibiting the consummation of the Acquisition, or (ii) upon failure to close the Acquisition on or prior to the Outside Date, owing to the Required Regulatory Approvals not having been obtained, and all other conditions to closing are satisfied or are reasonably capable of being satisfied, (and provided that Seller has satisfied certain obligations with respect to Required Regulatory Approval filings and mutual covenants with respect to Required Regulatory Approvals, in all material respects, and at the time of termination any waiting periods under any Required Regulatory Approvals have not expired or otherwise terminated) Keyera has agreed to pay to Seller a termination fee of $125,000,000.

Ancillary Agreements

Pursuant to the Acquisition Agreement, Keyera agreed to the forms or principal terms of the following agreements, among others, to be entered into at or prior to the Acquisition Closing Time: (i) a transition services agreement under which Seller will provide certain services to Keyera to assist Keyera in the operation of PMC post-Acquisition Closing and PMC will provide certain services to Seller to facilitate the consummation of the Pre-Closing Reorganization (the "Transition Services Agreement"); and (ii) a butane supply agreement between Keyera and an affiliate of Plains to address certain butane supply arrangements between the parties following the Acquisition.

Concurrently with entering into the Acquisition Agreement, Plains entered into a guarantee in favour of Keyera (the "Seller Parent Guarantee", and collectively with the Acquisition Agreement, the Transition Services Agreement, a share transfer form in respect of the Purchased Shares, and each other agreement, document and instrument required to be executed in accordance with the Acquisition Agreement (other than in connection with the Pre-Closing Reorganization), the "Transaction Documents"). Pursuant to the Seller Parent Guarantee, Plains is guaranteeing the payment and certain performance obligations of Seller under the Acquisition Agreement.

Financing the Acquisition

Keyera expects the cash to fund the Purchase Price for the Acquisition and related expenses will be provided from a combination of the following: (i) the net proceeds of the Offering; (ii) funding provided under the Acquisition Credit Facilities and/or the Acquisition Debt Offerings; and (iii) existing cash on hand and other sources available to Keyera, including capacity under the Revolving Credit Facility. See "Consolidated Capitalization". Also see "Risk Factors" for a discussion of certain risks relating to the financing of the Acquisition.

The Acquisition Credit Facilities

For the purposes of financing the Acquisition, Keyera has entered into a commitment letter dated June 17, 2025, (the "Commitment Letter") with Royal Bank of Canada and RBC Capital Markets (the "Initial Acquisition Facility Lenders"). Pursuant to the Commitment Letter, the Initial Acquisition Facility Lenders have agreed to underwrite senior unsecured bridge and term loan facilities in an aggregate principal amount of up to $● billion (the "Acquisition Credit Facilities"). The Acquisition Credit Facilities consist of: (i) a non-revolving syndicated bridge loan credit facility in an aggregate principal amount of up to $2.5 billion (the "Bridge Facility"); and (ii) a non-revolving syndicated term loan credit facility in an aggregate principal amount of up to $● billion (the "Term Facility"). The Acquisition Credit Facilities were obtained as interim sources of financing for the Acquisition and to facilitate the execution of the Acquisition Agreement. The Acquisition Credit Facilities may be replaced, refinanced or repaid through the issuance of senior unsecured medium-term notes and hybrid and junior debt securities of various tenors by Keyera (the "Acquisition Debt Offerings").

The Bridge Facility will mature 364 days following the Acquisition Closing Date and the Term Facility will mature three years following the Acquisition Closing Date.

S-18

The definitive credit agreement or agreements pursuant to which the Acquisition Credit Facilities will, if required, be extended (the "Acquisition Credit Agreement") are expected to contain certain prepayment options in favour of Keyera and certain mandatory prepayment obligations upon the occurrence of certain events. In particular, it is expected that Keyera will be required to effect reductions or make certain mandatory prepayments of the Acquisition Credit Facilities, which will permanently reduce the commitments of the lenders and/or require the mandatory repayment of indebtedness under the Acquisition Credit Facilities, in an amount equal to the net cash proceeds from: (i) any issuance of equity and/or subscription receipts (including the Subscription Receipts) or other equity-linked securities by the Corporation or any of its subsidiaries, other than pursuant to certain prescribed exceptions; (ii) any issuance of debt securities or incurrence of other indebtedness for borrowed money by the Corporation or any of its subsidiaries, other than certain prescribed exceptions (including amounts borrowed from time to time under existing credit facilities including the Revolving Credit Facility and the Acquisition Credit Facilities); and (iii) all asset sales or other dispositions of property by the Corporation or any of its subsidiaries outside of the ordinary course of business (including through casualty or condemnation, and shares of subsidiaries), subject to certain prescribed exceptions.

The Acquisition Credit Agreement is expected to contain: (i) customary representations and warranties and affirmative and negative covenants of Keyera that will be substantially similar to those in the Revolving Credit Facility; and (ii) certain additional representations and warranties as are customary for acquisition financings of the nature contemplated by the Acquisition Credit Facilities. The drawdown of the Acquisition Credit Facilities is also expected to be subject to certain customary conditions for acquisition financings of the nature contemplated by the Acquisition Credit Facilities.

Customary fees for acquisition financings of the nature contemplated by the Commitment Letter and the Acquisition Credit Facilities may become payable by Keyera and amounts outstanding under the Acquisition Credit Facilities are expected to be subject to interest at rates based upon specified margins over the Canadian prime rate, the U.S. base rate or the U.S. term secured overnight financing rate, as applicable, which margins in each case are expected to: (i) vary based upon Keyera's then applicable credit ratings; and (ii) increase if amounts outstanding under the Acquisition Credit Facilities are not repaid in full within specified periods of time.

CONSOLIDATED CAPITALIZATION

There have not been any material changes in the share and loan capital of Corporation since March 31, 2025, the date of the Corporation's most recently filed financial statements. The following table sets forth the consolidated capitalization of the Corporation as at March 31, 2025, and as at such date, on an adjusted basis, to give effect to the closing of the Offering, borrowings under the Acquisition Credit Facilities and the completion of the Acquisition (assuming the Acquisition is funded solely with the net proceeds of the Offering and borrowings under the Acquisition Credit Facilities, the issuance of Common Shares to holders of the Subscription Receipts, no payment of any Dividend Equivalent Payment or interest earned on the Escrowed Funds and no exercise of the Over-Allotment Option). The following table should be read in conjunction with the Q1 2025 Financial Statements and the Q1 2025 MD&A, each of which is incorporated by reference in the Prospectus, and the Keyera Pro Forma Financial Statements:

S-19

Designation	Outstanding as at March 31, 2025	Outstanding as at March 31, 2025 after giving effect to the Offering, borrowings under the Acquisition Credit Facilities and the completion of the Acquisition(1)
	(Canadian dollar in thousands, except share amounts)
Cash	105,529	●
Acquisition Credit Facilities(2)	-	●
Unsecured revolving credit facility	-	●
Bilateral credit facilities	-	●
Senior unsecured notes(3)	1,319,759	1,319,759
Medium term notes(4)	1,450,000	1,450,000
Unsecured hybrid notes(5)	950,000	950,000
Share capital
Common shares	3,372,561 (229,153,373 Common Shares)	● (● Common Shares)
Preferred shares	-	-

Notes:

(1) Based on (i) the issuance of $\bullet$ Subscription Receipts pursuant to the Offering for net proceeds to Keyera from the Offering of approximately $\$ \bullet$ after deducting the Underwriters' Fee of $\$ \bullet$ and estimated expenses of the Offering of $\$ 2$ million, and (ii) the drawdown of $\$ \bullet$ million on the Acquisition Credit Facilities. See "The Acquisition - Financing the Acquisition", "Plan of Distribution" and "Risk Factors".
(2) In lieu of drawing on the Acquisition Credit Facilities, in whole or in part, the Corporation intends to issue additional securities prior to the Acquisition Closing, including senior unsecured medium term notes and junior debt securities of various tenors under the Acquisition Debt Offerings to pay the remaining portion of the Purchase Price. The net proceeds from the issuance of such additional securities would commensurately reduce commitments, and result in lower or no borrowings, under the Acquisition Credit Facilities. The Corporation may also choose to issue such additional securities after the Acquisition Closing, and will be required pursuant to the terms of the Acquisition Credit Facilities to use the net proceeds from such issuance(s) to repay amounts drawn on the Acquisition Credit Facilities, if any. See "The Acquisition - Financing the Acquisition".
(3) The senior unsecured notes are comprised of senior unsecured notes that were issued by Keyera Partnership. See "Liquidity and Capital Resources" in the Q1 2025 MD&A and "Capital Structure of the Corporation" in the AIF.
(4) The medium term notes are comprised of the Corporation's unsecured Medium Term Notes, Series 1, Medium Term Notes, Series 2, Medium Term Notes, Series 3, Medium Term Notes and Series 4, Medium Term Notes. See "Liquidity and Capital Resources" in the Q1 2025 MD&A and "Capital Structure of the Corporation" in the AIF.
(5) The unsecured hybrid notes are comprised of the Corporation's Subordinated Hybrid Notes, Series 1 and Subordinated Hybrid Notes, Series 2. See "Liquidity and Capital Resources" in the Q1 2025 MD&A and "Capital Structure of the Corporation" in the AIF.

USE OF PROCEEDS

If the Escrow Release Notice and Direction is delivered prior to the Termination Time, the net proceeds from the Offering (excluding any Earned Interest and the payment of any Dividend Equivalent Payment) are estimated to be approximately $\$ \bullet$ (after deducting the Underwriters' Fee of $\$ \bullet$ and the estimated expenses of the Offering of approximately $\$ 2$ million). If the Over-Allotment Option is exercised in full and the Escrow Release Notice and Direction is delivered prior to the Termination Time, the net proceeds from the Offering (excluding any Earned Interest and the payment of any Dividend Equivalent Payment) are estimated to be approximately $\$ \bullet$ (after deducting the Underwriters' fee of $\$ \bullet$ and the estimated expenses of the Offering of approximately $\$ 2$ million).

The net proceeds of the Offering will be used to fund a portion of the Purchase Price of the Acquisition. The Corporation expects to fund the remaining portion of the Purchase Price with borrowings under the Acquisition Credit Facilities and/or the Acquisition Debt Offerings and cash on hand. See "The Acquisition – Financing the Acquisition" and "Consolidated Capitalization".

The Escrowed Funds, being the Proceeds and any Earned Interest, 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 in short-term obligations of, or guaranteed by, the Government of Canada, corporate commercial paper which is rated "A-1 (high)" by S&P Global Ratings or an equivalent rating from any other designated rating organization, guaranteed investment certificates of a Canadian Schedule I bank, or in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Agent as specified in the Subscription Receipt Agreement, provided that each of such short-term obligations, corporate commercial paper, guaranteed investment certificates and interest-bearing trust accounts is a "qualified investment" within the meaning of section 204 of the Tax Act, and provided that Dividend Equivalent Payments may be made from the Escrowed Funds. See "Details of the Offering".

If the Escrow Release Notice and Direction is delivered prior to the Termination Time, the Escrowed Funds, less the Escrowed Underwriters' Fee and any amounts required to satisfy any unpaid Dividend Equivalent Payments, will be released by the Subscription Receipt Agent to or as directed by the Corporation and will be used to fund a portion of the Purchase Price.

If the Escrow Release Notice and Direction is not delivered on or prior to the Termination Time, the Subscription Receipt Agent will pay to each holder of Subscription Receipts, no earlier than the third business day following the Termination Date, the applicable Termination Payment. The Termination Payment will be made from the balance of the Escrowed Funds at the Termination Time, provided that if the balance of the Escrowed Funds at the Termination Time is insufficient to cover the aggregate amount of the Termination Payments payable to the holders of Subscription Receipts, pursuant to the Subscription Receipt Agreement, the Corporation will be required to pay to the Subscription Receipt Agent, as agent on behalf of the holders of Subscription Receipts, the deficiency between the amount of Escrowed Funds at the Termination Time and the aggregate of the Termination Payments due to the holders of Subscription Receipts. See "Details of the Offering". Any remaining Escrowed Funds after the payment of the Termination Payments shall be paid by the Subscription Receipt Agent to the Corporation.

PRIOR SALES

Keyera has not sold or issued any Subscription Receipts or securities convertible into Subscription Receipts during the twelve-month period prior to the date of this prospectus supplement. Keyera has not sold or issued any Common Shares or securities convertible into Common Shares during the twelve-month period prior to the date of this prospectus supplement other than as follows:

Date	Type of Security	Number of Securities	Grant Value
July 1, 2024	RSU	196,414	$36.83^{(1)}
July 1, 2024	PSU	528,475	$36.83^{(1)}
February 13, 2025	RSU	193,852	$41.77^{(1)}
February 13, 2025	PSU	516,742	$41.77^{(1)}

Note:
(1) Represents the 20-day volume weighted average price of the Common Shares on the TSX at time of grant of the RSUs or PSUs.

MARKET FOR SECURITIES

The Common Shares are listed for trading on the TSX under the symbol "KEY". The following table shows the monthly range of high and low prices per Common Share at the close of market, as well as total monthly volumes of the Common Shares traded on the TSX for the 12 months preceding the date thereof:

Price Range
Monthly High ($)	Monthly Low ($)	Volume

2024
S-21

	Price Range
	Monthly High ($)	Monthly Low ($)	Volume
June	37.95	35.87	29,767,640
July	39.09	37.40	18,411,363
August	40.40	38.02	19,174,160
September	42.26	40.03	30,671,785
October	44.27	42.54	18,411,252
November	47.53	42.87	22,432,785
December	46.18	42.10	28,231,652
2025
January	45.39	41.21	21,862,347
February	42.84	40.54	20,737,853
March	45.12	39.73	35,253,215
April	46.35	38.82	22,563,559
May	43.98	41.83	17,618,230
June (1 – 16)	42.59	41.42	21,976,732

On June 16, 2025, the day prior to the public announcement of the Acquisition and the Offering, and the last trading day prior to the filing of this prospectus supplement, the closing price of the Common Shares on the TSX was $41.59 per Common Share.

DETAILS OF THE OFFERING

The Offering consists of ● Subscription Receipts (or an aggregate of ● Subscription Receipts if the Over-Allotment Option is exercised in full) at a price of $● per Subscription Receipt.

The following is a summary of the material attributes and characteristics of the Subscription Receipts. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the terms of the subscription receipt agreement to be dated as of the Offering Closing Date among the Corporation, the Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Agent (the "Subscription Receipt Agreement"), which, following the Offering Closing Date, will be filed under the Corporation's profile on SEDAR+.

Automatic Issuance of Common Shares

Each Subscription Receipt will entitle the holder thereof to receive automatically, upon the closing of the Acquisition, without any further action on the part of the holder thereof and without payment of additional consideration, one (1) Common Share of the Corporation.

Provided that the Acquisition Closing Time occurs prior to the Termination Time, the Subscription Receipt Agent will issue and electronically deliver the appropriate number of Common Shares to each registered holder of Subscription Receipts without any further action on the part of the holder thereof and without payment of additional consideration and, thereafter, the former holders of Subscription Receipts will be entitled, as holders of Common Shares, to receive dividends if, as and when declared by the Board of Directors from time to time, to receive notice of and to vote at all meetings of holders of Common Shares and to all other rights available to holders of Common Shares. See "Capital Structure of the Corporation – Common Shares" in the AIF. The Corporation shall, no later than the Acquisition Closing Date, issue a press release confirming the Acquisition Closing Date has occurred and specifying that Common Shares have been or will be issued and delivered to holders of Subscription Receipts. Following the Acquisition Closing Date, any unpaid Dividend Equivalent Payment will be paid by the Subscription Receipt Agent from the Escrowed Funds 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.

Dividend Equivalent Payments

Holders of Subscription Receipts (including Subscription Receipts that may be issued upon the exercise of the Over-

Allotment Option) will be entitled to Dividend Equivalent Payments in respect of, and paid concurrently with, any dividends on the Common Shares for which record dates occur during the period commencing on the Offering Closing Date to, but excluding, the Acquisition Closing Date or to, and including, the date of a Termination Event, as applicable. For greater certainty, 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, in respect of the dividend payable to holders of Common Shares on or about September 29, 2025, to shareholders of record as of September 15, 2025.

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 Termination Date; 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.

In the event that the Termination Time occurs before a dividend has been declared on the Common Shares, holders of Subscription Receipts will receive, as part of their Termination Payment, an amount equal to 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 Date, net of any applicable withholding taxes.

Any Dividend Equivalent Payments will be made first out of any interest and other income received or credited on the investment of the Escrowed Funds and any remaining balance shall be paid out of the Escrowed Funds, net of any applicable withholding taxes.

Escrowed Funds

The Proceeds will be delivered to and held in escrow by the Subscription Receipt Agent, on behalf of the holders of Subscription Receipts, and will be deposited or invested, as applicable, pursuant to the terms of the Subscription Receipt Agreement in short-term obligations of, or guaranteed by, the Government of Canada, corporate commercial paper which is rated "A-1 (high)" by S&P Global Ratings or an equivalent rating from any other designated rating organization, guaranteed investment certificates of a Canadian Schedule I bank, or in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Agent, pending (i) receipt of the Escrow Release Notice and Direction, or (ii) the Termination Time, and provided that Dividend Equivalent Payments may be made from the Escrowed Funds.

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 Corporation but for the payment of the Purchase Price, and the Corporation has available to it all other funds required to complete the Acquisition (the "Escrow Release Condition"), the Corporation will provide 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 and any amounts required to satisfy any unpaid Dividend Equivalent Payments, to or at the direction of the Corporation. Pursuant to the Subscription Receipt Agreement, the Escrow Release Condition may, if the foregoing conditions are met, at the election of the Corporation, occur up to seven (7) business days prior to the scheduled Acquisition Closing Date.

In the event that Escrowed Funds are released pursuant to an Escrow Release Notice and Direction and the closing of the Acquisition does not occur within seven (7) business days of such release, pursuant to the Subscription Receipt Agreement, the Corporation will cause such Escrowed Funds to be returned to the Subscription Receipt Agent and the Escrowed Funds will either continue to be held by the Subscription Receipt Agent pursuant to the terms of the Subscription Receipt Agreement or returned to the holders of Subscription Receipts, as applicable. See "Risk Factors – Funds in Escrow".

S-23

Termination Payment

If a Termination Event occurs, the Subscription Receipt Agent will pay to each holder of Subscription Receipts, net of any applicable withholding taxes, no earlier than on the third business day following the Termination Date, the applicable Termination Payment.

The Termination Payment will be made from the balance of the Escrowed Funds at the Termination Time, provided that if the balance of the Escrowed Funds at the Termination Time is insufficient to cover the aggregate amount of the Termination Payments payable to the holders of Subscription Receipts, pursuant to the Subscription Receipt Agreement, the Corporation will be required to pay to the Subscription Receipt Agent, as agent on behalf of the holders of Subscription Receipts, the deficiency between the amount of Escrowed Funds at the Termination Time and the aggregate of the Termination Payments due to the holders of Subscription Receipts. Any remaining Escrowed Funds after the payment of the Termination Payments shall be paid by the Subscription Receipt Agent to the Corporation.

Rescission

Amendments

From time to time while the Subscription Receipts are outstanding, the Corporation, the Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Agent, without the consent of the holders of the Subscription Receipts, may, subject to the provisions of the Subscription Receipt Agreement and the approval of the TSX, amend or supplement the Subscription Receipt Agreement for certain purposes, including making any change that, in the opinion of the Subscription Receipt Agent, relying on the opinion of counsel, is not prejudicial to the interests of the holders of the Subscription Receipts. The Subscription Receipt Agreement provides for other modifications and alterations thereto and to the Subscription Receipts issued thereunder by way of an extraordinary resolution. The term "extraordinary resolution" is defined in the Subscription Receipt Agreement to mean, in effect, a resolution passed by the affirmative votes of the holders of not less than $66\frac{1}{3}\%$ of the number of outstanding Subscription Receipts represented at a meeting of holders of Subscription Receipt or an instrument or instruments in writing signed by the holders of not less than $66\frac{1}{3}\%$ of the number of outstanding Subscription Receipts.

Book-Based System

The Subscription Receipts will be registered and electronically deposited through the non-certificated inventory system of CDS and must be purchased or transferred through participants ("CDS Participants") in the depository service of CDS.

Except as described below, no purchaser of a Subscription Receipt will be entitled to a certificate or other instrument from Keyera or CDS evidencing such purchaser's ownership of such Subscription Receipts or the Common Shares issuable pursuant to the terms thereof, and no purchaser will be shown on the records maintained by CDS, except through a book-entry account of a CDS Participant acting on behalf of such purchaser. Keyera expects that each purchaser will receive a customer confirmation or statement from the Underwriter or other registered dealer which is a CDS Participant from or through which a Subscription Receipt is purchased in accordance with the practices and procedures of such Underwriter or other registered dealer. Practices of registered dealers may vary, but customer confirmations are generally issued promptly after the execution of a customer order. In addition, registration of interests in and transfers of the Subscription Receipts will be made only through the depository service of CDS.

S-24

Definitive certificates evidencing Subscription Receipts or Common Shares issuable pursuant to the terms thereof will be issued to beneficial holders or their nominees, other than CDS or its nominee, if: (i) CDS resigns, is removed from its responsibility as depository, or ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable or does not wish to locate a qualified successor; (ii) the book-based securities transfer system administered by CDS in accordance with its operating rules and procedures in force from time to time is terminated; or (iii) the Corporation so instructs the Subscription Receipt Agent in writing.

Neither the Corporation, the Subscription Receipt Agent nor the Underwriters will assume any liability for: (i) any aspect of the records relating to the beneficial ownership of the Subscription Receipts or Common Shares issuable pursuant to the terms of the Subscription Receipts held by CDS or the payments relating thereto; (ii) maintaining, supervising or reviewing any records relating to the Subscription Receipts or Common Shares issuable pursuant to the terms of the Subscription Receipts; or (iii) any advice or representation made by or with respect to CDS and those contained in this prospectus supplement and relating to the rules governing CDS or any action to be taken by CDS or at the direction of a CDS Participant. The rules and regulations governing CDS provide that it acts as the agent and depository for the CDS Participants. As a result, CDS Participants must look solely to CDS and persons, other than CDS Participants, having an interest in the Subscription Receipts or Common Shares issuable pursuant to the terms of the Subscription Receipts must look solely to CDS Participants for payments made by or on behalf of the Corporation to CDS in respect of the Subscription Receipts or Common Shares issuable pursuant to the terms of the Subscription Receipts.

PLAN OF DISTRIBUTION

Pursuant to an underwriting agreement dated effective June 1, 2025 (the "Underwriting Agreement") among Keyera and the Underwriters, Keyera has agreed to issue and sell, and the Underwriters have agreed, severally (and not jointly and severally) to purchase from Keyera, as principals, on the Offering Closing Date $\bullet$ Subscription Receipts at the Offering Price payable in cash to Keyera against delivery of the Subscription Receipts, subject to compliance with all the necessary legal requirements and to the conditions contained in the Underwriting Agreement.

Pursuant to the Underwriting Agreement, Keyera granted the Underwriters the Over-Allotment Option to purchase up to $\bullet$ Over-Allotment Subscription Receipts, representing up to $\bullet\%$ of the Offering, at a price of $\$ \bullet$ per Over-Allotment Subscription Receipt, on the same terms and conditions as the Offering, exercisable in whole or in part at the Underwriters' sole discretion, at any time, and from time to time, until the earlier of (i) 5:00 p.m. (Calgary time) on the date that is 30 days following the Offering Closing Date, and (ii) the Termination Time, to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in whole or in part, following the Acquisition Closing, an equal number of Common Shares will be issued and sold in lieu of the Over-Allotment Subscription Receipts. If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to Keyera" (before deducting expenses of the Offering) in respect of the Offering will be $\$ \bullet$ , $\$ \bullet$ and $\$ \bullet$ , respectively. This prospectus supplement also qualifies the issuance of the Over-Allotment Subscription Receipts and the Over-Allotment Shares.

The Underwriting Agreement provides that, in consideration of the services of the Underwriters in connection with the Offering, Keyera will pay the Underwriters a fee equal to $3.5\%$ of the gross proceeds of the Offering (including any gross proceeds resulting from the exercise of the Over-Allotment Option) to the Underwriters. Half $(50\%)$ of the Underwriters' Fee is payable on the Offering Closing Date, with the other half $(50\%)$ of the Underwriters' Fee payable upon the release of the Escrowed Funds to Keyera in accordance with the terms and conditions of the Subscription Receipt Agreement. If a Termination Event occurs, the Underwriters' Fee will consist solely of the Non-Escrowed Underwriters' Fee.

The Corporation has applied to the TSX to list the Subscription Receipts offered under this prospectus supplement and the Common Shares issuable upon the exchange of the Subscription Receipts (including the Subscription Receipts issuable pursuant to the Over-Allotment Option and the Common Shares issuable pursuant to the terms of such Subscription Receipts). Listings will be subject to the Corporation fulfilling all the listing requirements of the TSX. There can be no assurance that the Subscription Receipts will be accepted for listing on the TSX or that the Common Shares issuable upon exchange of the Subscription Receipts will be accepted for listing on the TSX.

S-25

The Offering is being made in each of the provinces of Canada and in the U.S. to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act ("Rule 144A")) pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A. The Subscription Receipts will be offered in each of the provinces of Canada and in the U.S. through those Underwriters or their affiliates who are registered to offer the Subscription Receipts for sale in such jurisdictions and such other registered dealers as may be designated by the Underwriters. Subject to applicable law and pursuant to the terms of the Underwriting Agreement, the Underwriters may offer the Subscription Receipts outside of Canada and the U.S.

The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several), are subject to certain closing conditions and may be terminated upon the occurrence of certain stated events. If one or more Underwriters fails to purchase the Subscription Receipts which it has agreed to purchase, the other Underwriters may, but are not obligated to, purchase such Subscription Receipts, provided that, if the aggregate number of Subscription Receipts not purchased is less than 10% of the aggregate number of Subscription Receipts agreed to be purchased by the Underwriters (by dollar value of the aggregate purchase price of the Subscription Receipts), then each of the other Underwriters is obligated to purchase severally the Subscription Receipts not taken up, on a pro rata basis or as they may otherwise agree as between themselves. If the aggregate number of Subscription Receipts not purchased is equal to or greater than 10% of the aggregate number of Subscription Receipts agreed to be purchased by the Underwriters (by dollar value of the aggregate purchase price of the Subscription Receipts), then each of the other Underwriters shall be relieved of its obligations to purchase its respective percentage of the Subscription Receipts, subject to the terms and conditions of the Underwriting Agreement. The Underwriters are, however, obligated to take up and pay for all of the Subscription Receipts if any are purchased under the Underwriting Agreement. Under the terms of the Underwriting Agreement, the Underwriters may be entitled to indemnification by Keyera against certain liabilities, including liabilities for misrepresentation in the Prospectus.

In connection with completion of the Offering, the Corporation has agreed that, without the prior written consent of the Lead Underwriters, which consent will not be unreasonably withheld, the Corporation will not, during the period ending 90 days after the Offering Closing Date (a) create, allot, authorize, issue, secure, pledge, sell, offer, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, warrant or right to purchase, or otherwise lend, transfer or dispose of (or announce any intention to do so), any Subscription Receipts or Common Shares, rights to purchase Subscription Receipts or Common Shares or any securities convertible or exercisable or exchangeable for Subscription Receipts or Common Shares, or (b) enter into any swap or arrangement that transfers to another, in whole or in part, any part of the economic consequences of ownership of Subscription Receipts or Common Shares, whether such transaction described in (a) or (b) above is to be settled by delivery of such Subscription Receipts or Common Shares or such other securities or interests, in cash or otherwise, other than (i) pursuant to the Over-Allotment Option, (ii) the issuance of the Common Shares to holders of Subscription Receipts pursuant to the Subscription Receipt Agreement, (iii) pursuant to director, officer or employee or consultant incentive plans, (iv) pursuant to the Corporation's long term incentive plan, (v) the exchange, transfer, conversion or exercise of rights of existing securities or existing commitments to issue securities, or (vi) the Corporation's dividend reinvestment plan and optional share purchase plan or similar plan, if applicable.

The Underwriters propose to offer the Subscription Receipts initially at the Offering Price. After a reasonable effort has been made to sell all of the Subscription Receipts at the Offering Price, the Underwriters may subsequently reduce the selling price to purchasers from time to time in order to sell any of the Subscription Receipts remaining unsold. Notwithstanding any reduction in the Offering Price, any such reduction will not affect the proceeds received by the Corporation. The compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Subscription Receipts is less than the gross proceeds paid by the Underwriters to the Corporation.

S-26

S-27

Offering in the United States

This prospectus supplement, together with the Prospectus, does not constitute an offer to sell or a solicitation of an offer to buy any securities in the U.S. The Subscription Receipts and the underlying Common Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the U.S. except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Underwriter has agreed that, except as permitted under the Underwriting Agreement, it will not offer or sell the Subscription Receipts at any time within the U.S. The Underwriting Agreement permits the Underwriters to offer the Subscription Receipts only to "qualified institutional buyers" (as defined in Rule 144A) in the U.S. in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 144A thereunder and in accordance with applicable state securities laws. In addition, until 40 days after the later of commencement of the Offering and the issue date of the Subscription Receipts offered hereby, an offer or sale of the Subscription Receipts or underlying Common Shares within the U.S. by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from such registration requirements. Terms used in this paragraph have the meanings given to them by Regulation S under the U.S. Securities Act. Any Offered Securities and underlying Common Shares sold to persons in the U.S. will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act.

Notice To Prospective Investors In The European Economic Area

In relation to each member state of the European Economic Area (each a "Relevant Member State"), no Subscription Receipts have been offered or will be offered pursuant to the Offering to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Subscription Receipts which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the relevant competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation (as defined herein), except that offers of Subscription Receipts may be made to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the Underwriters for any such offer; or

provided that no such offer of Subscription Receipts shall require the Corporation or the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to, and with each of the representatives and us that it is a "qualified investor" as defined in the Prospectus Regulation.

In the case of any Subscription Receipts being offered to a financial intermediary, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a member state to qualified investors as so defined, or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an "offer to the public" in relation to any Subscription Receipts in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and the Subscription Receipts to be offered so as to enable an investor to decide to purchase or subscribe for any Subscription Receipts, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended).

The Corporation has not authorized and does not authorize the making of any offer of Subscription Receipts through any financial intermediary on its behalf, other than offers made by the Underwriters with a view to the final placement of the Subscription Receipts as contemplated in this Prospectus Supplement. Accordingly, no purchaser of the Subscription Receipts, other than the Underwriters, is authorized to make any further offer of the Subscription Receipts on behalf of the sellers or the Underwriters.

Notice To Prospective Investors In The United Kingdom

No Subscription Receipts have been offered or will be offered pursuant to the Offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Subscription Receipts that either (i) has been approved by the Financial Conduct Authority or (ii) is to be treated as if it had been approved by the Financial Conduct Authority in accordance with the transitional provisions in Regulation 74 of the Prospectus (Amendment etc.) (EU Exit) Regulations 2019, except that offers of Subscription Receipts may be made to the public in the United Kingdom at any time:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the Underwriters for any such offer; or
(c) in any other circumstances falling within section 86 of the Financial Services and Markets 2000 Act (as amended, the "FSMA"),

provided that no such offer of Subscription Receipts shall require the Corporation or the Underwriters to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

In the case of any Subscription Receipts being offered to a financial intermediary, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in the United Kingdom to "qualified investors" as so defined, or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression of an "offer to the public" in relation to any Subscription Receipts in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and the Subscription Receipts to be offered so as to enable an investor to decide to purchase or subscribe for any Subscription Receipts, and the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

In the United Kingdom, this Prospectus Supplement is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "FPO") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the FPO (all such persons together being referred to as "relevant persons"). Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this Prospectus Supplement or use it as the basis for taking any action. In the United Kingdom, any investment or investment activity that this Prospectus Supplement relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this Prospectus Supplement or any of its contents.

Each Underwriter has represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Subscription Receipts in circumstances in which Section 21(1) of the FSMA does not apply to the Corporation; and (b) it has

S-28

complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Subscription Receipts in, from or otherwise involving the United Kingdom.

Notice To Prospective Investors In Switzerland

The Subscription Receipts may not be publicly offered in Switzerland within the meaning of the Swiss Financial Services Act and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This prospectus supplement has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock S-16 exchange or regulated trading facility in Switzerland. Neither this prospectus supplement nor any other offering or marketing material relating to the Subscription Receipts or the Offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus supplement nor any other offering or marketing material relating to the Offering, the Corporation or the Subscription Receipts have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus supplement will not be filed with, and the offer of Subscription Receipts will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of Subscription Receipts has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Subscription Receipts.

Notice To Prospective Investors In The Dubai International Financial Centre

This prospectus supplement relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with exempt offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The Subscription Receipts to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Subscription Receipts offered should conduct their own due diligence on the Subscription Receipts. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.

Notice To Prospective Investors In Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the Offering. This prospectus supplement does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the Subscription Receipts may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Subscription Receipts without disclosure to investors under Chapter 6D of the Corporations Act.

The Subscription Receipts applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Subscription Receipts must observe such Australian on-sale restrictions.

S-29

This prospectus supplement contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice To Prospective Investors In Hong Kong

The Subscription Receipts have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the Subscription Receipts has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Subscription Receipts which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice To Prospective Investors In Japan

The Subscription Receipts have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese S-17 governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice To Prospective Investors In Singapore

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Subscription Receipts are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Subscription Receipts pursuant to an offer made under Section 275 of the SFA except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the

S-30

SFA; (ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; (iv) as specified in Section 276(7) of the SFA; or (v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Israel

This prospectus supplement does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus supplement is being distributed only to, and is directed only at, and any offer of the Subscription Receipts is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and "qualified individuals," each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.

Notice to Prospective Investors in Taiwan

The Subscription Receipts have not been, and will not be, registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan, the Republic of China ("Taiwan") and/or any other regulatory authority or agency of Taiwan pursuant to applicable securities laws and regulations and the Subscription Receipts may not be sold, offered or otherwise made available within Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Taiwan Securities and Exchange Act or relevant laws and regulations that requires a registration or filing with or the approval of the Financial Supervisory Commission of Taiwan and/or any other regulatory authority or agency of Taiwan. No person or entity in Taiwan is authorized to offer, sell or otherwise make available any Subscription Receipts or to provide information relating to this prospectus supplement.

Price Stabilization, Short Positions and Passive Market Making

In connection with the Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Subscription Receipts or Common Shares at levels other than those which otherwise might prevail on the open market, including stabilizing transactions, short sales, purchases to cover positions created by short sales, imposition of penalty bids and syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Subscription Receipts or Common Shares while the Offering is in progress. These transactions may also include making short sales of the Subscription Receipts or Common Shares, which involve the sale by the Underwriters of a greater number of Subscription Receipts than they are required to purchase in the Offering or Over-Allotment Shares, if applicable.

The Underwriters may close out any covered short position by purchasing Subscription Receipts or Common Shares in the open market. In making this determination, the Underwriters will consider, among other things, the price of Subscription Receipts and Common Shares available for purchase in the open market.

The Underwriters must close out any naked short position by purchasing Subscription Receipts or Common Shares in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Subscription Receipts or Common Shares in the open market that could adversely affect investors who purchase in the Offering.

In addition, in accordance with rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Subscription Receipts or Common Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of

S-31

creating actual or apparent active trading in, or raising the price of, the Subscription Receipts or Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the applicable stock exchange, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

As a result of these activities, the price of the Subscription Receipts or Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Subscription Receipts or Common Shares are listed, in the over-the-counter market, or otherwise.

Book-Based System

The Offering will be conducted under the book-based system. A subscriber who purchases Subscription Receipts will receive a customer confirmation from the registered dealer from or through whom Subscription Receipts are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Subscription Receipts on behalf of owners who have purchased Subscription Receipts in accordance with the book-based system. No certificates evidencing the Subscription Receipts will be issued, except in certain limited circumstances, and registration will be made in the name of the nominee of CDS.

Except in certain limited circumstances: (i) the Subscription Receipts will be issued and deposited in electronic form with CDS or its nominee pursuant to the book-based system administered by CDS; (ii) certificates evidencing the Subscription Receipts will not be issued to purchasers; and (iii) purchasers will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Subscription Receipts are purchased. See "Details of the Offering – Book-Based System".

RELATIONSHIP BETWEEN THE CORPORATION AND THE UNDERWRITERS

Each of RBC, CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., ● and ● is a subsidiary or an affiliate of a Lender which has extended or has committed to extend credit facilities to Keyera, including under the Revolving Credit Facility and the Bilateral Credit Facilities. Furthermore, RBC also acted as financial advisor to Keyera in connection with the Acquisition. In addition, affiliates of RBC provided the Commitment Letter and agreed to syndicate the Acquisition Credit Facilities in connection with the Acquisition. Consequently, the Corporation may be considered to be a "connected issuer" of each of these Underwriters for the purposes of applicable securities legislation.

The Revolving Credit Facility and Bilateral Credit Facilities were undrawn as of March 31, 2025 and December 31, 2024, respectively. Issued letters of credit outstanding totaled $2,862,992 and $5,470,762 as at March 31, 2025 and December 31, 2024, respectively. Keyera is in material compliance with all material terms of the agreements governing the Revolving Credit Facility and the Bilateral Credit Facilities, respectively, and none of the Lenders has waived any material breach by Keyera of those agreements since the Revolving Credit Facility and the Bilateral Credit Facilities were established. The financial position of Keyera has not changed substantially and adversely since the indebtedness under the Revolving Credit Facility and the Bilateral Credit Facilities was incurred. None of the Lenders have been or will be involved in the decision to offer the Subscription Receipts and none have been or will be involved in the determination of the terms of any distribution of Subscription Receipts.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Norton Rose Fulbright Canada LLP, counsel to the Corporation, and Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, the following is, as of the date of this prospectus supplement, a summary of the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires as beneficial owner Subscription Receipts pursuant to the Offering or the Over-Allotment Option and Common Shares pursuant to the terms of the Subscription Receipts and who, for purposes of the Tax Act and at all relevant times: (i) deals at arm's length with the Corporation and the Underwriters and is not affiliated with the Corporation or the Underwriters, and (ii) acquires and holds or will acquire and hold the Subscription Receipts and any Common Shares issued pursuant to

S-32

the terms of the Subscription Receipts as capital property (a "Holder"). Generally, the Subscription Receipts and the Common Shares will be considered to be capital property to a Holder provided the Holder does not use or hold, and is not deemed to use or hold, the Subscription Receipts or the Common Shares in the course of carrying on a business and does not acquire them in a transaction or transactions considered to be an adventure in the nature of trade.

This summary is based upon the facts set out in this prospectus supplement and the Prospectus, the provisions of the Tax Act in force as at the date hereof, all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and counsel's understanding of the current administrative practices and assessing policies of the Canada Revenue Agency (the "CRA") published in writing and publicly available prior to the date hereof. This summary assumes the Tax Proposals will be enacted in the form proposed; however, no assurance can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary does not, other than the Tax Proposals, take into account or anticipate any changes in applicable law or the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign tax laws or considerations, which might differ significantly from the Canadian federal income tax consequences discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder and no representations with respect to the income tax consequences to any Holder or prospective Holder are made. This summary is not exhaustive of all possible income tax considerations under the Tax Act that may affect a Holder. The income tax consequences of acquiring, holding and disposing of Subscription Receipts and Common Shares will vary according to the Holder's particular circumstances. Accordingly, prospective Holders should consult their own tax advisors with respect to their particular circumstances and the tax consequences to them of acquiring, holding and disposing of Subscription Receipts and Common Shares.

This summary is based upon counsel's understanding that a Subscription Receipt evidences a contractual right to acquire a Common Share on the satisfaction of certain conditions. No advance tax ruling in respect of the Offering has been sought from the CRA and counsel is not aware of any judicial authority relating to this characterization.

Holders Resident in Canada

This portion of the summary applies to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is, or is deemed to be, resident in Canada (a "Resident Holder"). Certain Resident Holders who may not otherwise be considered to hold their Common Shares as capital property may be entitled to make or may have already made the irrevocable election permitted by subsection 39(4) of the Tax Act to have their Common Shares that are acquired pursuant to a Subscription Receipt (and every other "Canadian security", as defined in the Tax Act) owned by such Resident Holder in the taxation year in which the election is made and in all subsequent taxation years deemed to be capital property. Such election does not apply to Subscription Receipts. Resident Holders whose Subscription Receipts or Common Shares might not be considered to be capital property should consult their tax advisors.

This summary is not applicable to a Holder: (i) that is a "financial institution" for purposes of the "mark-to-market" rules contained in the Tax Act, (ii) that is a "specified financial institution", (iii) an interest in which is or would constitute a "tax shelter" or a "tax shelter investment", (iv) that has elected to determine its "Canadian tax results" in a currency other than Canadian currency, (v) that has entered or will enter into, in respect of the Subscription Receipts or Common Shares, a "derivative forward agreement" or a "synthetic disposition arrangement", or (vi) that receives dividends on the Common Shares under or as part of a "dividend rental arrangement", as those terms are each defined in the Tax Act.

This summary does not address the possible application of the "foreign affiliate dumping" rules that may be applicable to a Resident Holder of Subscription Receipts or Common Shares that is a corporation resident in Canada (for the purposes of the Tax Act) that is, or that becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Subscription Receipts or Common Shares, controlled by a non-resident corporation

S-33

for the purposes of the rules in section 212.3 of the Tax Act. Any such Resident Holder should consult its own tax advisor with respect to an investment in the Subscription Receipts or Common Shares.

Holding and Disposing of Subscription Receipts

Acquisition of Common Shares Pursuant to Terms of the Subscription Receipts

A Resident Holder of Subscription Receipts will not be considered to dispose of the Subscription Receipts and will not realize any capital gain or capital loss on the acquisition of Common Shares pursuant to the terms of the Subscription Receipts.

The cost of a Common Share issued to a Resident Holder pursuant to a Subscription Receipt will generally include (i) the amount paid to acquire the Subscription Receipt and (ii) the Resident Holder's pro rata share of any interest received or credited on the investment of the Escrowed Funds that is included in the Resident Holder's income but remitted to the Corporation upon the acquisition of the Common Share pursuant to the Subscription Receipt less (iii) the aggregate of all Dividend Equivalent Payments received by or, in the event that the Dividend Equivalent Payment is received after the issuance of the Common Shares pursuant to the terms of the Subscription Receipt, receivable by, the Resident Holder out of the Escrowed Funds that are a partial refund of the Offering Price of the Subscription Receipt as described below under the heading "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Dividend Equivalent Payment". The adjusted cost base to the Resident Holder of Common Shares so acquired will be determined by averaging the cost of such Common Shares with the adjusted cost base of all other Common Shares owned at that time by the Resident Holder as capital property.

A Resident Holder must include in its income any interest received or credited on the investment of the Escrowed Funds including any interest that is remitted to the Corporation upon the acquisition of the Common Share pursuant to the Subscription Receipt as described under the heading "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Pro Rata Share of Interest".

Other Dispositions of Subscription Receipts

A disposition or deemed disposition by a Resident Holder of a Subscription Receipt (which does not include an acquisition of a Common Share pursuant to the terms of the Subscription Receipts, as discussed above, and other than as a consequence of a Termination Event, which is discussed below under the heading "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Acquisition Failing to Close"), will generally result in the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Subscription Receipt exceed (or are less than) the aggregate of the Resident Holder's adjusted cost base of the Subscription Receipt and any reasonable costs of disposition. Any such capital gain (or capital loss) will be subject to the tax treatment described below under the heading "Holders Resident in Canada – Holding and Disposing of Common Shares – Taxation of Capital Gains and Capital Losses".

The cost to a Resident Holder of a Subscription Receipt at any particular time will generally be equal to (i) the amount paid to acquire the Subscription Receipt, less (ii) the aggregate of all Dividend Equivalent Payments received by or, in the event that the Dividend Equivalent Payment is received after the issuance of the Common Shares pursuant to the terms of the Subscription Receipt, receivable by, the Resident Holder out of the Escrowed Funds that are a partial refund of the Offering Price of the Subscription Receipt and that reduce the cost to the Resident Holder of the Subscription Receipt as described below under the heading "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Dividend Equivalent Payment". The adjusted cost base of a Subscription Receipt acquired at any time will be determined by averaging the cost of such Subscription Receipt immediately before such time with the adjusted cost base of any other Subscription Receipts owned by the Resident Holder as capital property at such time.

Acquisition Failing to Close

In the event of a Termination Event, a holder of a Subscription Receipt will be entitled to receive from the Subscription Receipt Agent, the Termination Payment equal to the Offering Price plus (i) if a Dividend Equivalent Payment has

S-34

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 (ii) 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. The portion of the Termination Payment that is paid out of interest received or credited on the investment of the Escrowed Funds, including the applicable portion of any unpaid pro rata Dividend Equivalent Payment, will be subject to the tax treatment described below under the heading "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Pro Rata Share of Interest".

The Termination Payment will be made from the balance of the Escrowed Funds at the Termination Time, provided that if the balance of the Escrowed Funds is insufficient to cover the full amount of the aggregate of the Termination Payments, the Corporation will be required to pay to the Subscription Receipt Agent an amount equal to the deficiency between the amount of the Escrowed Funds and the aggregate of the Termination Payments due to the holders of Subscription Receipts (the "Termination Top-up").

The payment of the Termination Payment will generally result in a disposition of a Subscription Receipt and the Resident Holder of such Subscription Receipt realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Subscription Receipt exceed (or are less than) the aggregate of the Resident Holder's adjusted cost base of the Subscription Receipt and any reasonable costs of disposition. The portion of the Termination Payment that is paid from the Escrowed Funds (other than any part that represents interest received or credited on the investment of the Escrowed Funds) will be included in calculating the Resident Holder's proceeds of disposition of the Subscription Receipt. Resident Holders are urged to consult their own tax advisors as to the tax treatment to the Resident Holder of the Termination Top-up, including whether and to what extent any part of the Termination Top-up should be included in the income of the Resident Holder as interest or otherwise as ordinary income, or should be included in computing the Resident Holder's proceeds of disposition of the Subscription Receipt. No portion of the Termination Top-up should be treated as a dividend for the purposes of the Tax Act and, therefore, no part of the amount should benefit from the gross-up and dividend tax credit rules normally applicable in respect of taxable dividends received by individuals from "taxable Canadian corporations" (as defined in the Tax Act) or be deductible in computing a corporation's taxable income in the manner normally available in respect of taxable dividends received by corporations from "taxable Canadian corporations" (as defined in the Tax Act).

The cost to a Resident Holder of a Subscription Receipt at any particular time will generally be equal to (i) the amount paid to acquire the Subscription Receipt, less (ii) the aggregate of all Dividend Equivalent Payments received by the Resident Holder out of the Escrowed Funds that are a partial refund of the Offering Price of the Subscription Receipt and that reduce the cost to the Resident Holder of the Subscription Receipt as described below under the heading "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Dividend Equivalent Payment". The adjusted cost base of a Subscription Receipt acquired at any time will be determined by averaging the cost of such Subscription Receipt immediately before such time with the adjusted cost base of any other Subscription Receipts owned by the Resident Holder as capital property at such time. Any such capital gain (or capital loss) resulting from the disposition of the Subscription Receipt will be subject to the tax treatment described below under "Holders Resident in Canada – Holding and Disposing of Common Shares – Taxation of Capital Gains and Capital Losses".

Pro Rata Share of Interest

A Resident Holder of Subscription Receipts that is a corporation, partnership, unit trust or any trust of which a corporation or a partnership is a beneficiary will generally be required to include in computing its income for a taxation year any amount of interest (i) that accrues or that is deemed to accrue to it to the end of the particular taxation year, or (ii) that has become receivable by or is received by it before the end of that taxation year, except to the extent that such interest was included in computing the Resident Holder's income for a preceding taxation year. This will include the Resident Holder's pro rata share of any interest received or credited on the investment of the Escrowed Funds, whether or not such interest is received or receivable by the Holder, including interest that is remitted to the Corporation upon the acquisition of a Common Share pursuant to the Subscription Receipt.

S-35

Any other Resident Holder must include in computing its income for a taxation year the amount of interest received or receivable by the Resident Holder or by the Subscription Receipt Agent on behalf of the Resident Holder in that taxation year, depending on the method regularly followed by the Resident Holder in computing income.

A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) throughout the relevant taxation year or is, or is deemed to be, a "substantive CCPC" (as defined in the Tax Act) at any time in a taxation year may be liable to pay a refundable tax on its "aggregate investment income", which generally includes interest income. Any such Resident Holder should consult its own tax advisor in this regard.

Dividend Equivalent Payment

As described above under "Details of the Offering", a Resident Holder of a Subscription Receipt will be entitled to Dividend Equivalent Payments out of the Escrowed Funds concurrently with any dividends on the Common Shares for which record dates occur during the period commencing on the Offering Closing Date to, but excluding, the Acquisition Closing Date or to, and including, the date of a Termination Event, as applicable. Any Dividend Equivalent Payments will be made first out of any interest received or credited on the investment of the Escrowed Funds and thereafter out of the Escrowed Funds as a refund of the portion of the Offering Price of the Subscription Receipt.

The amount of any interest will generally be included in computing a Resident Holder's income as described above under the heading "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Pro Rata Share of Interest". Any portion of the Dividend Equivalent Payment that is paid by the Subscription Receipt Agent out of the Escrowed Funds as a partial refund of the Offering Price for the Subscription Receipt generally will not be included in the Resident Holder's income and should reduce the cost of the Subscription Receipt to the Resident Holder.

For greater certainty, the Dividend Equivalent Payment will not be treated as a dividend for the purposes of the Tax Act and, therefore, no part of the amount will benefit from the gross-up and dividend tax credit rules normally applicable in respect of taxable dividends received by individuals from taxable Canadian corporations (as defined in the Tax Act) nor be deductible in computing a corporation's taxable income in the manner normally available in respect of taxable dividends received by corporations from "taxable Canadian corporations" (as defined in the Tax Act).

Holding and Disposing of Common Shares

Dividends on Common Shares

Dividends received or deemed to be received on Common Shares by a Resident Holder will be included in computing the Resident Holder's income for the purposes of the Tax Act.

Dividends received or deemed to be received by a Resident Holder who is an individual (other than certain trusts) will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from a "taxable Canadian corporation" (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit applicable to any dividend designated by the Corporation as an eligible dividend in accordance with the provisions of the Tax Act. Taxable dividends received by a Resident Holder who is an individual (other than certain trusts) may give rise to alternative minimum tax under the Tax Act, depending on the individual's circumstances. Resident Holders who are individuals should consult their own tax advisors in this regard.

Dividends received or deemed to be received on Common Shares by a Resident Holder that is a corporation will normally be deductible in computing such corporation's taxable income. In certain circumstances, a taxable dividend received or deemed to be received by a Resident Holder that is a corporation will be treated as proceeds of disposition or a capital gain, rather than as a dividend. Resident Holders that are corporations are urged to consult their own tax advisors. A Resident Holder that is a "private corporation" or a "subject corporation", each as defined in the Tax Act, may be liable to pay a refundable tax of 38 1/3% on dividends received or deemed to be received on the Common Shares to the extent the dividends are deductible in computing the Resident Holder's taxable income for the taxation year.

S-36

Disposition of Common Shares

In general, a disposition or a deemed disposition of a Common Share (other than in a tax-deferred transaction or a disposition to the Corporation that is not a sale in the open market in the manner in which shares would normally be purchased by a member of the public in an open market) will give rise to a capital gain (or a capital loss) to the Resident Holder equal to the amount by which the proceeds of disposition of the Common Share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Common Share immediately before the disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below.

Taxation of Capital Gains and Capital Losses

Generally one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder in a taxation year will be included in computing the Resident Holder's income in such year and one-half of any capital loss realized by a Resident Holder in a taxation year (an "allowable capital loss") must be deducted against taxable capital gains realized by the Resident Holder in the year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may generally be carried back and deducted against net taxable capital gains in any of the three preceding years or carried forward and deducted against net taxable capital gains in any subsequent year, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to be received by the Resident Holder on the Common Share to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly through one or more partnerships or trusts. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Capital gains realized by a Resident Holder who is an individual (other than certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act.

A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) throughout the relevant taxation year or is, or is deemed to be, a "substantive CCPC" (as defined in the Tax Act) at any time in a taxation year may be liable to pay a refundable tax on its "aggregate investment income", which is defined in the Tax Act to include an amount in respect of taxable capital gains. Any such Resident Holder should consult its own tax advisor in this regard.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, the Subscription Receipts or Common Shares in a business carried on in Canada (a "Non-Resident Holder"). This part of the summary is not applicable to a Non-Resident Holder that is an insurer carrying on an insurance business in Canada and elsewhere or an "authorized foreign bank" (as defined in the Tax Act).

Holding and Disposing of Subscription Receipts

Acquisition of Common Shares Pursuant to Terms of the Subscription Receipts

A Non-Resident Holder of Subscription Receipts will not be considered to dispose of Subscription Receipts and will not realize any capital gain or capital loss upon the acquisition of Common Shares pursuant to the terms of the Subscription Receipts.

S-37

Other Dispositions of Subscription Receipts

On a disposition or deemed disposition of a Subscription Receipt (which does not include an acquisition of a Common Share pursuant to the terms of the Subscription Receipts and other than as a consequence of a Termination Event, which is discussed below under the heading "Holders Not Resident in Canada – Holding and Disposing of Subscription Receipts – Acquisition Failing to Close"), a Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized and may not recognize any capital loss incurred by such Non-Resident Holder, unless the Subscription Receipt constitutes "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and in respect of any capital gain and the Non-Resident Holder is not entitled to relief under an applicable income tax convention.

Provided the Common Shares are listed on a designated stock exchange (which currently includes the TSX) at the time of disposition of a Subscription Receipt, the Subscription Receipts will generally not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding that time: (i) 25% or more of the issued shares of any class or series of the Corporation's capital stock were owned by any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, and (ii) more than 50% of the fair market value of the Common Shares was derived, directly or indirectly, from one or any combination of (a) real or immovable property situated in Canada, (b) Canadian resource properties (as defined in the Tax Act), (c) timber resource properties (as defined in the Tax Act), and (d) options or interests, or for civil law purposes, rights, in respect of any such property, whether or not such property exists. A Non-Resident Holder whose Subscription Receipts may constitute taxable Canadian property should consult its own tax advisor in this regard.

Acquisition Failing to Close

As described under the heading "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Acquisition Failing to Close", in the event of a Termination Event, a holder of a Subscription Receipt will be entitled to receive from the Subscription Receipt Agent, the Termination Payment, being an amount equal to the Offering Price, plus (i) 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 (ii) 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. The portion of the Termination Payment that is paid out of interest received or credited on the investment of the Escrowed Funds will be subject to the tax treatment described below under the heading "Holders Not Resident in Canada – Holding and Disposing of Subscription Receipts – Dividend Equivalent Payment", in the case of the applicable portion of any unpaid pro rata Dividend Equivalent Payment, or under the heading "Holders Not Resident in Canada – Holding and Disposing of Subscription Receipts – Pro Rata Share of Interest", in any other case.

The Termination Payment will be made from the balance of the Escrowed Funds at the Termination Time, provided that if the balance of the Escrowed Funds is insufficient to cover the full amount of the aggregate of the Termination Payments, the Corporation will be required to pay the Termination Top-up as described above under "Holders Resident in Canada – Holding and Disposing of Subscription Receipts – Acquisition Failing to Close".

The payment of the Termination Payment will generally result in a disposition of a Subscription Receipt by the Non-Resident Holder of such Subscription Receipt. A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized and may not recognize any capital loss realized unless the Subscription Receipt constitutes "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and in respect of any capital gain and the Non-Resident Holder is not entitled to relief under an applicable income tax convention. For a description of "taxable Canadian property", see the discussion above under "Holders Not Resident in Canada – Holding and Disposing of Subscription Receipts – Other Dispositions of Subscription Receipts".

S-38

Non-Resident Holders are urged to consult their own tax advisors as to the tax treatment to the Non-Resident Holder of the Termination Top-up, including whether and to what extent any part of the Termination Top-up should be treated as an amount paid or credited, or deemed to be paid or credited, as, on account or in lieu of payment of, or in satisfaction of interest, a dividend or another type of payment for withholding tax purposes under the Tax Act. In this regard, the Subscription Receipt Agent intends to withhold at the statutory rate of 25% of the gross amount of the Termination Top-up.

Pro Rata Share of Interest

If no Dividend Equivalent Payment has been paid or is payable to holders, a Non-Resident Holder will generally not be subject to Canadian withholding tax in respect of interest received or credited, or deemed to be received or credited, on the investment of the Escrowed Funds (including interest that is remitted to the Corporation upon the acquisition of a Common Share pursuant to the Subscription Receipt).

Dividend Equivalent Payment

As described above, a holder of a Subscription Receipt will be entitled to Dividend Equivalent Payments out of the Escrowed Funds concurrently with any dividends on the Common Shares for which record dates occur during the period commencing on the Offering Closing Date to, but excluding, the Acquisition Closing Date or to, and including, the date of a Termination Event, as applicable.

Dividend Equivalent Payments will be made first out of any interest received or credited on the investment of the Escrowed Funds and thereafter out of the Escrowed Funds as a refund of the portion of the Offering Price of the Subscription Receipt. Dividend Equivalent Payments that are made out of interest received or credited on the investment of the Escrowed Funds will not be subject to Canadian withholding tax unless such interest constitutes "participating debt interest" (within the meaning of the Tax Act). If such interest is considered to be participating debt interest, the amount paid to a Non-Resident Holder would be subject to Canadian withholding tax at the statutory rate of 25% (subject to reduction under an applicable income tax treaty or convention between Canada and the Non-Resident Holder's country of residence and in respect of which the Non-Resident Holder is entitled to the benefits). In this respect, it is uncertain whether or not such interest would constitute "participating debt interest" for purposes of the Tax Act. The Subscription Receipt Agent will withhold at the statutory rate of 25% of the gross amount of such Dividend Equivalent Payment (subject to reduction under an applicable income tax treaty or convention between Canada and the Non-Resident Holder's country of residence and in respect of which the Non-Resident Holder is entitled to the benefits) on the portion of any Dividend Equivalent Payment which is paid out of the Non-Resident Holder's pro rata share of interest received or credited on the investment of the Escrowed Funds. For example, under the Canada-United States Income Tax Convention (1980) (the "Treaty"), the withholding tax rate in respect of such Dividend Equivalent Payment paid or credited, or deemed to be paid or credited to or derived by a person who is the beneficial owner of the Dividend Equivalent Payment and is resident in the U.S. for purposes of, and entitled to full benefits under, the Treaty, would generally be reduced to 15%.

Any portion of the Dividend Equivalent Payment that is paid as a partial refund of the Offering Price for the Subscription Receipt generally should reduce the cost to the Non-Resident Holder of the Common Shares acquired pursuant to the terms of the Subscription Receipts and should not be subject to Canadian withholding tax.

Non-Resident Holders are advised to consult their own tax advisors regarding the tax consequence of the receipt of a Dividend Equivalent Payment.

S-39

S-40

Holding and Disposing of Common Shares

Dividends on Common Shares

Any dividends paid or credited, or deemed to be paid or credited, by the Corporation on the Common Shares to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend or deemed dividend, subject to any applicable reduction in the rate of such withholding under an income tax treaty or convention between Canada and the country where the Non-Resident Holder is resident and in respect of which the Non-Resident Holder is entitled to the benefits. For example, under the Treaty, the withholding tax rate in respect of a dividend paid or credited, or deemed to be paid or credited to or derived by a person who is the beneficial owner of the dividend and is resident in the U.S. for purposes of, and entitled to full benefits under, the Treaty, is generally reduced to 15%. Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.

Disposition of Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of a Common Share, and may not recognize any capital loss realized, unless the Common Shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax convention. For a description of "taxable Canadian property", see under the heading above "Holders Not Resident in Canada – Holding and Disposing of Subscription Receipts – Other Dispositions of Subscription Receipts", as analogous tests will apply in respect of the Common Shares. A Non-Resident Holder contemplating a disposition of Common Shares that may constitute taxable Canadian property should consult a tax advisor prior to such disposition.

ELIGIBILITY FOR INVESTMENT

In the opinion of Norton Rose Fulbright Canada LLP, counsel to the Corporation and Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, based on the provisions of the Tax Act in force on the date hereof, the Subscription Receipts and the Common Shares issuable pursuant to the terms of the Subscription Receipts will be qualified investments at the time of acquisition by a trust governed by a registered retirement savings plan ("RRSP"), registered retirement income fund ("RRIF"), deferred profit sharing plan, registered education savings plan ("RESP"), registered disability savings plan ("RDSP"), first home savings account ("FHSA") or tax-free savings account ("TFSA"), each as defined in the Tax Act and each being referred to herein as a "Plan", provided that, at the time of the acquisition by the Plan, (i) in the case of the Common Shares, such shares are listed on a "designated stock exchange" (which currently includes the TSX) or the Corporation is a "public corporation" as defined in the Tax Act, and (ii) in the case of the Subscription Receipts, such Subscription Receipts are listed on a "designated stock exchange".

Notwithstanding the foregoing, if the Subscription Receipts and/or Common Shares are "prohibited investments", within the meaning of the Tax Act, for a particular RRSP, RRIF, RESP, RDSP, FHSA or TFSA (each a "Specified Plan"), the annuitant, the subscriber or the holder of the Specified Plan, as the case may be, will be subject to a penalty tax under the Tax Act. The Subscription Receipts and Common Shares will generally not be a "prohibited investment" for these purposes unless the annuitant, the subscriber or the holder of the Specified Plan, as applicable, (i) does not deal at arm's length with the Corporation, for the purposes of the Tax Act, or (ii) has a "significant interest", as defined in the Tax Act, in the Corporation. Common Shares will generally not be a prohibited investment if the Common Shares are "excluded property" for the purposes of the prohibited investment rules for a Specified Plan. Prospective purchasers who intend to hold Subscription Receipts or Common Shares in a Specified Plan should consult their own tax advisors regarding their particular circumstances.

RISK FACTORS

An investment in the Subscription Receipts, the Common Shares underlying the Subscription Receipts, the Over-Allotment Subscription Receipts and the Over-Allotment Shares are subject to various risks including those risks inherent to the industries in which Keyera and/or PMC operate. Before deciding whether to invest in any Subscription

Receipts or Over-Allotment Subscription Receipts, as applicable, prospective purchasers should consider carefully the risk factors contained in and incorporated by reference in the Prospectus and this prospectus supplement.

Discussions of certain risk factors affecting the Corporation in connection with its businesses are provided in the Corporation's disclosure documents filed from time to time with the securities commission or similar securities regulatory authority in each of the provinces of Canada which are incorporated by reference in the Prospectus. In particular, see the risks described below and under the heading "Risk Factors" in each of the Prospectus, the AIF, the Annual MD&A and the Q1 2025 MD&A.

Risks Relating to the Subscription Receipts and the Common Shares

Subscription Receipt Structure

The Common Shares underlying the Subscription Receipts will only be issued to holders of Subscription Receipts upon the Corporation delivering the Escrow Release Notice and Direction to the Subscription Receipt Agent. The Escrow Release Notice and Direction will only be delivered if the Escrow Release Condition is satisfied and the Acquisition Closing occurs prior to the Termination Time. See "Risk Factors – Risks Relating to the Acquisition". There can be no assurance that the Escrow Release Condition will be satisfied or that the Acquisition Closing will occur prior to the Termination Time. The Corporation may, in its sole discretion, waive certain closing conditions in its favour in the Acquisition Agreement, agree to asset divestures or other conditions to obtain required regulatory clearances or agree with the Seller to amend the Acquisition Agreement and, as a consequence, consummate the Acquisition on terms that may be substantially different from those set forth in the Acquisition Agreement and described in this prospectus supplement. Other events could result in a Termination Event. As a result, the Acquisition Closing may not occur as contemplated in this prospectus supplement, or at all, and, if the Acquisition Closing does occur, the expected benefits of the Acquisition may not be fully realized. See "Risk Factors – Risks Relating to the Subscription Receipts and the Common Shares – Funds in Escrow" and "The Acquisition". Until the Escrow Release Condition is satisfied, the Escrow Release Notice and Direction is delivered and the Common Shares are delivered pursuant to the Subscription Receipt Agreement, holders of Subscription Receipts have only the rights under the Subscription Receipt Agreement described under "Details of the Offering".

Pending the delivery of the Escrow Release Notice and Direction and the issuance of the Common Shares underlying the Subscription Receipts, the holders of the Subscription Receipts are not shareholders and the Subscription Receipts do not entitle the holders thereof to vote as or with holders of the Common Shares. The Escrow Release Notice and Direction will only be delivered if the Escrow Release Condition is satisfied and the Acquisition Closing occurs prior to the Termination Time. If a Termination Event occurs, the Subscription Receipt Agent will return to each holder of Subscription Receipts, from the Escrowed Funds, the Termination Payment. The balance of the Escrowed Funds at the Termination Time may not be sufficient to cover the aggregate amount of the Termination Payments. See "Risk Factors - Risks Relating to the Subscription Receipts and the Common Shares - Funds in Escrow." Also, each subscriber's subscription proceeds will be held in escrow pending a Termination Event, and accordingly subscribers will not be able to use such funds to take advantage of other investment opportunities that occur prior to a Termination Event. In addition, if the Acquisition Closing does not take place as contemplated, Keyera could suffer adverse consequences, including the loss of investor confidence.

Market Price

There is currently no market through which the Subscription Receipts may be sold and purchasers of Subscription Receipts may not be able to resell the Subscription Receipts purchased under this prospectus supplement. The price offered to the public for the Subscription Receipts and the number of Subscription Receipts to be issued have been determined by negotiations between the Corporation and the Underwriters. The price paid for each Subscription Receipt may bear no relationship to the price at which the Subscription Receipts may trade in the public market subsequent to the completion of the Offering. The Corporation cannot predict at what price the Subscription Receipts will trade and there can be no assurance that an active trading market will develop for the Subscription Receipts or, if developed, that such market will be sustained.

S-41

The market price of Common Shares issuable to holders of Subscription Receipts (and Over-Allotment Shares, if applicable) may fluctuate due to a variety of factors relating to the Corporation's business, including announcements of new developments, fluctuations in the Corporation's operating results, sales of Common Shares or other securities of the Corporation, failure to meet analysts' expectations, general market conditions or the worldwide economy. In the past, the Common Shares and stock markets in Canada and the U.S. have experienced significant price fluctuations, which may have been unrelated to the operating performance of the Corporation or the other affected companies. There can be no assurance that the market price of the Subscription Receipts and Common Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to the Corporation's performance. For these reasons, past trends in the price of Common Shares should not be relied upon to predict the future price of Common Shares.

The Corporation has applied to the TSX to list the Subscription Receipts offered under this prospectus supplement and the Common Shares issuable upon the exchange of the Subscription Receipts (including the Subscription Receipts issuable pursuant to the Over-Allotment Option and the Common Shares issuable pursuant to the terms of such Subscription Receipts). Such listings are subject to the Corporation fulfilling all the listing requirements of the TSX, as applicable. There can be no assurance that the Subscription Receipts and the Common Shares issuable pursuant to the terms of the Subscription Receipts (including the Subscription Receipts issuable pursuant to the Over-Allotment Option and the Common Shares issuable pursuant to the terms of such Subscription Receipts) will be accepted for listing on the TSX.

Funds in Escrow

The Escrowed Funds will be held in escrow until the earlier of: (i) the delivery of the Escrow Release Notice and Direction; and (ii) the Termination Time. The Escrow Release Notice and Direction will only be delivered if the Escrow Release Condition has been satisfied prior to the Termination Time. There can be no assurance that the Escrow Release Condition will be satisfied on or prior to the Termination Time.

Upon delivery of the Escrow Release Notice and Direction, the Escrowed Funds, less the Escrowed Underwriters' Fee and the Dividend Equivalent Payment, if any, will be released to the Corporation in accordance with the terms and conditions of the Subscription Receipt Agreement and such Escrow Release Notice and Direction may be delivered up to seven (7) business days prior to the anticipated Acquisition Closing Date. It is anticipated that such released funds will be used, directly or indirectly, together with borrowings under the Acquisition Credit Facilities, to pay a portion of the Purchase Price of the Acquisition. There is a possibility, however, that after such release the Acquisition will not close within seven (7) business days of the release, prior to the Termination Time or at all and in any such event the Corporation will be required, under the Subscription Receipt Agreement, to return such released funds to the Subscription Receipt Agent. In such case, holders of the Subscription Receipts will be required to rely on the Corporation to comply with its obligations to repay such funds to the Subscription Receipt Agent as sufficient amounts will no longer be held in escrow.

Additionally, the Dividend Equivalent Payments payable to the holders of Subscription Receipts will be paid from the Escrowed Funds. The Termination Payment payable to the holders of Subscription Receipts will also be paid from the Escrowed Funds. If the balance of the Escrowed Funds at the Termination Time is insufficient to cover the aggregate amount of the Termination Payments payable to the holders of Subscription Receipts, pursuant to the Subscription Receipt Agreement, Keyera will be required to pay to the Subscription Receipt Agent, as agent on behalf on the holders of Subscription Receipts, the deficiency between the amount of Escrowed Funds at the Termination Time and the aggregate of the Termination Payments due to the holders of Subscription Receipts. In either case, holders of Subscription Receipts will be required to rely on the Corporation to repay such funds as sufficient amounts will no longer be held in escrow.

Issuance of Additional Common Shares

Keyera's articles of incorporation and by-laws allow it to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as shall be established by the Board of Directors, in many cases, without the approval of Keyera's shareholders. As part of this Offering, Keyera could issue up to ● Subscription Receipts, which number includes the ● Subscription Receipts issuable pursuant to the Offering and the ● Subscription

S-42

Receipts issuable if the Over-Allotment Option is exercised in full by the Underwriters, each representing the right to receive one Common Share. Except as described under the heading "Plan of Distribution", Keyera may issue additional Common Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Common Shares). Keyera may also issue Common Shares to finance future acquisitions. Keyera cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common Shares will have on the market price of the Subscription Receipts or the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Subscription Receipts or the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and economic interest and Keyera may experience dilution in its earnings per share.

Dividends

Holders of Subscription Receipts (including Subscription Receipts that may be issued upon the exercise of the over-Allotment Option) will be entitled to Dividend Equivalent Payments in respect of, and paid concurrently with, any dividends on the Common Shares for which record dates occur during the period commencing on the Offering Closing Date to, but excluding, the Acquisition Closing Date or to, and including, the Termination Date, as applicable. Any dividends to be paid by the Corporation on the Common Shares and, accordingly, the Dividend Equivalent Payments that may be receivable in respect of the Subscription Receipts are expected to receive, if so declared by the Board of Directors, in respect of the dividend payable to holders of Common Shares on or about September 29, 2025, to shareholders of record as of September 15, 2025. The payment of dividends is subject to the discretion of the Corporation's Board of Directors and depends on, among other things, the financial condition of Keyera, general business conditions and other factors that the Board of Directors may in the future consider to be relevant. In addition, the Corporation's ability to pay dividends following the Acquisition could be adversely affected if the free cash flow expected to result from the Acquisition does not materialize when coupled with the potentially dilutive effect of the additional Common Shares issuable pursuant to the terms of the Subscription Receipts to be issued pursuant to the Offering.

Risks Relating to the Acquisition

Closing of the Acquisition

The closing of the Offering will occur before the Acquisition Closing. The Acquisition Closing is subject to the satisfaction of certain closing conditions, including the receipt of required regulatory clearances. See "Risk Factors – Risks Relating to the Acquisition – Regulatory Risk". There is no certainty, nor can Keyera provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. A substantial delay in obtaining regulatory clearances or the imposition of unfavourable terms or conditions in the approvals could have a material adverse effect on Keyera's ability to complete the Acquisition and, if completed, on Keyera's or PMC's business, financial condition, results of operations or cash flows. See "The Acquisition – The Acquisition Agreement – Closing Conditions". The Corporation intends to consummate the Acquisition as soon as practicable after obtaining the required regulatory clearances and the satisfaction or waiver of the other closing conditions.

Acquisition Credit Facilities

Keyera's ability to borrow under the Acquisition Credit Facilities is subject to certain customary conditions that Keyera must satisfy. If Keyera is unable to satisfy one or more of those conditions and such conditions are not waived, Keyera will not be able to borrow amounts under the Acquisition Credit Facilities to fund the Acquisition. If Keyera cannot borrow under the Acquisition Credit Facilities, Keyera may not have the cash necessary to fund the Purchase Price and close the Acquisition and the Seller will, in certain circumstances, have the right to terminate the Acquisition Agreement. In addition, while it is possible that alternative sources of financing may not be available, alternative sources, if available, may be on terms that are less favourable than the terms of the Acquisition Credit Facilities. See "The Acquisition – Financing the Acquisition".

S-43

Unexpected Liabilities Related to the Acquisition

The Corporation has conducted due diligence in connection with the Acquisition, however, there may be liabilities of PMC that the Corporation failed to discover or was unable to quantify in the due diligence which it conducted in connection with the Acquisition and the Corporation may not be indemnified for some or all of these liabilities.

In connection with the Acquisition, the Corporation has obtained indemnities from the Seller in respect of certain liabilities of PMC, including in respect of pre-closing tax matters of PMC, and a guarantee from Plains in respect of the payment and certain performance obligations of Seller under the Acquisition Agreement. In addition, the Corporation has obtained a representation and warranty insurance policy package with combined coverage limits of up to $500 million. Such representation and warranty insurance policy is subject to certain exclusions and limitations. In addition, there may be circumstances for which the insurer may elect to limit such coverage or refuse to indemnify the Corporation or situations for which the coverage provided under the representation and warranty insurance policy may not be sufficient or applicable.

The discovery, existence or quantification of any such liabilities and the Corporation's inability to recover or claim from the Seller, Plains or the provider of the representation and warranty insurance policy could have a material adverse effect on the Corporation's business, financial condition or future prospects.

Nature of Transactions

Acquisitions of NGL facilities businesses are based in large part on engineering, environmental and economic assessments made by the acquirer, independent engineers and consultants. These assessments include a series of assumptions regarding such factors as operational performance, status of and impact of policy, and legislation and regulations. Many of these factors are subject to change and are beyond Keyera's control. All such assessments involve a measure of engineering, environmental and regulatory uncertainty that could result in lower revenue or higher operating or capital expenditures than anticipated.

Information Provided by PMC and the Seller

All information related to PMC in this prospectus supplement is based on information provided by PMC and the Seller. Although the Corporation has conducted what it believes to be a prudent and thorough level of investigation with respect to PMC, its business and its assets in connection with the Acquisition, a certain degree of risk remains regarding the accuracy and completeness of such information. While the Corporation has no reason to believe the information obtained from PMC and the Seller is misleading, untrue or incomplete, the Corporation cannot assure the accuracy or completeness of such information, nor can the Corporation compel PMC or the Seller to disclose events which may have occurred or may affect the completeness or accuracy of such information, but which are unknown to the Corporation.

Pro Forma Financial Information may not be Indicative of Keyera's Financial Condition or Results following the Acquisition

The unaudited pro forma condensed consolidated financial information contained in this prospectus supplement is presented for illustrative purposes only as of its respective dates and may not be indicative of the financial condition, results of operations or cash flows of Keyera following completion of the Acquisition. The unaudited pro forma condensed consolidated financial information has been derived from the respective historical financial statements of Keyera and the Acquired Business, and certain adjustments and assumptions have been made to give effect to the Acquisition including the conversion of the Acquired Business' historical financial statements from U.S. GAAP to IFRS Accounting Standards. The information upon which such adjustments and assumptions have been made is preliminary and adjustments and assumptions of this nature are difficult to make with complete accuracy. Moreover, the unaudited pro forma condensed consolidated financial information does not include, among other things, estimated synergies or adjustments related to restructuring or integration activities in connection with the Acquisition, or future acquisitions or disposals not yet known or probable. Actual amounts recorded upon the finalization of the Purchase Price allocation pursuant to the Acquisition Agreement may differ from the amounts reflected in the Keyera Pro Forma Financial Statements. Additionally, the unaudited pro forma condensed consolidated financial information may not

S-44

reflect all of the costs that are expected to be incurred by PMC and the Corporation in connection with the Acquisition. Accordingly, the unaudited pro forma condensed consolidated financial information contained in this prospectus supplement is presented for informational purposes only and Keyera's assets, results of operations and financial condition following the Acquisition may differ significantly from those indicated in the unaudited pro forma financial information.

Financial and Operational Forecasts and Projections

The Corporation's financial and operational forecasts are based on a number of assumptions, many of which are outside of Keyera's control, and, if some or all of the underlying assumptions prove to be inaccurate, the Corporation's actual financial and operational results may be different from the forecasts and such differences may be material. This prospectus supplement includes forecasts of, among others, the anticipated benefits of the Acquisition, synergies, and Keyera's anticipated growth, which are based on a number of assumptions and estimates that are discussed in this prospectus supplement and that may not prove to be correct. Such assumptions are further subject, to a significant degree, on future business decisions, some of which may change, and that could further cause our actual results to differ materially from those forecasted. Accordingly, the forecasts contained in this prospectus supplement are only an estimate of what Keyera's management believes to be realizable as of the date of this prospectus supplement. Keyera's forecasts are forward-looking statements and should be read together with the historical financial and operational information included or incorporated by reference in this prospectus supplement. Although Keyera considers the assumptions and estimates underlying the forecasts to be reasonable as of the date of this prospectus supplement, those assumptions and estimates are inherently uncertain and subject to significant business, economic, financial, regulatory, technological and competitive risks and uncertainties, many of which are beyond our control and if our assumptions prove to be inaccurate, our actual results may differ materially from our forecasts.

Regulatory Risk

The Acquisition is conditional upon, among other things, (i) with respect to the Competition Act, the issuance of an advance ruling certificate or the expiry or termination of all applicable waiting periods and, unless waived by Keyera, confirmation from the Commissioner of Competition that he does not, at that time, intend to bring an application under section 92 of the Competition Act in respect of the Acquisition, (ii) with respect to the CTA, a determination by the Minister of Transport that the Acquisition does not raise issues with respect to the public interest as it relates to national transportation, or if the Minister of Transport determines that the Acquisition does raise such issues, approval from the Governor in Council on conditions acceptable to Keyera, and (iii) with respect to the HSR Act, all applicable waiting periods having expired or being terminated (together, the "Required Regulatory Approvals"). There is no certainty, nor can Keyera provide any assurance, that the Required Regulatory Approvals can be obtained on conditions acceptable to Keyera, or, if so obtained, when they will be obtained. A substantial delay in obtaining the Required Regulatory Approvals or the conditioning of the Required Regulatory Approvals on unfavourable terms or conditions could have a material adverse effect on Keyera's ability to complete the Acquisition and, if completed, on Keyera's or PMC's business, financial condition, results of operations or cash flows. In addition, in the event that regulatory agencies impose such unfavourable terms and/or conditions for Required Regulatory Approvals, the Corporation may still be required to complete the transaction on the terms set forth in the Acquisition Agreement.

Failure to Realize Acquisition Benefits

As described in "The Acquisition", the Corporation believes that the Acquisition will be beneficial. However, there is a risk that some or all of the expected benefits of the Acquisition may fail to materialize, or may not occur within the time periods that Keyera anticipates. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of the Corporation.

Moreover, a variety of factors, including those risk factors set forth in the Prospectus and this prospectus supplement and the documents incorporated by reference in the Prospectus and this prospectus supplement, may adversely affect the Corporation's ability to achieve the anticipated benefits of the Acquisition.

S-45

Integration of PMC

Although the Corporation expects to realize certain benefits as a result of the Acquisition, there is a possibility that, following the Acquisition, the Corporation is unable to successfully integrate PMC into its operations in order to realize the anticipated benefits of the Acquisition or may be unable to do so within the anticipated timeframe.

The Corporation expects to implement certain operational improvements and cost-savings initiatives following the completion of the Acquisition. Any cost-savings that the Corporation realizes from such efforts may differ materially from the Corporation's estimates. In addition, any cost-savings that the Corporation realizes may be offset, in whole or in part, by reductions in revenues or through increases in other expenses. The Corporation's operational improvements and cost-savings plans are subject to numerous risks and uncertainties that may change at any time.

To effectively integrate PMC into its current operations, Keyera must establish appropriate operational, administrative, finance, management systems and controls and marketing functions relating to PMC. These efforts, together with the ongoing integration following the Acquisition, will require substantial attention from Keyera's management. This diversion of management attention, as well as any other difficulties which Keyera may encounter in completing the Acquisition and integration process, could have an adverse effect on Keyera's business, financial condition, results of operations and cash flows. There can be no assurance that Keyera will be successful in integrating PMC's operations or that the expected benefits of the Acquisition will be realized.

Reliance Under the Transition Services Agreement

The Acquisition Agreement contemplates that the Corporation will enter into a Transition Services Agreement with the Seller and certain affiliates of Seller on the Acquisition Closing Date. The Transition Services Agreement is intended to facilitate the transition of:

(a) PMC’s NGL business to the Corporation in a seamless and uninterrupted manner after the Acquisition Closing; and
(b) PMC’s business relating to the Excluded Assets to an affiliate of Seller,

with the scope and description of such transition services to be finalized prior to the Acquisition Closing Date. If the Seller (and its affiliates) does not perform those services, the business, financial condition and future performance of PMC and the Corporation may be negatively affected. If, after the expiration of the Transition Services Agreement, the Corporation is unable to perform these services, the Corporation may experience operational difficulties and an increase in its costs.

Litigation and Public Attitude towards the Acquisition

The Corporation may be exposed to increased litigation from customers, suppliers, shareholders, or other third-parties in connection with the Acquisition. Such litigation may have an adverse impact on the Corporation's business and results of operations or may cause disruptions to the Corporation's operations. Even if any such claims are without merit, defending against these claims can result in substantial costs and divert the time and resources of management.

Furthermore, public attitudes towards the Acquisition and the Corporation's further investment in fossil fuel projects could result in negative press coverage and other adverse public statements affecting the Corporation. Adverse press coverage and other adverse statements could negatively impact the ability of the Corporation to achieve the benefits of the Acquisition or take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

Acquisition and Related Costs

The Corporation expects to incur significant costs associated with completing the Acquisition and integrating the operations of Keyera and PMC. The substantial majority of such costs will be non-recurring expenses resulting from

S-46

the Acquisition and will consist of transaction costs related to the Acquisition, facilities and systems consolidation costs and employment-related costs. Additional unanticipated costs may be incurred in the integration of Keyera and PMC's respective businesses and such costs, if incurred, may have a negative effect on the Corporation's business, operations and financial performance and cash flows.

Increased Indebtedness

In financing the Acquisition, Keyera will incur additional debt, including by way of borrowings under the Acquisition Credit Facilities, and/or through the issuance of debt securities, which may include senior unsecured medium term notes and junior debt securities of various tenors under the Acquisition Debt Offerings. See "The Acquisition – Financing the Acquisition" and "Consolidated Capitalization". Such borrowings or debt securities, if incurred or issued, will increase Keyera's consolidated indebtedness. Such additional indebtedness will increase Keyera's interest expense and debt service obligations and may have a negative effect on Keyera's results of operations and/or credit ratings. Such increased indebtedness may also make Keyera's results more sensitive to increases in interest rates. Keyera's degree of leverage could have other important consequences for purchasers, including: (i) having a negative effect on Keyera's ratings; (ii) it may limit Keyera's ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; (iii) it may limit Keyera's ability to declare dividends on the Common Shares; (iv) Keyera may be vulnerable in a downturn in general economic conditions; and (v) Keyera may be unable to make capital expenditures that are important to its growth and strategies.

Keyera currently has an investment grade credit rating, however, its credit ratings could be lowered or withdrawn entirely by a rating agency if, in the rating agency's judgment, the circumstances warrant. Increased indebtedness arising from the Acquisition could be a factor considered by the ratings agencies in downgrading Keyera's credit rating. If a rating agency were to downgrade Keyera's credit rating below investment grade, Keyera's borrowing costs could increase and its funding sources could decrease. In addition, a failure by Keyera to maintain an investment grade credit rating could affect its business relationships and costs of doing business with suppliers and operating partners. A credit downgrade could also adversely affect the availability and cost of capital needed for the Corporation to fund growth investments.

Historical Financial Information and Pro Forma Financial Information

The historical financial information relating to the Acquired Business included in this prospectus supplement, including such information used to prepare the Keyera Pro Forma Financial Statements, has been derived on a historical basis from the historical accounting records of the Acquired Business. The historical financial information may not reflect what the Acquired Business' financial position, results of operations or cash flows would have been had the Corporation owned all of the equity interests in PMC during the period presented or what the Corporation's financial position, results of operations or cash flows will be in the future. The historical financial information does not contain any adjustments to reflect changes that may occur in the Corporation's cost structure, financing and operations as a result of the Acquisition.

In preparing the Keyera Pro Forma Financial Statements, the Corporation has given effect to, among other items, the Offering and the completion of the Acquisition. The assumptions and estimates underlying the Keyera Pro Forma Financial Statements may be materially different from the Corporation's actual experience going forward. See "Cautionary Note Regarding Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Forward-Looking Information".

Risk of Default in the Repayment of Borrowings under the Acquisition Credit Facilities

The Corporation has secured the Acquisition Credit Facilities (see "The Acquisition – Financing the Acquisition"). In the event Keyera draws on the Acquisition Credit Facilities, Keyera may repay all or a portion of such borrowings using proceeds from the issuance of additional securities, which may include senior unsecured medium term notes and junior debt securities of various tenors under the Acquisition Debt Offerings. See "Consolidated Capitalization". Keyera may not be able to sell such securities in the time period it currently estimates, on the terms that Keyera expects to achieve, or at all. If Keyera is unable to raise sufficient proceeds from such intended sale of such securities on terms

S-47

acceptable to Keyera, Keyera's ability to repay borrowings under the Acquisition Credit Facilities as anticipated could be adversely affected. In the event Keyera is unable to refinance borrowings it may incur under the Acquisition Credit Facilities in the manner Keyera intends, Keyera may be required to utilize other sources of liquidity including cash on hand or cash from operating activities. Keyera may also be required to seek extensions to or modifications of the terms of the Acquisition Credit Facilities in order to defer the maturity dates of any borrowings incurred thereunder. Depending upon credit market conditions at the time when borrowings under the Acquisition Credit Facilities, if any, are due for repayment, and Keyera's own financial performance at that time, Keyera may be unable to obtain extensions or modifications of the terms of the Acquisition Credit Facilities on terms satisfactory to Keyera, or at all, which could result in Keyera defaulting on its repayment obligations under the Acquisition Credit Facilities and being subject to various remedies available to the lenders thereunder including remedies available under applicable bankruptcy and insolvency legislation.

Risks Relating to PMC's Business

Business Operations

The risk factors set forth in the AIF, Annual MD&A and the Q1 2025 MD&A under the heading "Risk Factors" relating to Keyera's business and operations generally apply equally in respect of the business and operations of PMC. In addition, purchasers should carefully consider the following risks in relation to PMC's business and operations.

PMC's Profitability can be Negatively Affected

PMC faces competition in all aspects of its business and can give no assurances that it will be able to compete effectively against its competitors. In general, competition comes from a wide variety of participants in various contexts, including new entrants and existing participants and in connection with day-to-day business, investment capital projects, acquisitions and joint venture activities. Some of PMC's competitors have access to capital resources many times greater than PMC's or control greater supplies of petroleum substances (including NGL), providing added leverage through scale. In addition, other competitors with significant excess capacity and high financial leverage may be motivated to reduce transportation rates to levels approaching variable operating costs, without regard to whether they are generating an acceptable return on their investment. These competitive risks make it more difficult for PMC to attract new customers and expose the business to increased contract renewal and customer retention risk. This combined with uncertainty in market conditions makes recontracting at favourable rates and volumes more challenging.

A significant driver of competition in some of the markets where PMC operates stems from the rapid development of new midstream energy infrastructure capacity that was driven by the combination of (i) significant increases in oil and gas production and development in the applicable production area (both actual and anticipated); (ii) relatively low barriers to entry; and (iii) generally widespread access to relatively low cost capital. While this environment presents opportunities for PMC, many of the areas where PMC operates have become overbuilt, resulting in an excess of midstream energy infrastructure capacity. As a result, as an established participant in some markets, PMC also faces competition from aggressive new entrants who are willing to provide services at a lower rate of return in order to establish relationships and gain a foothold in the market. In addition, PMC's hydrocarbon marketing activities utilize a substantial portion of PMC's pipeline and facility capacity. Competition that impacts PMC's marketing activities could result in a reduction in the use of PMC's transportation and facilities assets. All of these competitive effects put downward pressure on PMC's throughput and margins and, together with other adverse competitive effects, could have a significant adverse impact on its financial position and cash flows.

With regard to PMC's NGL operations, PMC competes with large oil, natural gas and natural gas liquids companies that may, relative to PMC, have greater financial resources and access to supplies of natural gas and NGL. The principal elements of competition are rates, processing fees, geographic proximity to the natural gas or NGL mix, available processing and fractionation capacity, transportation alternatives and their associated costs, business mix and access to end-user markets.

S-48

Changes in Supply and Demand

Supply and demand for hydrocarbon products PMC handles can fluctuate based on a variety of factors, including commodity prices, current and future economic conditions, geopolitical conflicts or events, fuel conservation measures, alternative fuel adoption, governmental regulation (including climate change regulations) and technological advances in fuel economy and energy generation and storage technologies. For example, legislative, regulatory or executive actions intended to reduce emissions of greenhouse gases could increase the cost of consuming hydrocarbon products or accelerate the adoption of alternative energy technologies, thereby causing a reduction in the demand for such products. Given that petroleum products are global commodities, demand can also be significantly influenced by global market conditions, particularly in key consumption markets such as the United States and China, domestic and foreign political conditions and governmental or regulatory actions (including restrictions on the import or export of petroleum products). Demand also depends on the ability and willingness of shippers having access to PMC's transportation assets to satisfy their demand by deliveries through those assets. Decreases in demand for the products PMC handles, whether at a global level or in areas PMC's assets serve, can negatively affect PMC's operating results.

Fluctuations in demand for NGL products, whether because of general or industry specific economic conditions, new government regulations, global competition, reduced demand by consumers for products made with NGL products, increased competition from petroleum-based feedstocks due to pricing differences, mild winter weather for some NGL products, particularly propane, or other reasons, could result in a decline in the volume of NGL products PMC handles or a reduction of the fees PMC charges for its services or margins PMC earns. Also, increased supply of NGL products could reduce the value of NGL PMC handles and reduce the margins realized by PMC.

NGL and products produced from NGL also compete with products from global markets. Any reduced demand or increased supply for ethane, propane, normal butane, iso-butane or natural gasoline in the markets PMC accesses for any of the reasons stated above could adversely affect demand for the services PMC provides as well as NGL prices, which could negatively impact PMC's operating results. Further, tariffs or threats of tariffs in a trade environment that may be de-globalizing also has the potential to increase the cost of business and increases uncertainty regarding cross-border trade policies.

Natural Disasters, Catastrophes, Attacks (Including Eco-Terrorist and Cyber attacks), Process Safety Failures, Equipment Failures or Other Events

Some of PMC's operations involve risks of personal injury, property damage and environmental damage that could curtail its operations and otherwise materially adversely affect its cash flow. Virtually all of PMC's operations are exposed to potential natural disasters or other natural events, including hurricanes, tornadoes, storms, floods, earthquakes, shifting soil and/or landslides. PMC's facilities and operations are also vulnerable to accidents caused by process safety failures, equipment failures or human error. In addition, the U.S. and Canadian federal governments have previously issued warnings that energy assets, specifically the nation's pipeline infrastructure, may be targets of terrorist organizations. Terrorists may target PMC's physical facilities and hackers may attack PMC's electronic and computer systems.

If one or more of PMC's pipelines or other facilities, including electronic and computer systems, or any facilities or businesses that deliver products, supplies or services to PMC or that PMC relies on in order to operate its business, are damaged by severe weather or any other disaster, accident, catastrophe, terrorist attack or event, PMC's operations could be significantly interrupted. In addition, PMC's marketing activities may include purchasing NGL that is carried on railcars, tankers or barges. Such cargos are at risk of being damaged or lost because of events such as derailment, marine disaster, inclement weather, mechanical failures, grounding or collision, fire, explosion, environmental accidents, piracy, terrorism and political instability. These incidents or interruptions could involve significant damage or injury to people, property or the environment, and repairs could take anywhere from a few days to several months or more depending on the severity and impact of the event. Any such event that interrupts the revenues generated by PMC's operations, hinders its ability to fulfill its contractual obligations or which causes PMC to make significant expenditures not covered by insurance, could reduce PMC's profitability and cash flows and, accordingly, adversely affect its financial condition.

S-49

PMC may also suffer damage (including reputational damage) as a result of a disaster, accident, catastrophe, terrorist attack or other such event. The occurrence of such an event, or a series of such events, especially if one or more of them occurs in a highly populated or sensitive area, could negatively impact public perception of PMC's operations and/or make it more difficult for PMC to obtain the approvals, permits, licences or real property interests PMC needs in order to operate its assets or complete planned growth projects or other transactions.

Opposition from Various Groups; Societal and Political Pressures

PMC may face opposition to the development or operation of its pipelines and facilities from environmental groups, landowners, indigenous groups, local groups and other advocates. Such opposition could take many forms, including organized protests, attempts to block or sabotage PMC's operations, intervention in regulatory or administrative proceedings involving PMC's assets, or lawsuits or other actions designed to prevent, disrupt or delay the development or operation of PMC's assets and business. For example, repairing PMC's pipelines often involves securing consent from individual landowners to access their property; one or more landowners may resist PMC's efforts to make needed repairs, which could lead to an interruption in the operation of the affected pipeline or other facility for a period of time that is significantly longer than would have otherwise been the case. In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property or the environment or lead to extended interruptions of PMC's operations.

PMC's business plans are based upon the assumption that societal sentiment and applicable laws and regulations will continue to allow and enable the future development, transportation and use of hydrocarbon-based fuels. Policy decisions relating to the production, refining, transportation and marketing of hydrocarbon-based fuels are subject to political pressures, the negative portrayal of the industry in which PMC operates by the media and others and the influence and protests of environmental and other special interest groups. Such negative sentiment regarding the hydrocarbon energy industry could influence consumer preferences and government or regulatory actions, which could, in turn, have an adverse impact on PMC's business. The ebb and flow of political sentiment often can create uncertainty, as popular policies today are not static and changes in political administrations may bring about change in policies with respect to the hydrocarbon energy industry.

Activists concerned about the potential effects of climate change have directed their attention towards sources of funding for hydrocarbon energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in energy-related activities. Ultimately, this could make it more difficult to secure funding for exploration and production activities or energy infrastructure related projects and ongoing operations, and consequently could both indirectly affect demand for PMC's services and directly affect its ability to fund construction, other capital projects and ongoing operations.

Influences on PMC's NGL Marketing Activities

The profitability of PMC's NGL marketing activities are dependent on a variety of factors affecting the markets for NGL, including regional and international supply and demand imbalances, takeaway availability and constraints, transportation costs and the overall forward market for NGL products. Periods when differentials are wide or when there is volatility in the forward market structure are generally more favourable for PMC's marketing activities. During periods where midstream infrastructure is over-built and/or there is a lack of volatility in the pricing structure, PMC's results may be negatively impacted.

Depending on the overall duration of these transition periods, how PMC has allocated its assets to particular strategies and the tenor of PMC's storage agreements, these periods may have either an adverse or beneficial effect on the profitability of PMC's marketing activities. In the past, the results of such activities have varied significantly based on market conditions and these activities may continue to experience highly variable results from future changes to NGL markets.

Under-Utilization of Certain Assets

From time to time in connection with PMC's business, PMC may lease or otherwise secure the right to use certain assets (such as railcars, trucks, barges, ships, pipeline capacity, storage capacity and other similar assets) with the

S-50

expectation that the revenues PMC generates through the use of such assets will be greater than the fixed costs PMC incurs pursuant to the applicable leases or other arrangements. However, when such assets are not utilized or are under-utilized, PMC's profitability could be negatively impacted because the revenues PMC earns are either non-existent or reduced below its costs, but PMC remains obligated to continue paying any applicable fixed charges, in addition to the potential of incurring other costs attributable to the non-utilization of such assets (such as maintenance, storage or other costs). Significant under-utilization of assets PMC leases or otherwise secures the right to use in connection with its business could have a significant negative impact on its profitability and cash flows.

Maintenance, Repair or Asset Retirement Costs

PMC's pipelines, terminals, storage and processing and fractionation assets are generally long-lived assets, and many of them have been in service for many years. The age and condition of PMC's assets could result in increased maintenance, repair or asset retirement expenditures in the future. Any significant increase in these expenditures could adversely affect PMC's results of operations, financial position or cash flows.

PMC's Assets are Subject to Federal and Provincial Regulation

PMC's Canadian pipelines are subject to regulation by the CER and by provincial authorities. Under the Canadian Energy Regulator Act, the CER could investigate the tariff rates or the terms and conditions of service relating to a jurisdictional pipeline on its own initiative upon the filing of a toll or tariff application, or upon the filing of a written complaint. If the CER found the rates or terms of service relating to such pipeline to be unjust or unreasonable or unjustly discriminatory, the CER could require PMC to change its rates, provide access to other shippers or change its terms of service. A provincial authority could, on the application of a shipper or other interested party, investigate the tariff rates or PMC's terms and conditions of service relating to PMC's provincially-regulated proprietary pipelines. If it found PMC's rates or terms of service to be contrary to statutory requirements, it could impose conditions it considers appropriate. A provincial authority could declare a pipeline to be a common carrier pipeline, and require PMC to change its rates, provide access to other shippers or otherwise alter its terms of service. Any reduction in PMC's tariff rates would result in lower revenue and cash flows.

In the United States, the Federal Energy Regulatory Commission ("FERC") plays a similar role to the CER where PMC's rates could be subject to challenge. FERC regulates interstate pipelines and oversees tariff filings and rate setting. Under the Natural Gas Act (the "NGA"), rates charged for interstate pipeline services are required to be "just and reasonable." FERC, as the agency overseeing this provision of the NGA, typically decides "just and reasonable" rates through "cost-of-service" ratemaking where rates are generally based on the pipeline's costs of providing service and a reasonable return on investment. However, like the CER, FERC also has the authority to, either on its own or through a third-party petition, require prospective changes in rates charged by a pipeline. FERC also sets rates for intrastate pipelines under the Natural Gas Policy Act where rates must meet a "fair and reasonable" standard. FERC's authority to regulate intrastate pipeline rates is more limited as intrastate pipelines often have the option to instead use approved rates based on State agency regulations. However, third-parties such as shippers have the option of filing petitions with FERC under the Natural Gas Policy Act to challenge intrastate rates.

Protection of Threatened and Endangered Species or to Critical Habitat, Wetlands and Natural Resources

Protections are given to migratory birds under the Migratory Bird Treaty Act, Canada's Species at Risk Act, and analogous provincial laws and regulations that may impose restrictions on activities that have the potential to adversely affect that species' habitat. Some of PMC's operations are conducted in areas where protected species or their habitats are known to exist, and from time to time PMC's development plans have been impacted in these areas. PMC may be obligated to develop and implement plans to avoid potential adverse effects to protected species and their habitats, and PMC may be delayed, restricted or prohibited from conducting operations in certain locations or during certain seasons, such as breeding and nesting seasons, when PMC's operations could have an adverse effect on the species. Additionally, the designation of previously unprotected species or the re-designation of under-protected species as threatened or endangered in areas where PMC or its customers conduct operations could cause PMC to incur increased costs arising from species protection measures or could result in delays, restrictions or prohibitions on PMC's customers' development and production activities that could have a material adverse effect on PMC's results of operations.

S-51

In the United States, PMC's activities are subject to similar regulation at both the federal and state levels. PMC may be obligated to obtain incidental take permits under the Endangered Species Act or analogous state laws to the extent PMC's operations impact listed species or its habitat under endangered species laws. PMC's operations may be subject to other permitting requirements under various federal and local laws including but not limited to the Clean Water Act, Clean Air Act, and analogous local laws. In addition to being enforceable by state and federal regulatory bodies, these programs often also include citizen suit provisions allowing third parties to enforce permits or other regulatory standards to the extent the governmental bodies are not. If PMC's operations require new construction or a change in siting or operations, this may trigger a number of procedural requirements. FERC oversees the operation and construction of interstate pipelines and its permitting often constitutes "major federal actions" under the National Environmental Policy Act ("NEPA"). Under the NEPA, a "major federal action" that may significantly impact the human environment requires the federal agency that is taking the action (such as FERC) to first initiate a comprehensive environmental review, including potential consultation with the U.S. Army Corps of Engineers if the project may impact jurisdictional aquatic resources such as surface waters or wetlands. If this major federal action may affect a listed species or its habitat, the agency must also first conduct an Endangered Species Act consultation with the US Fish and Wildlife Service or National Marine Fisheries Service. These agencies also may have to consult with interested state and tribal authorities to determine any impacts to cultural resources under the National Historic Preservation Act. These processes are time-consuming and may be targeted by legal challenges from parties objecting to the federal action. The litany of legal options that opponents have in objecting to PMC's US operations, whether it be enforcing PMC's permit or objecting to the procedural processes agencies must take to approve PMC's permits, can have adverse effects on PMC's operations by creating uncertainty and added compliance costs.

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon by Norton Rose Fulbright Canada LLP, on Keyera's behalf, and by Osler, Hoskin & Harcourt LLP, on behalf of the Underwriters. As at the date of this prospectus supplement, the partners and associates of Norton Rose Fulbright Canada LLP, and the partners and associates of Osler, Hoskin & Harcourt LLP, each as a group, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

INTEREST OF EXPERTS

Deloitte LLP is independent in respect of the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

PricewaterhouseCoopers LLP, has advised that they are independent with respect to the Acquired Business in accordance with the relevant ethical requirements relating to its audit, which include standards of the American Institute of Certified Public Accountants Code of Professional Conduct.

AGENT FOR SERVICE OF PROCESS IN CANADA

As of the date of this prospectus supplement, the directors of the Corporation who are not resident in Canada are Gianna Manes and Thomas O'Connor. Each of these directors has appointed the Corporation as agent for service of process at 200, 144 – 4th Avenue S.W., Calgary, Alberta T2P 3N4. Purchasers are advised that it may not be possible for them to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The Corporation's independent auditor is Deloitte LLP, Chartered Professional Accountants. The offices of Deloitte LLP are located at 850-2nd Street SW, Calgary, Alberta T2P 0R8.

Plains All American Pipeline, L.P. Natural Gas Liquids Business's independent auditor is PricewaterhouseCoopers LLP at its offices at 1000 Louisiana Street, Suite 5800, Houston, Texas 77002. The transfer agent and registrar for the Subscription Receipts will be the Subscription Receipt Agent at its principal offices in Calgary, Alberta, Vancouver, British Columbia, Toronto, Ontario and Denver, Colorado and the transfer agent and registrar for the Common Shares

S-52

is Odyssey Trust Company at its principal offices in Calgary, Alberta, Vancouver, British Columbia, Toronto, Ontario and Denver, Colorado where transfers of Common Shares may be recorded.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after the later of (a) the date that the Corporation (i) filed this prospectus supplement or any amendment on SEDAR+, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

Original purchasers of Subscription Receipts are cautioned that the statutory right of action for damages for a misrepresentation contained in this prospectus supplement or the Prospectus (together with the documents incorporated by reference herein and therein) and any amendment is limited, in certain provincial securities legislation, to the price at which the Subscription Receipts were offered under this prospectus supplement. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal adviser.

Under the Subscription Receipt Agreement, original purchasers of Subscription Receipts under the Offering will have a contractual right of action against Keyera for rescission prior to and following the issuance of the Common Shares to such purchaser pursuant to the terms of the Subscription Receipt Agreement, to receive the amount paid for the Subscription Receipts upon surrender of the Subscription Receipts or Common Shares, as applicable, if this prospectus supplement or the Prospectus (including the documents incorporated herein and therein by reference) and any amendment contains a misrepresentation (as defined in the Securities Act (Alberta)) on the Offering Closing Date, provided such remedy for rescission is exercised within 180 days of the Offering Closing Date. This contractual right of rescission extends only to initial purchasers of Subscription Receipts and will not extend to any holders of Subscription Receipts who acquire such Subscription Receipts from an initial purchaser in the open market or otherwise. This contractual right of rescission shall be subject to the defences, limitations and other provisions described under applicable securities laws, and is in addition to any other right or remedy available to original purchasers of Subscription Receipts under section 203 of the Securities Act (Alberta) and similar provisions of Canadian securities laws, or otherwise at law.

S-53

FINANCIAL STATEMENTS

Index to Financial Statements	Page
Unaudited interim condensed consolidated financial statements of the Plains All American Pipeline, L.P. Natural Gas Liquids Business as at March 31, 2025 and for the three months ended March 31, 2025 and March 31, 2024 together with the notes thereto	F-1-1
Audited consolidated financial statements of the Plains All American Pipeline, L.P. Natural Gas Liquids Business as at and for the year ended December 31, 2024 and Unaudited consolidated financial statements of the Plains All American Pipeline, L.P. Natural Gas Liquids Business as at and for the year ended December 31, 2023	F-1-2
Unaudited pro forma condensed consolidated financial statements of Keyera	F-1-3

F-1

F-1-1-1

Natural Gas Liquids Business

Unaudited Condensed Combined Financial Statements
As of and for the three months then ended March 31, 2025 and 2024

Contents

Unaudited Condensed Combined Financial Statements

Condensed Combined Balance Sheets: As of March 31, 2025 and December 31, 2024, 2 respectively

Condensed Combined Statements of Operations and Comprehensive Income (Loss): For the three months ended March 31, 2025, and 2024, respectively 3

Condensed Combined Statements of Changes in Net Parent Investment: For the three months ended March 31, 2025 and 2024, respectively 4

Condensed Combined Statements of Cash Flows: For the three months ended March 31, 2025, and 2024, respectively 5

Notes to the Condensed Combined Financial Statements 6-18

F-1-1-2

F-1-1-3

Natural Gas Liquids Business

Condensed Combined Balance Sheets

As of March 31, 2025 and December 31, 2024

(in millions)

	March 31, 2025	December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$ 315	$ 102
Trade accounts receivable and other receivables, net	228	253
Inventory	136	204
Short term derivative assets	34	20
Other current assets	4	3
Total current assets	717	582
Property and equipment	2,835	2,783
Accumulated depreciation	(828)	(798)
Property and equipment, net	2,007	1,985
Long term assets:
Operating lease asset	137	143
Linefill	66	65
Long-term inventory	46	42
Other assets, net	134	143
Total assets	$ 3,107	$ 2,960
Liabilities and Net Parent Investment
Current liabilities:
Trade accounts payable	$ 261	$ 240
Short term operating lease liability	33	33
Short term derivative liability	4	24
Other current liabilities	27	36
Total current liabilities	325	333
Long term liabilities:
Long term operating lease liability	114	121
Deferred taxes	298	306
Long term deferred revenue	109	109
Other long term liabilities and deferred credits	63	56
Total liabilities	909	925
Net parent investment	2,283	2,122
Accumulated other comprehensive loss	(85)	(87)
Total net parent investment	2,198	2,035
Total liabilities and net parent investment	$ 3,107	$ 2,960

Natural Gas Liquids Business

Condensed Combined Statements of Operations and Comprehensive Income (Loss)

Three Months Ended March 31, 2025 and 2024

(in millions)

	Three Months Ended March 31,
	2025	2024
	(unaudited)
Revenues - third parties	$ 575	$ 416
Revenues - related parties	63	92
Total revenues	638	508
Expenses
Purchases and related costs - third parties	339	350
Purchases and related costs - related parties	6	6
Field operating costs	71	88
General and administration expenses	21	25
Depreciation and amortization	30	32
Gain on asset transactions	-	(1)
Total expenses	467	500
Operating income	171	8
Other Expenses
Interest expense	(15)	(10)
Total other expense	(15)	(10)
Income (loss) before tax	156	(2)
Current income tax expense	(45)	(7)
Deferred income tax benefit	8	8
Net income (loss)	119	(1)
Foreign currency translation adjustment	2	(36)
Comprehensive income (loss)	$ 121	$ (37)

F-1-1-4

Natural Gas Liquids Business

Condensed Combined Statements of Changes in Net Parent Investment

Three Months Ended March 31, 2025 and 2024

(in millions)

	Net Parent Investment	Accumulated Other Comprehensive Loss	Total
	(unaudited)
Balance at December 31, 2024 (Unaudited)	$ 2,122	$ (87)	$ 2,035
Net income	119	-	119
Foreign currency translation adjustment	-	2	2
Net transfers from Parent	42	-	42
Balance at March 31, 2025 (Unaudited)	$ 2,283	$ (85)	$ 2,198
	Net Parent Investment	Accumulated Other Comprehensive Income	Total
	(unaudited)
Balance at December 31, 2023 (Unaudited)	$ 2,113	$ 37	$ 2,150
Net loss	(1)	-	(1)
Foreign currency translation adjustment	-	(36)	(36)
Net transfers to Parent	(206)	-	(206)
Balance at March 31, 2024 (Unaudited)	$ 1,906	$ 1	$ 1,907

F-1-1-5

Natural Gas Liquids Business

Condensed Combined Statements of Cash Flows

Three Months Ended March 31, 2025 and 2024

(in millions)

	Three Months Ended March 31,
	2025	2024
	(unaudited)
Cash flows from operating activities:
Net income (loss)	$ 119	$ (1)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	30	32
Gain on sales of PP&E and other assets	-	(1)
Deferred income tax benefit	(8)	(8)
Changes in operating assets and liabilities:
Trade and other receivables, net	26	44
Inventory	69	92
Other current assets	(15)	(16)
Other assets, net	15	8
Accounts Payable and other current liabilities	(9)	(16)
Other non-current liabilities	(1)	4
Net cash provided by operating activities	226	138
Cash flows from investing activities:
Additions to property, equipment and other assets	(48)	(22)
Purchases of linefill and other long-term inventory	(5)	(5)
Net cash used in investing activities	(53)	(27)
Cash flows from financing activities:
Finance leases, net	-	1
Net transfer from/(to) Parent	41	(197)
Net cash provided by (used in) financing activities	41	(196)
Effect of exchange rate changes on cash and cash equivalents	(1)	(4)
Cash and cash equivalents:
Net increase/(decrease) in cash and cash equivalents	213	(89)
Cash and cash equivalents beginning of period	102	226
Cash and cash equivalents end of period	$ 315	$ 137

F-1-1-6

Note 1 Formation and Description of Business

Plains All American Pipeline, L.P. ("PAA" or "Parent") is a Delaware limited partnership formed in 1998. PAA's operations are conducted directly and indirectly through its primary operating subsidiaries. PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil and natural gas liquids. PAA owns an extensive network of pipeline transportation, terminalling, storage, and gathering assets in key crude oil and Natural Gas Liquids ("NGL" or the "Company") producing basins and transportation corridors and at major market hubs in the United States and Canada.

PAA received an executed, non-binding, Letter of Intent ("LOI") on March 22, 2025 from a Canadian public company to sell its NGL business (the "NGL business") via a purchase agreement of the equity of Plains Midstream Canada ULC ("PMC ULC"). Management is required to create standalone generally accepted accounting principles in the United States of America ("U.S. GAAP") compliant carve-out financial statements for this transaction, as there were no prior discrete financial statements available.

The proposed sale of the NGL business consists of net assets and operations within three legal entities, Plains Midstream Canada ULC, Plains Midstream Superior LLC, and Plains LPG Services, L.P. Within these legal entities, there are NGL and crude oil operations in Canada and the U.S. The sale will involve the associated assets, liabilities, and revenue streams of Canadian NGL assets, as well as certain U.S. NGL assets.

Note 2 Basis of Combination and Presentation

The accompanying Unaudited Condensed Combined Financial Statements as of and for the three months then ended March 31, 2025 and 2024 and related notes thereto should be read in conjunction with the Combined Financial Statements for the year ended December 31, 2024.

The NGL business has historically operated as part of PAA and not as a standalone business. The accompanying Condensed Combined Financial Statements have been derived from the Parent's historical accounting records and are presented on a "carve-out" basis using a management approach. The Condensed Combined Financial Statements presented herewith report the historical financial position, results of operations and cash flows of the NGL's business. As a direct ownership relationship did not exist among all the various legal entities comprising the NGL business, PAA's investment in the NGL business is shown in lieu of stockholder's equity in the Condensed Combined Financial Statements.

The Condensed Combined Statements of Operations and Comprehensive Income include all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses related to functions and services performed by centralized Parent organizations such as operating expenses, maintenance capital, revenue shared costs, depreciation expense, interest expense and interest income. These expenses have been allocated to the NGL business based on direct usage or benefit, where identifiable, with the remainder allocated on a pro-rata basis of revenues, headcount, or other measures as determined appropriate (as discussed further in Note 12). Management believes the assumptions underlying the Condensed Combined Financial Statements, including the assumptions regarding allocation of expenses, are reasonable. The financial information in these financial statements does not include all of the expenses that would have been incurred had the NGL business operated as a separate standalone entity or will incur in the future. Actual results and costs that would have been incurred if the NGL business had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made.

The Condensed Combined Statements of Cash Flows present these corporate expenses that are cash in nature as cash flows from operating activities, as this is the nature of these costs at the Parent.

F-1-1-7

Note 2 Basis of Combination and Presentation (Continued)

The Condensed Combined Financial Statements include the attribution of certain assets and liabilities that have historically been held by shared entities, but which are specifically identifiable to the NGL business. These shared assets and liabilities have been assigned to the Company on the basis of direct usage. The Parent's short and long-term debt has not been pushed down to the NGL business. Condensed Combined Financial Statements because the NGL business is not the legal obligor of the debt and the Parent's borrowings were not directly attributable to NGL business.

All of the allocations and estimates in the Condensed Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Condensed Combined Financial Statements included herein may not be indicative of the financial position, results of operations, and cash flows of the NGL business in the future or if the Company had been a separate, standalone entity during the periods presented. A more detailed discussion of the relationship with PAA, including a description of the costs which have been allocated to the NGL business, as well as the method of allocation, is included in Note 12 to the Condensed Combined Financial Statements.

Note 3 Summary of Significant Accounting Policies and Practices

We have prepared our accompanying financial statements in U.S. GAAP.

There have been no material changes in our significant accounting policies during the three months ended March 31, 2025, as compared to the significant accounting policies described in Note 3 to the Combined Financial Statements for the year ended December 31, 2024, except as detailed below.

Foreign currency transactions: One of our legal entities uses the Canadian dollar as their functional currency. Assets and liabilities of the legal entity with a Canadian dollar functional currency are translated at period-end rates of exchange, and revenues and expenses are translated at average exchange rates prevailing for each month. The resulting translation adjustments are made directly to a separate component of other comprehensive income, which is reflected in Net Parent Investment on our Condensed Combined Balance Sheets.

Certain of our legal entities also enter into transactions and have monetary assets and liabilities that are denominated in a currency other than the entities' respective functional currencies. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are generally included in the Condensed Combined Statements of Operations and Comprehensive Income. However, gains and losses arising from intercompany foreign currency transactions that are of a long-term investment nature are reported in the same manner as translation adjustments. For the three months ended March 31, 2025 and 2024, the revaluation of foreign currency transactions and monetary assets and liabilities resulted in the recognition of a net gain of $0 million and $4 million respectively, in our Condensed Combined Statements of Operations and Comprehensive Income.

Recently issued accounting pronouncements: There have been no new accounting pronouncements that have become effective or have been issued during the three months ended March 31, 2025 that are of significance or potential significance to the Company.

F-1-1-8

F-1-1-9

Note 4 Revenues and Accounts Receivable

We disaggregate our revenues by type of activity. These categories depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors.

Revenues from contracts with customers: The following tables present our revenues from contracts with customers disaggregated by type of activity (in millions):

	Three Months Ended March 31,
	2025	2024
Sales	$ 629	$ 600
Transportation	9	10
Terminalling, Storage, and Other	20	21
Total Revenue from contracts with customers	658	631
Other Items in Revenues	(20)	(123)
Total Revenue	$ 638	$ 508

Contract balances: Our contract balances consist of amounts received associated with services or sales for which we have not yet completed the related performance obligation. The following table presents the changes in the liability balance associated with contracts with customers (in millions):

	Contract Liabilities
Balance, December 31, 2024	$ 121
Amounts recognized as revenue during the period	(3)
Additions during the period	2
Other	(7)
Balance, March 31, 2025	$ 113

Remaining performance obligations: The information below includes the amount of consideration allocated to partially and wholly unsatisfied remaining performance obligations under contracts that existed as of the end of the periods and the timing of revenue recognition of those remaining performance obligations. Certain contracts meet the requirements for the presentation as remaining performance obligations. These contracts include a fixed minimum level of service, typically a set volume of service, and do not contain any variability other than expected timing within a limited range. The following table presents the amount of consideration associated with remaining performance obligations for the population of contracts with external customers meeting the presentation requirements as of March 31, 2025 (in millions):

	Remainder of
	2025	2026	2027	2028	2029	Thereafter
Pipeline revenues supported by minimum volume commitments	$ 5	$ 8	$ 8	$ 9	$ 9	$ 82
Long-term storage, terminalling and throughput agreements revenues	28	31	32	27	25	368
Total	$ 33	$ 39	$ 40	$ 36	$ 34	$ 450

Note 4 Revenues and Accounts Receivable (Continued)

The presentation above does not include the amount of consideration associated with certain income generating contracts, which include a fixed minimum level of service, that are either not within the scope of ASC 606 or do not meet the requirements for presentation as remaining performance obligations. The following are examples of contracts that are not included in the table above because they are not within the scope of ASC 606 or do not meet the requirements for presentation:

Buy/sell arrangements with future committed volumes;
Short-term contracts and those with variable consideration due to the election of practical expedients, as discussed below;
Contracts within the scope of ASC Topic 842, Leases; and
Contracts within the scope of ASC Topic 815, Derivatives and Hedging.

Trade accounts receivable and other receivables, net: At March 31, 2025 and December 31, 2024, substantially all of our trade accounts receivable were less than 30 days past their invoice date. Our expected credit losses are immaterial. Although we consider our credit procedures to be adequate to mitigate any significant credit losses, the actual amount of current and future credit losses could vary significantly from estimated amounts.

The following is a reconciliation of trade accounts receivable from revenues from contracts with customers to total trade accounts receivable and other receivables, net as presented on our Condensed Combined Balance Sheets (in millions):

	March 31, 2025	December 31, 2024
Trade accounts receivable arising from revenues from contracts with customers	$ 149	$ 199
Other trade accounts receivables and other receivables	108	73
Impact due to contractual rights of offset with counterparties	(29)	(19)
Trade Accounts Receivable and other receivables, net	$ 228	$ 253

Note 5 Inventory, Linefill and Long-term Inventory

Inventory, linefill and long-term inventory consisted of the following (barrels in thousands and carrying value in millions):

	March 31, 2025				December 31, 2024
	Volumes	Unit of Measure	Carrying Value	Price/ Unit(1)	Volumes	Unit of Measure	Carrying Value	Price/ Unit(1)
Inventory	3,963	Barrels	$ 136	$ 34.35	7,575	Barrels	$ 204	$ 26.99
Linefill	2,327	Barrels	66	$ 28.51	2,317	Barrels	65	$ 28.00
Long-term inventory	1,372	Barrels	46	$ 33.51	1,366	Barrels	42	$ 31.08
Total			$ 248				$ 311

(1) Price per unit of measure is comprised of a weighted average associated with various grades, qualities, and locations. Accordingly, these prices may not coincide with any published benchmarks for products.

F-1-1-10

Note 6 Property and Equipment

In accordance with our capitalization policy, expenditures made to expand the existing operating and/or earnings capacity of our assets are capitalized. Costs to obtain pipeline access ("Rights of way") are capitalized and are included with Property and equipment on our balance sheet. We also capitalize certain costs directly related to the construction of such assets, including related internal labor costs, engineering costs and interest costs. As of March 31, 2025 and December 31, 2024, capitalized interest recorded to property and equipment was $1 million and $5 million, respectively. We also capitalize expenditures for the replacement and/or refurbishment of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets. Repair and maintenance expenditures incurred in order to maintain the day to day operation of our existing assets are expensed as incurred.

Property and equipment, net is stated at cost and consists of the following (in millions):

	Estimated Useful Lives (Years)	March 31, 2025	December 31, 2024
Storage, terminal, fractionation and processing facilities	10 - 50	$ 2,096	$ 1,999
Pipeline systems	10 - 50	538	523
Construction in progress	N/A	89	149
Land and other (1)	10 - 15	112	112
Property and equipment, gross		2,835	2,783
Accumulated depreciation		(828)	(798)
Property and equipment, net		$ 2,007	$ 1,985

(1) The useful lives disclosed apply to all assets in this category, excluding land. Land is considered to have an indefinite useful life and is therefore not depreciated.

We calculate our depreciation on finite-lived Property and Equipment using the straight-line method, based on estimated useful lives and salvage values of our assets.

Depreciation expense for Property and Equipment recorded in Depreciation and Amortization in the Condensed Combined Statements of Operations and Comprehensive Income amounted to $30 million and $32 million for the three months ended March 31, 2025 and 2024, respectively. Subsequent events could cause us to change estimates, thus impacting the future calculation of depreciation.

Allocated depreciation expense from Parent of $1 million and $1 million for the three months ended March 31, 2025 and 2024, respectively, is included in General and administrative expenses in the Combined Statements of Operations and Comprehensive Income. Refer to Note 12, Relationship with Plains All American and Related Entities for detailed disclosures regarding the methodology of corporate expense allocation.

Land improvements are not depreciated, and any construction in progress is not subject to depreciation until the asset is put into use.

F-1-1-11

Note 6 Property and Equipment (Continued)

Impairment of long-lived assets (held and used): Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written down to estimated fair value in accordance with FASB guidance with respect to the accounting for the impairment or disposal of long-lived assets. Under this guidance, a long-lived asset is tested for impairment when events or circumstances indicate that its carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount by which the carrying value exceeds the fair value of the asset is recognized. We periodically evaluate property and equipment and other long-lived assets for impairment when events or circumstances indicate that the carrying value of these assets may not be recoverable. The evaluation is highly dependent on the underlying assumptions of related cash flows. The subjective assumptions used to determine the existence of an impairment in carrying value include:

whether there is an indication of impairment;
the grouping of assets;
the intention of "holding," "abandoning" or "selling" an asset;
the forecast of undiscounted expected future cash flow over the asset's estimated useful life; and
if an impairment exists, the fair value of the asset or asset group.

In addition, when we evaluate property and equipment and other long-lived assets for recoverability, it may also be necessary to review related depreciation estimates and methods.

We did not recognize any impairments associated with long lived assets.

Note 7 Derivatives

We identify the risks that underlie our core business activities and use risk management strategies to mitigate those risks when we determine that there is value in doing so. We use various derivative instruments to optimize our profits while managing our exposure to commodity price risk. Our commodity price risk management policies and procedures are designed to help ensure that our hedging activities address our risks by monitoring our derivative positions, as well as physical volumes, grades, locations, delivery schedules and storage capacity. Our policy is to use derivative instruments for risk management purposes and not for the purpose of speculating on changes in commodity prices.

We record all open derivatives on the balance sheet as either assets or liabilities measured at fair value. Changes in the fair value of derivatives are recognized in earnings. Derivatives that are not designated in a hedging relationship for accounting purposes are recognized in earnings each period. Cash settlements associated with our derivative activities are classified within the same category as the related hedged item in our Condensed Combined Statements of Cash Flows.

Our financial derivatives, used for hedging risk, are governed through International Swaps and Derivatives Association master agreements and clearing brokerage agreements. These agreements include stipulations regarding the right of set off in the event that we or our counterparty default on performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties.

At March 31, 2025 and December 31, 2024, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings. Although we may be required to post margin on our exchange-traded derivatives transacted through a clearing brokerage account, as described below, we do not require our non-cleared derivative counterparties to post collateral with us.

F-1-1-12

F-1-1-13

Note 7 Derivatives (Continued)

Commodity price risk hedging: Our core business activities involve certain commodity price-related risks that we manage in various ways, including through the use of derivative instruments. Our policy is to (i) only purchase inventory for which we have a sales market, (ii) structure our sales contracts so that price fluctuations do not materially affect our operating income and (iii) not acquire and hold material physical inventory or derivatives for the purpose of speculating on commodity price changes. The material commodity-related risks inherent in our business activities are described below.

In the normal course of our operations, we purchase and sell commodities. We use derivatives to manage the associated risks and to optimize profits. As of March 31, 2025, net derivative positions related to these activities included:

A net short position of 3.2 million barrels through December 2026 related to anticipated net sales of NGL inventory.

We purchase natural gas for processing and operational needs. Additionally, we purchase NGL mix for fractionation and sell the resulting individual specification products (including ethane, propane and butane). In conjunction with these activities, we hedge the price risk associated with the purchase of the natural gas and the subsequent sale of the individual specification products. The following table summarizes our open derivative positions utilized to hedge the price risk associated with anticipated purchases and sales related to our natural gas processing and NGL fractionation activities as of March 31, 2025.

	Notional Volume (Short)/Long	Remaining Tenor
Natural gas purchases	41.6 BcF	March 2026
Propane sales	(7.8) MMbls	March 2026
Butane sales	(0.9) MMbls	December 2025
Condensate sales	(1.8) MMbls	December 2025
Fuel gas requirements (1)	1.6 Bcf	December 2025
Power supply requirements (1)	1.9 TWh	December 2030

(1) Positions to hedge a portion of our power supply and fuel gas requirements at our Canadian natural gas processing and fractionation plants.
(2)

Physical commodity contracts that meet the definition of a derivative but are ineligible, or not designated, for the normal purchases and normal sales scope exception are recorded on the balance sheet at fair value, with changes in fair value recognized in earnings. We have determined that substantially all of our physical commodity contracts qualify for the normal purchases and normal sales scope exception.

Our commodity derivatives are not designated in a hedging relationship for accounting purposes; as such, changes in fair value are reported in earnings. The following table summarizes the impact of our commodity derivatives recognized in earnings (in millions):

	Three Months Ended March 31,
	2025	2024
Product sales revenues	$ (33)	$ (146)
Field operating costs	10	11
Net loss from commodity derivative activity	$ (43)	$ (157)

Note 7 Derivatives (Continued)

Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. Accordingly, we also offset derivative assets and liabilities with amounts associated with cash margin. Our exchange-traded derivatives are transacted through clearing brokerage accounts and are subject to margin requirements as established by the respective exchange. On a daily basis, our account equity (consisting of the sum of our cash balance and the fair value of our open derivatives) is compared to our initial margin requirement resulting in the payment or return of variation margin. The following table provides the components of our net broker receivable/(payable) (in millions):

	March 31, 2025	December 31, 2024
Initial margin	$ 37	$ 46
Variation margin posted	65	52
Letters of credit	(29)	(30)
Net broker receivable	$ 73	$ 68

The following table reflects the Condensed Combined Balance Sheets line items that include the fair values of our commodity derivative assets and liabilities and the effect of the collateral netting. Such amounts are presented on a gross basis, before the effects of counterparty netting. However, we have elected to present our commodity derivative assets and liabilities with the same counterparty on a net basis on our Condensed Combined Balance Sheets when the legal right of offset exists. Amounts in the table below are presented in millions.

	March 31, 2025				December 31, 2024
	Commodity Derivatives		Effect of Collateral Netting	Net Carrying Value	Commodity Derivatives		Effect of Collateral Netting	Net Carrying Value
	Assets	Liabilities			Assets	Liabilities
Derivative assets:
Short term derivative assets	$ 13	$ (22)	$ 43	$ 34	$ 21	$ (69)	$ 68	$ 20
Other long-term assets, net	-	-	-	-	-	-	-	-
Derivative liabilities:
Short term derivative liability	10	(44)	30	(4)	4	(28)	-	(24)
Other long-term liabilities and deferred credits	1	(22)	-	(21)	-	(14)	-	(14)
Total	$ 24	$ (88)	$ 73	$ 9	$ 25	$ (111)	$ 68	$ (18)

Recurring fair value measurements

Derivative financial assets and liabilities: The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis (in millions):

Recurring Fair Value Measures (1)	Fair Value as of March 31, 2025			Fair Value as of December 31, 2024
	Level 1	Level 2	Total	Level 1	Level 2	Total
Commodity derivatives	$ 1	$ (65)	$ (64)	$ 4	$ (90)	$ (86)

(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits

F-1-1-14

F-1-1-15

Note 7 Derivatives (Continued)

Level 1: Level 1 of the fair value hierarchy includes exchange-traded commodity derivatives and over-the-counter commodity contracts such as futures and swaps. The fair value of exchange-traded commodity derivatives and over-the-counter commodity contracts is based on unadjusted quoted prices in active markets.
Level 2: Level 2 of the fair value hierarchy includes exchange-cleared commodity derivatives and over-the-counter commodity derivatives that are traded in observable markets with less volume and transaction frequency than active markets. In addition, it includes certain physical commodity contracts. The fair values of these derivatives are corroborated with market observable inputs.

Note 8 Leases

Lessee: The following table presents components of lease cost, including both amounts recognized in income and amounts capitalized (in millions):

Lease Cost	Three Months Ended March 31,
	2025	2024
Operating Lease Cost	$ 10	$ 9
Short-Term Lease Cost	-	1
Total lease cost	$ 10	$ 10

The following table presents information related to cash flows arising from lease transactions (in millions):

	Three Months Ended March 31,
	2025	2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 10	$ 10
Non-cash change in lease liabilities arising from obtaining new right-of-use assets or modifications:
Operating leases	$ 2	$ -

Information related to the weighted-average remaining lease term and discount rate is presented in the table below:

	March 31, 2025	December 31, 2024
Weighted-average remaining lease term (in years):
Operating leases	5	6
Weighted-average discount rate:
Operating leases	4.4%	4.4%

Note 8 Leases (Continued)

The following table presents the amount and location of our operating and finance lease right-of-use assets and liabilities on our Condensed Combined Balance Sheets (in millions):

	Balance Sheet Location	March 31, 2025	December 31, 2024
Assets
Operating lease right-of-use assets	Operating lease asset	$ 137	$ 143
Finance lease right-of-use assets	Property and equipment	40	40
	Accumulated depreciation	(17)	(17)
	Property and equipment, net	23	23
Total lease right-of-use assets		$ 160	$ 166
Liabilities
Operating lease liabilities
Current	Short term operating lease liability	$ (33)	$ (33)
Noncurrent	Long term operating lease liability	(114)	(121)
Total Operating lease liabilities		(147)	(154)
Total lease liabilities		$ (147)	$ (154)

The following table presents the maturity of undiscounted cash flows for future minimum lease payments under noncancelable leases as of March 31, 2025 reconciled to our lease liabilities on our Condensed Combined Balance Sheets (amounts in millions):

	Operating
Future minimum lease payments(1):
Remainder of 2025	$ 30
2026	31
2027	28
2028	24
2029	20
Thereafter	31
Total	164
Less: Present value discount	(17)
Lease liabilities	$ 147

(1) Excludes future minimum payments for short-term and other immaterial leases not included on our Condensed Combined Balance Sheets.

Lessor: The following table presents our lease revenue for the periods indicated (in millions):

	Three Months Ended March 31,
	2025		2024
Operating lease revenue	$	4	$

F-1-1-16

Note 8 Leases (Continued)

The table below presents the maturity of lease payments for operating lease agreements in effect as of March 31, 2025. This presentation includes minimum fixed lease payments and does not include an estimate of variable lease consideration. These agreements have remaining lease terms ranging from one year to 17 years. The following table presents the undiscounted cash flows expected to be received related to these agreements (in millions):

	Remainder of 2025	2026	2027	2028	2029	Thereafter
Future minimum lease revenue	$ 10	$ 13	$ 13	$ 13	$ 13	$ 127

Note 9 Concentration of Customers and Credit Risk

One customer, which is a related party, accounted for 10% and 18% of our revenues for the three months ended March 31, 2025 and 2024, respectively. No other customers accounted for 10% or more of our revenues during the three months ended March 31, 2025 or 2024.

Note 10 Income Taxes

For the purposes of our condensed combined financial statements, income tax expense (benefit) has been computed on a separate company basis as if the NGL business filed tax returns on a standalone basis in Canada and the United States. The income tax provision for interim periods is computed using an annualized effective tax rate approach, including the impact of discrete items, if any. The income tax results of the NGL business, as presented in these condensed combined financial statements, may not be reflective of the results the NGL business would generate in the future or be representative of our expected future tax rate.

Income tax expense for the three months ended March 31, 2025 was $37 million. Income tax benefit for the three months ended March 31, 2024 was $1 million. The effective rate for the three months ended March 31, 2025 and 2024 was 24% and 25%, respectively. The decrease in our effective rate is primarily due to a nonrecurring increase in the Company's Canadian tax rate that occurred in 2024.

As of March 31, 2025 in reference to tax years 2012 to 2019, we had received notices of reassessment ("notices") from the Canada Revenue Agency and the Alberta Tax and Revenue Administration (the "Canadian Tax Authorities") related primarily to transfer pricing associated with cross border intercompany financing transactions. These notices include assessments, including penalties and interest, associated with these transfer pricing matters totaling approximately $178 million (based on the exchange rate as of March 31, 2025). Payment of a portion of the assessment is required in order to file a notice of objection to dispute the reassessment. Accordingly, we have remitted approximately $88 million (based on the exchange rate as of March 31, 2025) related to the assessments, which is included in "Other assets, net," on our Condensed Combined Balance Sheets. We disagree with these notices and have contested the reassessments. We intend to vigorously defend our position, and we plan to pursue all remedies available to us to successfully resolve these matters, including administrative remedies with the Canadian Tax Authorities, and judicial remedies, if necessary. As of March 31, 2025 we believe that our tax position associated with these matters is "more likely than not" to be sustained and have not recognized any amounts for uncertainty in income taxes related to these notices.

F-1-1-17

F-1-1-18

Note 11 Commitments and Contingencies

Commitments: Our commitments primarily consist of leases, as discussed in Note 8.

Contingencies: We are subject to numerous federal, state, provincial and local laws which regulate the discharge of materials into the environment or that otherwise relate to the protection of the environment. We may be involved in regulatory disputes, litigation, and claims arising out of our operations in the normal course of business. However, we are not currently a party to any legal or regulatory proceedings, the resolution of which could have a material adverse effect on our business, Condensed Combined Balance Sheets, or Condensed Combined Statements of Operations and Comprehensive Income.

We record environmental liabilities when environmental assessments and/or remedial efforts are probable, and the amounts can be reasonably estimated. Generally, our recording of these accruals coincides with our completion of a feasibility study or our commitment to a formal plan of action. We do not discount our environmental remediation liabilities to present value. As of March 31, 2025 and December 31, 2024, we have $15 million and $16 million reserved for environmental liabilities, respectively.

In some cases, the actual cash expenditures associated with these liabilities may not occur for several years. Our estimates used in determining these reserves are based on information currently available to us and our assessment of the ultimate outcome. Among the many uncertainties that impact our estimates are the necessary regulatory approvals for, and potential modification of, our remediation plans, the limited amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing or future legal claims giving rise to additional liabilities. Therefore, although we believe that our reserves are adequate, actual costs incurred (which may ultimately include costs for contingencies that are currently not reasonably estimable or costs for contingencies where the likelihood of loss is currently believed to be only reasonably possible or remote) may be in excess of such reserves and may potentially have a material adverse effect on our Condensed Combined Balance Sheets, Condensed Combined Statements of Operations and Comprehensive Income or Condensed Combined Statements of Cash Flows.

Note 12 Relationship with Plains All American and Related Entities

Historically, the NGL business has operated as part of PAA and not as a standalone business. Accordingly, certain shared costs have been allocated to the NGL business and reflected as expenses in the Condensed Combined Statements of Operations and Comprehensive Income.

Cash management and financing: The Parent uses a centralized approach to cash management and financing its operations and historically the NGL business has received funding from PAA for the operating and investing cash needs of the business. Disbursements are made through centralized accounts payable systems, which are operated by the Parent. Cash receipts are transferred to centralized accounts which are also maintained by the Parent. As cash is disbursed and received on behalf of the NGL business, it is accounted for by the NGL business through Net Parent Investment in the Condensed Combined Balance Sheets.

Related party transactions with Parent and related entities: During the normal course of business we engage in related party transactions with the Parent and related entities. The NGL business sells butane and condensate to related entities for use in its crude oil operations. In addition, we generate revenue from the Parent and related entities from pipeline tariffs and fees associated with the transportation of NGLs. We also incur costs related to storage and terminalling services provided by Parent. For the three months ended March 31, 2025 and 2024, we recognized $63 million and $92 million in revenue, respectively, and we recognized $6 million and $6 million in cost of sales from such transactions recorded in Purchases and related costs on the Condensed Combined Statements of Operations and Comprehensive Income, respectively.

Note 12 Relationship with Plains All American and Related Entities (Continued)

Corporate Allocations: The Parent provides the NGL business with significant corporate, infrastructure, and shared services. Accordingly, certain costs related to these shared services have been charged to the NGL business based on various allocation methodologies. These corporate and shared costs consist principally of:

Payroll and related costs attributable to employees who provide services to both the NGL business and the Parent.
Information systems expenses related to systems shared between the NGL business and the Parent.
Depreciation expense representing the NGL business's usage of shared office furniture and equipment.

While the Parent's third-party debt has not been attributed to the NGL business, the third-party debt supports the operations of the NGL business and thus a portion of interest expense related to this debt is allocated to the NGL business.

Management believes that the shared cost allocations have been determined on a basis that is a reasonable reflection of the utilization of services provided or the benefit received by the NGL business. The amounts that would have been, or will be incurred, on a stand-alone basis could materially differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees, or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the NGL business operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position and cash flows could differ materially from the historical results presented herein.

Amounts due to or from Parent and related entities: All intercompany transactions within the NGL business have been eliminated. All significant transactions between the NGL business and Parent are not intended to be settled and are reflected as a component of Net Parent Investment. Accordingly, no related party receivables or payables are presented in the Condensed Combined Balance Sheets.

Note 13 Subsequent Events

The Combined Financial Statements of the NGL business have been derived from the financial statements of PAA, which issued its most recent interim financial statements on May 9, 2025. Accordingly, Management has evaluated transactions for disclosure in the annual financial statements through May 9, 2025. Additionally, Management has evaluated subsequent events through June 13, 2025 for disclosure in the Combined Financial Statements of the NGL business and concluded there were no subsequent events that required disclosure other than those provided

F-1-1-19

F-1-2-1

Natural Gas Liquids Business

Combined Financial Statements

As of and for the years then ended December 31, 2024 and 2023

F-1-2-2

Report of Independent Auditors 1-2

Combined Financial Statements

Combined Balance Sheets: As of December 31, 2024 (Audited) and 2023 (Unaudited), 3 respectively

Combined Statements of Operations and Comprehensive Income: For the years ended 4 December 31, 2024 (Audited), and 2023 (Unaudited), respectively

Combined Statements of Changes in Net Parent Investment: For the years ended 5 December 31, 2024 (Audited) and 2023 (Unaudited), respectively

Combined Statements of Cash Flows: For the years ended December 31, 2024 (Audited), and 2023 (Unaudited), respectively

Notes to Combined Financial Statements 7-26

pwc

Report of Independent Auditors

To the Management of Plains All American Pipeline, L.P.

Opinion

We have audited the accompanying combined financial statements of the Plains All American Pipeline, L.P. Natural Gas Liquids Business (the "Company"), which comprise the combined balance sheet as of December 31, 2024, and the related combined statements of operations and comprehensive income, changes in net parent investment and of cash flows for the year then ended, including the related notes (collectively referred to as the "combined financial statements").

In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the combined financial statements are available to be issued.

Auditors' Responsibilities for the Audit of the Combined Financial Statements

Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material

F-1-2-3

if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.

In performing an audit in accordance with US GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

PricewaterhouseCoopers LLP

Houston, Texas

June 13, 2025

F-1-2-4

F-1-2-5

Natural Gas Liquids Business

Combined Balance Sheets

As of December 31, 2024 and 2023

(in millions)

| Assets | 2024
(Audited) | 2023
(Unaudited) |
| --- | --- | --- |
| Current assets: | | |
| Cash and cash equivalents | $ 102 | $ 226 |
| Trade accounts receivable and other receivables, net | 253 | 212 |
| Inventory | 204 | 190 |
| Short term derivative assets | 20 | 56 |
| Other current assets | 3 | 4 |
| Total current assets | 582 | 688 |
| Property and equipment | 2,783 | 2,833 |
| Accumulated depreciation | (798) | (749) |
| Property and equipment, net | 1,985 | 2,084 |
| Long term assets: | | |
| Operating lease asset | 143 | 135 |
| Linefill | 65 | 71 |
| Long-term inventory | 42 | 33 |
| Other assets, net | 143 | 143 |
| Total assets | $ 2,960 | $ 3,154 |
| Liabilities and Net Parent Investment | | |
| Current liabilities: | | |
| Trade accounts payable | $ 240 | $ 234 |
| Short term operating lease liability | 33 | 31 |
| Short term derivative liability | 24 | 61 |
| Other current liabilities | 36 | 22 |
| Total current liabilities | 333 | 348 |
| Long term liabilities: | | |
| Long term operating lease liability | 121 | 107 |
| Deferred taxes | 306 | 369 |
| Long term deferred revenue | 109 | 122 |
| Other long term liabilities and deferred credits | 56 | 58 |
| Total liabilities | 925 | 1,004 |
| Net parent investment | 2,122 | 2,113 |
| Accumulated other comprehensive income/(loss) | (87) | 37 |
| Total net parent investment | 2,035 | 2,150 |
| Total liabilities and net parent investment | $ 2,960 | $ 3,154 |

F-1-2-6

Natural Gas Liquids Business

Combined Statements of Operations and Comprehensive Income

Years Ended December 31, 2024 and 2023

(in millions)

| | 2024
(Audited) | 2023
(Unaudited) |
| --- | --- | --- |
| Revenues - third parties | $ 1,366 | $ 1,556 |
| Revenues - related parties | 354 | 375 |
| Total revenues | 1,720 | 1,931 |
| Expenses | | |
| Purchases and related costs - third parties | 894 | 1,116 |
| Purchases and related costs - related parties | 31 | 34 |
| Field operating costs | 307 | 350 |
| General and administration expenses | 85 | 79 |
| Depreciation and amortization | 122 | 138 |
| Losses (gain) on asset transactions | 1 | (137) |
| Total expenses | 1,440 | 1,580 |
| Operating income | 280 | 351 |
| Other income/(expense) | | |
| Interest expense | (48) | (45) |
| Other | 1 | - |
| Total other expense | (47) | (45) |
| Income before tax | 233 | 306 |
| Current income tax expense | (90) | (78) |
| Deferred income tax benefit | 30 | 7 |
| Net income | 173 | 235 |
| Foreign currency translation adjustment | (124) | 37 |
| Comprehensive income | $ 49 | $ 272 |

Natural Gas Liquids Business

Combined Statements of Changes in Net Parent Investment

Years Ended December 31, 2024 and 2023

(in millions)

Balance at December 31, 2022 (Unaudited)

Net income

Foreign currency translation adjustment

Net transfers to Parent

Balance at December 31, 2023 (Unaudited)

Net income

Foreign currency translation adjustment

Net transfers to Parent

Balance at December 31, 2024 (Audited)

Net Parent Investment	Accumulated Other Comprehensive Income (Loss)	Total
$ 2,346	$ -	$ 2,346
235	-	235
-	37	37
(468)	-	(468)
2,113	37	2,150
173	-	173
-	(124)	(124)
(164)	-	(164)
$ 2,122	$ (87)	$ 2,035

F-1-2-7

Natural Gas Liquids Business

Combined Statements of Cash Flows

Years Ended December 31, 2024 and 2023

(in millions)

| | 2024
(Audited) | 2023
(Unaudited) |
| --- | --- | --- |
| Cash flows from operating activities: | | |
| Net income | $ 173 | $ 235 |
| Adjustments to reconcile net income to net cash provided by operating activities: | | |
| Depreciation and amortization | 122 | 138 |
| Losses (gains) on sales of PP&E and other assets | 1 | (137) |
| Deferred income tax benefit | (30) | (7) |
| Changes in operating assets and liabilities: | | |
| Trade and other receivables, net | (55) | 65 |
| Other current assets | 34 | 15 |
| Inventory | (27) | 125 |
| Other assets, net | (29) | 38 |
| Accounts Payable and other current liabilities | (18) | (68) |
| Other non-current liabilities | 18 | (5) |
| Net cash provided by operating activities | 189 | 399 |
| Cash flows from investing activities: | | |
| Additions to property, equipment and other assets | (160) | (136) |
| Proceeds from sale of PP&E and other assets | 1 | 272 |
| Purchases of linefill and other long-term inventory | (9) | (5) |
| Net cash (used in) provided by investing activities | (168) | 131 |
| Cash flows from financing activities: | | |
| Finance leases, net | 4 | (1) |
| Net transfers to Parent | (139) | (507) |
| Net cash used in financing activities | (135) | (508) |
| Effect of exchange rate changes on cash and cash equivalents | (10) | 4 |
| Cash and cash equivalents: | | |
| Net (decrease)/increase in cash and cash equivalents | (124) | 26 |
| Cash and cash equivalents beginning of period | 226 | 200 |
| Cash and cash equivalents end of period | $ 102 | $ 226 |

F-1-2-8

Note 1. Formation and Description of Business

Note 2 Basis of Combination and Presentation

The NGL business has historically operated as part of PAA and not as a standalone business. The accompanying Combined Financial Statements have been derived from the Parent's historical accounting records and are presented on a "carve-out" basis using a management approach. The Combined Financial Statements presented herewith report the historical financial position, results of operations and cash flows of the NGL's business. As a direct ownership relationship did not exist among all the various legal entities comprising the NGL business, PAA's investment in the NGL business is shown in lieu of stockholder's equity in the Combined Financial Statements.

The Combined Statements of Operations and Comprehensive Income include all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses related to functions and services performed by centralized Parent organizations such as operating expenses, maintenance capital, revenue shared costs, depreciation expense, interest expense and interest income. These expenses have been allocated to the NGL business based on direct usage or benefit, where identifiable, with the remainder allocated on a pro-rata basis of revenues, headcount, or other measures as determined appropriate (as discussed further in Note 13). Management believes the assumptions underlying the Combined Financial Statements, including the assumptions regarding allocation of expenses, are reasonable. The financial information in these financial statements does not include all of the expenses that would have been incurred had the NGL business operated as a separate standalone entity or will incur in the future. Actual results and costs that would have been incurred if the NGL business had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made.

The Combined Statements of Cash Flows present these corporate expenses that are cash in nature as cash flows from operating activities, as this is the nature of these costs at the Parent.

F-1-2-9

Note 2. Basis of Combination and Presentation (Continued)

The Combined Financial Statements include the attribution of certain assets and liabilities that have historically been held by shared entities, but which are specifically identifiable to the NGL business. These shared assets and liabilities have been assigned to the Company on the basis of direct usage. The Parent's short and long-term debt has not been pushed down to the NGL business Combined Financial Statements because the NGL business is not the legal obligor of the debt and the Parent's borrowings were not directly attributable to NGL business.

All of the allocations and estimates in the Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Combined Financial Statements included herein may not be indicative of the financial position, results of operations, and cash flows of the NGL business in the future or if the Company had been a separate, standalone entity during the periods presented. A more detailed discussion of the relationship with PAA, including a description of the costs which have been allocated to the NGL business, as well as the method of allocation, is included in Note 13 to the Combined Financial Statements.

Note 3. Summary of Significant Accounting Policies and Practices

We have prepared our accompanying financial statements in U.S. GAAP.

Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of expenses during the reporting period. We make significant estimates with respect to (i) estimated fair value of assets and liabilities acquired and identification of associated goodwill and intangible assets; (ii) fair value of derivatives, (iii) impairment assessments of intangible assets; (iv) accruals and contingent liabilities; (v) property and equipment, depreciation and amortization expense, and asset retirement obligations; (vi) impairment assessments of property and equipment; (vii) inventory valuations; and (viii) income taxes. Although we believe these estimates are reasonable, actual results could differ from these estimates.

Purchases and related costs: Purchases and related costs include (i) the weighted average cost of NGL sold to customers; (ii) fees incurred for storage and transportation, whether by truck or rail; and (iii) performance-related bonus costs. These costs are recognized when incurred except in the case of products sold, which are recognized at the time title transfers to our customers. Inventory exchanges under buy/sell transactions are presented net in "Purchases and related costs" in our Combined Statements of Operations and Comprehensive Income.

Field operating costs and general and administrative expenses: Field operating costs consist of various field operating expenses, including payroll, compensation, and benefits costs for operations personnel; fuel and power costs (including the impact of gains and losses from derivative related activities); maintenance and integrity management costs; regulatory compliance; environmental remediation; insurance; costs for usage of third-party owned assets; vehicle leases; and property taxes.

General and administrative expenses consist primarily of payroll, compensation, and benefits costs; certain information systems and legal costs; office rent; contract and consultant costs; and audit and tax fees.

F-1-2-10

Note 3. Summary of Significant Accounting Policies and Practices (Continued)

The Combined Statements of Operations and Comprehensive Income includes corporate expense allocations for field operating costs and general and administrative expenses. Refer to Note 13 for detailed disclosures regarding the methodology of corporate expense allocation.

Certain of our legal entities also enter into transactions and have monetary assets and liabilities that are denominated in a currency other than the entities' respective functional currencies. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are generally included in the Combined Statements of Operations and Comprehensive Income. However, gains and losses arising from intercompany foreign currency transactions that are of a long-term investment nature are reported in the same manner as translation adjustments. For the years ended December 31, 2024 and 2023, the revaluation of foreign currency transactions and monetary assets and liabilities resulted in the recognition of a net gain of $5 million and a net loss of $5 million respectively, in our Combined Statements of Operations and Comprehensive Income.

Cash and cash equivalents: Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less and typically exceed federally insured limits. We periodically assess the financial condition of the institutions where these funds are held and believe that our credit risk is minimal.

In accordance with our policy, unless they may be covered by funds on deposit, outstanding checks are classified as trade accounts payable rather than negative cash.

Asset retirement obligations: FASB guidance establishes accounting requirements for retirement obligations associated with tangible long-lived assets, including estimates related to (i) the timing of the liability recognition, (ii) initial measurement of the liability, (iii) allocation of asset retirement cost to expense, (iv) subsequent measurement of the liability, and (v) financial statement disclosures. The FASB guidance requires that the cost for asset retirement should be capitalized as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method.

Some of our assets have contractual or regulatory obligations to perform remediation when the assets are abandoned. These assets, with regular maintenance, will continue to be in service for many years to come. It is not possible to predict when demand for our services will cease, and we do not believe that such demand will cease for the foreseeable future. Accordingly, we believe the date when these assets will be abandoned is indeterminate. With no reasonably determinable abandonment date, we cannot reasonably estimate the fair value of the associated asset retirement obligations. We will record asset retirement obligations in the period in which sufficient information becomes available for us to reasonably determine the settlement dates.

F-1-2-11

Note 3. Summary of Significant Accounting Policies and Practices (Continued)

Fair value measurements: Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, which affects the placement of assets and liabilities within the fair value hierarchy levels. The determination of the fair values includes not only the credit standing of the counterparties involved and the impact of credit enhancements (such as cash deposits and letters of credit) but also the impact of our nonperformance risk on our liabilities. The fair value of our commodity derivatives includes adjustments for credit risk. Our credit adjustment methodology uses market observable inputs and requires judgment. There were no changes to any of our valuation techniques during the period.

Other assets, net: Other assets, net include long-term prepayment and deposits related to transfer pricing arrangements for cross-border intercompany transactions (Refer to Note 11), reclamation environmental trust funds, goodwill, and intangible assets.

Intangible assets that have finite lives are tested for impairment when events or circumstances indicate that the carrying value may not be recoverable. We did not recognize any impairments of finite-lived intangible assets during the two years ended December 31, 2024.

Amortization expense for finite-lived intangible assets for the years ended December 31, 2024 and 2023 was $4 million and $17 million, respectively. All of our intangible assets have now been fully amortized and, as such, there was no remaining intangible asset balance at December 31, 2024.

Divestitures: In February 2023, PAA sold its 21% non-operated/undivided joint interest in the Keyera Fort Saskatchewan facility to Keyera Corporation. This facility was historically included with our NGL business. As a result of this transaction, we recognized a gain of approximately $140 million, which is included in "Gain on asset transaction" on our Combined Statements of Operations and Comprehensive Income.

Other significant accounting policies: See the respective footnotes for our accounting policies regarding (i) revenues and accounts receivable, (ii) inventory, (iii) property and equipment, (iv) derivatives and risk management activities, (v) leases, and (vi) legal and environmental matters.

Recently issued accounting pronouncements: As of December 31, 2024, there are no recently issued accounting pronouncements not yet adopted which would have a material effect on the Company's Combined Financial Statements.

Note 4. Revenues and Accounts Receivable

We disaggregate our revenues by type of activity. These categories depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors.

F-1-2-12

F-1-2-13

Note 4. Revenues and Accounts Receivable (continued)

Revenues from contracts with customers: The following tables present our revenues from contracts with customers disaggregated by type of activity (in millions):

	Year Ended December 31,
	2024	2023
Sales	$ 1,761	$ 1,729
Transportation	35	30
Terminalling, Storage, and Other	69	87
Total Revenue from contracts with customers	1,865	1,846
Other Items in Revenues	(145)	85
Total Revenue	$ 1,720	$ 1,931

Sales Revenues: Revenues from sales of NGL are recognized at the time title of the product sold transfers to the purchaser, which occurs upon delivery of the product to the purchaser or its designee. The consideration received under these contracts is variable based on commodity prices. Inventory exchanges under buy/sell transactions are excluded from sales revenues in our Combined Statements of Operations and Comprehensive Income.

Transportation Revenues: Transportation revenues include revenues from transporting NGL on pipelines. Revenues from pipeline tariffs and fees are associated with the transportation of NGL at contract rates. We primarily recognize pipeline tariff and fee revenues over time as services are rendered, based on the volumes transported.

Terminalling, Storage and Other Revenues: Revenues in this category include (i) fees that are generated when we receive liquids from one connecting source and deliver the applicable product to another connecting carrier, (ii) fees from storage capacity agreements, (iii) fees from loading and unloading services at our terminals, and (iv) fees from natural gas processing services and from NGL fractionation. We generate revenue through a combination of month-to-month and multi-year agreements and processing arrangements. Storage fees are typically recognized in revenue ratably over the term of the contract regardless of the actual storage capacity utilized as our performance obligation is to make storage capacity available for a period of time. Terminal fees (including throughput and loading/unloading fees) are recognized as the liquids enter or exit the terminal and are received from or delivered to the connecting carrier or third-party terminal, as applicable. We recognize loading and unloading fees when the volumes are delivered or received. Fees from NGL fractionation and gas processing services are recognized in the period when the services are performed.

Other items in revenues: Revenues in this category include contracts within the scope of ASC Topic 842, Leases, contracts within the scope of ASC Topic 815, Derivatives and Hedging, and physical gains/losses on our assets not tied to a specific customer contract.

Note 4. Revenues and Accounts Receivable (continued)

	Contract Liabilities
Balance, December 31, 2022	$ 132
Amounts recognized as revenue during the period	(10)
Additions during the period	2
Other	3
Balance, December 31, 2023	127
Amounts recognized as revenue during the period	(3)
Additions during the period	9
Other	(12)
Balance, December 31, 2024	$ 121

	2025	2026	2027	2028	2029	Thereafter
Pipeline revenues supported by minimum volume commitments	$ 7	$ 7	$ 8	$ 9	$ 9	$ 82
Long-term storage, terminalling and throughput agreements revenues	34	28	26	23	22	373
Total	$ 41	$ 35	$ 34	$ 32	$ 31	$ 455

Buy/sell arrangements with future committed volumes;
Short-term contracts and those with variable consideration due to the election of practical expedients, as discussed below;
Contracts within the scope of ASC Topic 842, Leases; and
Contracts within the scope of ASC Topic 815, Derivatives and Hedging.

F-1-2-14

F-1-2-15

Note 4. Revenues and Accounts Receivable (continued)

We have elected practical expedients to exclude the presentation of remaining performance obligations for variable consideration which relates to wholly unsatisfied performance obligations. Certain contracts do not meet the requirements for presentation of remaining performance obligations due to variability in amount of performance obligation remaining, variability in the timing of recognition or variability in consideration. Long-term merchant arrangements contain variable timing, volumes, and/or consideration and are excluded from this presentation. The duration of these contracts varies across the periods presented above.

Additionally, we have elected practical expedients to exclude contracts with terms of one year or less, and therefore, exclude the presentation of remaining performance obligations for short-term transportation; storage and processing services; merchant arrangements, including the non-cancelable period of evergreen arrangements; and any other types of arrangements with terms of one year or less.

Trade accounts receivable and other receivables, net: Our accounts receivable are primarily from purchasers of NGL. These purchasers include, but are not limited to, refiners, producers, marketing and trading companies, and financial institutions.

To mitigate credit risk related to our accounts receivable, we utilize a rigorous credit review process. We closely monitor market conditions and perform credit reviews of each customer to make a determination with respect to the amount, if any, of open credit to be extended to any given customer and the form and amount of financial performance assurances we require. Such financial assurances are commonly provided to us in the form of advance cash payments, standby letters of credit, credit insurance, or parental guarantees. Additionally, in an effort to mitigate credit risk, a significant portion of our transactions with counterparties are settled on a net-cash basis. For certain net-cash arrangements, we also enter into netting agreements (contractual agreements that allow us to offset receivables and payables with those counterparties against each other on our balance sheet).

We generally invoice customers within 30 days of when the products or services were provided and generally require payment within 30 days of the invoice date. We review all outstanding accounts receivable balances on a monthly basis and record our receivables net of expected credit losses. We do not write-off accounts receivable balances until we have exhausted substantially all collection efforts. At December 31, 2024 and 2023, substantially all of our trade accounts receivable were less than 30 days past their invoice date. Our expected credit losses are immaterial. Although we consider our credit procedures to be adequate to mitigate any significant credit losses, the actual amount of current and future credit losses could vary significantly from estimated amounts.

	December 31,
	2024	2023
Trade accounts receivable arising from revenues from contracts with customers	$ 199	$ 181
Other trade accounts receivables and other receivables	73	75
Impact due to contractual rights of offset with counterparties	(19)	(44)
Trade Accounts Receivable and other receivables, net	$ 253	$ 212

Note. 5 Inventory, Linefill and Long-term Inventory

Inventory, including long-term inventory, primarily consists of NGL in pipelines, storage facilities and railcars that are valued at the lower of cost or net realizable value, with cost determined using an average cost method within specific inventory pools. At the end of each reporting period, we assess the carrying value of our inventory and make any adjustments necessary to reduce the carrying value to the applicable net realizable value. Any resulting adjustments are a component of “Purchases and related costs” on our accompanying Combined Statements of Operations and Comprehensive Income. No adjustments were recorded during the years ended December 31, 2024 or 2023.

Linefill in assets we own is recorded at historical cost. We classify as linefill (i) our proportionate share of barrels used to fill a pipeline that we own such that when an incremental barrel is pumped into or enters a pipeline it forces product out at another location and (ii) barrels that represent the minimum working requirements in tanks and caverns that we own. Linefill carrying amounts are reviewed for impairment in accordance with FASB guidance with respect to accounting for the impairment or disposal of long-lived assets. Carrying amounts that are not expected to be recoverable through future cash flows are written down to estimated fair value. See Note 6 for further discussion regarding impairment of long-lived assets. During 2024 and 2023, we did not recognize any material impairments of linefill.

Minimum working inventory requirements in third-party assets and other working inventory in our assets that are needed for our commercial operations are included within specific inventory pools in inventory (a current asset) in determining the average cost of operating inventory. At the end of each period, we reclassify the inventory not expected to be liquidated within the succeeding twelve months out of “Inventory,” at the average cost of the applicable inventory pools, and into “Long-term inventory,” which is reflected as a separate line item on our Combined Balance Sheets.

	December 31, 2024				December 31, 2023
	Volumes	Unit of Measure	Carrying Value	Price/ Unit(1)	Volumes	Unit of Measure	Carrying Value	Price/ Unit(1)
Inventory	7,575	Barrels	$ 204	$ 26.99	6,405	Barrels	$ 190	$ 29.64
Linefill	2,317	Barrels	65	$ 28.00	2,233	Barrels	71	$ 32.00
Long-term inventory	1,366	Barrels	42	$ 31.08	1,326	Barrels	33	$ 25.00
Total			$ 311				$ 294

Note 6. Property and Equipment

In accordance with our capitalization policy, expenditures made to expand the existing operating and/or earnings capacity of our assets are capitalized. Costs to obtain pipeline access (“Rights of way”) are capitalized and are included with Property and equipment on our balance sheet. We also capitalize certain costs directly related to the construction of such assets, including related internal labor costs, engineering costs and interest costs. For the years ended December 31, 2024 and 2023, capitalized interest recorded to property and equipment was $5 million and $2 million, respectively. We also capitalize expenditures for the replacement and/or refurbishment of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets. Repair and maintenance expenditures incurred in order to maintain the day to day operation of our existing assets are expensed as incurred.

F-1-2-16

Note 6. Property and Equipment (Continued)

Property and equipment, net is stated at cost and consists of the following (in millions):

	Estimated Useful Lives (Years)	December 31,
		2024	2023
Storage, terminal, fractionation and processing facilities	10 - 50	$ 1,999	$ 2,083
Pipeline systems	10 - 50	523	541
Construction in progress	N/A	149	88
Land and other (1)	10 - 15	112	121
Property and equipment, gross		2,783	2,833
Accumulated depreciation		(798)	(749)
Property and equipment, net		$ 1,985	$ 2,084

(1) The useful lives disclosed apply to all assets in this category, excluding land. Land is considered to have an indefinite useful life and is therefore not depreciated.

We calculate our depreciation on finite-lived Property and Equipment using the straight-line method, based on estimated useful lives and salvage values of our assets.

Depreciation expense for Property and Equipment recorded in Depreciation and Amortization in the Combined Statements of Operations and Comprehensive Income amounted to $118 million and $121 million for the years ended December 31, 2024 and 2023, respectively. Subsequent events could cause us to change estimates, thus impacting the future calculation of depreciation.

Allocated depreciation expense from Parent of $3 million and $6 million for the years ended December 31, 2024 and 2023, respectively, is included in General and administrative expenses in the Combined Statements of Operations and Comprehensive Income. Refer to Note 13, Relationship with Plains All American and Related Entities for detailed disclosures regarding the methodology of corporate expense allocation.

Land improvements are not depreciated, and any construction in progress is not subject to depreciation until the asset is put into use.

whether there is an indication of impairment;
the grouping of assets;
the intention of "holding," "abandoning" or "selling" an asset;
the forecast of undiscounted expected future cash flow over the asset's estimated useful life; and
if an impairment exists, the fair value of the asset or asset group.

F-1-2-17

Note 6. Property and Equipment (Continued)

In addition, when we evaluate property and equipment and other long-lived assets for recoverability, it may also be necessary to review related depreciation estimates and methods.

We did not recognize any impairments associated with long lived assets.

Note 7. Derivatives

At December 31, 2024 and 2023, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings. Although we may be required to post margin on our exchange-traded derivatives transacted through a clearing brokerage account, as described below, we do not require our non-cleared derivative counterparties to post collateral with us.

In the normal course of our operations, we purchase and sell commodities. We use derivatives to manage the associated risks and to optimize profits. As of December 31, 2024, net derivative positions related to these activities included:

A net short position of 9.2 million barrels through December 2026 related to anticipated net sales of NGL inventory.

F-1-2-18

Note 7. Derivatives (Continued)

	Notional Volume (Short)/Long	Remaining Tenor
Natural gas purchases	49.3 Bcf	June 2026
Propane sales	(8.8) MMbls	June 2026
Butane sales	(1.3) MMbls	December 2025
Condensate sales	(2.3) MMbls	December 2025
Fuel gas requirements (1)	2.7 Bcf	December 2025
Power supply requirements (1)	2.1 TWh	December 2030

(1) Positions to hedge a portion of our power supply and fuel gas requirements at our Canadian natural gas processing and fractionation plants.

	Year Ended December 31,
	2024	2023
Product sales revenues	$ (199)	$ 30
Field operating costs	28	44
Net loss from commodity derivative activity	$ (227)	$ (14)

	Year Ended December 31,
	2024	2023
Initial margin	$ 46	$ 65
Variation margin posted/(returned)	52	(70)
Letters of credit	(30)	(25)
Net broker receivable/(payable)	$ 68	$ (30)

F-1-2-19

Note 7. Derivatives (Continued)

The following table reflects the Combined Balance Sheets line items that include the fair values of our commodity derivative assets and liabilities and the effect of the collateral netting. Such amounts are presented on a gross basis, before the effects of counterparty netting. However, we have elected to present our commodity derivative assets and liabilities with the same counterparty on a net basis on our Combined Balance Sheets when the legal right of offset exists. Amounts in the table below are presented in millions.

	December 31, 2024				December 31, 2023
	Commodity Derivatives		Effect of Collateral Netting	Net Carrying Value	Commodity Derivatives		Effect of Collateral Netting	Net Carrying Value
	Assets	Liabilities			Assets	Liabilities
Derivative assets:
Short term derivative assets	$ 21	$ (69)	$ 68	$ 20	$ 147	$ (61)	$ (30)	$ 56
Other long-term assets, net	-	-	-	-	3	-	-	3
Derivative liabilities:
Short term derivative liability	4	(28)	-	(24)	2	(63)	-	(61)
Other long-term liabilities and deferred credits	-	(14)	-	(14)	-	(13)	-	(13)
Total	$ 25	$ (111)	$ 68	$ (18)	$ 152	$ (137)	$ (30)	$ (15)

Recurring fair value measurements

Recurring Fair Value Measures (1)	Fair Value as of December 31, 2024			Fair Value as of December 31, 2023
	Level 1	Level 2	Total	Level 1	Level 2	Total
Commodity derivatives	$ 4	$ (90)	$ (86)	$ 23	$ (8)	$ 15

(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits

Level 1: Level 1 of the fair value hierarchy includes exchange-traded commodity derivatives and over-the-counter commodity contracts such as futures and swaps. The fair value of exchange-traded commodity derivatives and over-the-counter commodity contracts is based on unadjusted quoted prices in active markets.
Level 2: Level 2 of the fair value hierarchy includes exchange-cleared commodity derivatives and over-the-counter commodity derivatives that are traded in observable markets with less volume and transaction frequency than active markets. In addition, it includes certain physical commodity contracts. The fair values of these derivatives are corroborated with market observable inputs.

F-1-2-20

F-1-2-21

Note 8. Leases

Lessee: We evaluate all agreements entered into or modified that convey to us the use of property or equipment for a term to determine whether the agreement is or contains a lease. Significant judgment is required when determining whether we obtain the right to direct the use of identified property or equipment. We lease certain property and equipment under noncancelable and cancelable operating and finance leases. Our operating leases primarily relate to railcars and land, and our finance leases relate to land. For leases with an initial term of greater than 12 months, we recognize a right-of-use asset and lease liability on the balance sheet. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We have elected the non-lease component separation practical expedient for certain classes of assets where we are the lessee. Our lease agreements have remaining lease terms ranging from one year to approximately 38 years. When applicable, this range includes additional terms associated with leases for which we are reasonably certain to exercise the option to renew and such renewal options are recognized as part of our right-of-use assets and lease liabilities. We have renewal options for leases with terms ranging from 3 year to 5 years that are not recognized as part of our right-of-use assets or lease liabilities as we have determined we are not reasonably certain to exercise the option to renew.

Certain of our leases have variable lease payments, many of which are based on changes in market indices such as the Consumer Price Index. Our lease agreements do not contain any material restrictive covenants.

For determining the present value of lease payments, we use the discount rate implicit in the lease when readily determinable; however, such rate is not readily determinable for most of our leases. For those leases for which the discount rate is not readily determinable, we utilize incremental borrowing rates that reflect collateralized borrowing with payments and terms that mirror our lease portfolio to discount the lease payments based on information available at the lease commencement date.

The following table presents components of lease cost, including both amounts recognized in income and amounts capitalized (in millions):

Lease Cost	Year Ended December 31,
	2024	2023
Operating Lease Cost	$ 36	$ 38
Short-Term Lease Cost	3	1
Other(1)	1	2
Total lease cost	$ 40	$ 41

(1) Includes finance lease costs, variable lease costs, and sublease income.

The following table presents information related to cash flows arising from lease transactions (in millions):

	Year Ended December 31,
	2024	2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 38	$ 39
Non-cash change in lease liabilities arising from obtaining new right-of-use assets or modifications:
Operating leases	$ 47	$ 20

Note 8. Leases (Continued)

Information related to the weighted-average remaining lease term and discount rate is presented in the table below:

	Year Ended December 31,
	2024	2023
Weighted-average remaining lease term (in years):
Operating leases	6	6
Weighted-average discount rate:
Operating leases	4.4%	4.1%

The following table presents the amount and location of our operating and finance lease right-of-use assets and liabilities on our Combined Balance Sheets (in millions):

	Balance Sheet Location	Year Ended December 31,
		2024	2023
Assets
Operating lease right-of-use assets	Operating lease asset	$ 143	$ 135
Finance lease right-of-use assets	Property and equipment	40	44
	Accumulated depreciation	(17)	(16)
	Property and equipment, net	23	28
Total lease right-of-use assets		$ 166	$ 163
Liabilities
Operating lease liabilities
Current	Short term operating lease liability	$ (33)	$ (31)
Noncurrent	Long term operating lease liability	(121)	(107)
Total Operating lease liabilities		(154)	(138)
Total lease liabilities		$ (154)	$ (138)

The following table presents the maturity of undiscounted cash flows for future minimum lease payments under noncancelable leases as of December 31, 2024 reconciled to our lease liabilities on our Combined Balance Sheets (amounts in millions):

Future minimum lease payments(1):	Operating
2025	$ 38
2026	31
2027	28
2028	25
2029	20
Thereafter	31
Total	173
Less: Present value discount	(19)
Lease liabilities	$ 154

(1) Excludes future minimum payments for short-term and other immaterial leases not included on our Combined Balance Sheets.

F-1-2-22

F-1-2-23

Note 8. Leases (Continued)

Lessor: We evaluate all agreements entered into or modified that convey to others the use of property or equipment for a term to determine whether the agreement is or contains a lease. Significant judgment is required when determining whether a customer obtains the right to direct the use of identified property or equipment. The underlying assets associated with these agreements are evaluated for future use beyond the lease term. We have elected the non-lease component separation practical expedient for all classes of assets where we are the lessor.

We enter into agreements to conduct activities associated with providing storage services primarily for NGL. Certain of these agreements convey counterparties the right to direct the operation of physically distinct assets. Such agreements include (i) fixed consideration, which is measured based on an available capacity during the period multiplied by the rate in the agreement, or (ii) a fixed monthly fee and variable consideration based on usage. These agreements often include options to extend or terminate the lease, with advance notice. These agreements are operating leases.

The following table presents our lease revenue for the periods indicated (in millions):

	Year Ended December 31,
	2024	2023
Operating lease revenue	$ 18	$ 19

The table below presents the maturity of lease payments for operating lease agreements in effect as of December 31, 2024. This presentation includes minimum fixed lease payments and does not include an estimate of variable lease consideration. These agreements have remaining lease terms ranging from one year to 17 years. The following table presents the undiscounted cash flows expected to be received related to these agreements (in millions):

	2025	2026	2027	2028	2029	Thereafter
Future minimum lease revenue	$ 10	$ 11	$ 13	$ 13	$ 13	$ 127

Note 9. Concentration of Customers and Credit Risk

One customer, which is a related party, accounted for 21% and 19% of our revenues for the years ended December 31, 2024 and 2023, respectively. No other customers accounted for 10% or more of our revenues during the years ended December 31, 2024 or 2023.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of accounts receivable and amounts due from related parties related to transportation services. This concentration has the potential to impact our overall exposure to credit risk in that the customers may be similarly affected by changes in economic, industry or other conditions.

Note 10. Employee Benefit Plans

Historically employees who meet certain eligibility requirements have participated in defined contribution plans and additional Long Term Incentive Plans ("LTIP") sponsored by PAA. These defined contribution plans and LTIP's include employees from a number of domestic and Canadian PAA business units. All obligations pursuant to these plans have historically been obligations of PAA and as such, are not included on the Company's Combined Balance Sheets. A portion of the annual cost of the PAA defined contribution plans and LTIP is allocated to the NGL business. Refer to Note 13 for the determination of the allocation included within the Combined Financial Statements.

Note 11. Income Taxes

The income tax provision of the NGL business was prepared using a separate return method, which requires that entities to compute their tax provisions as if they were separate standalone taxpayers. Under this method, each entity's current and deferred income taxes are determined as if it filed its own separate tax return in the jurisdiction in which it operates, notwithstanding the fact that these entities filed income tax returns on a different basis with the Parent and its affiliates. The income tax results of the NGL business, as presented in these combined financial statements, may not be reflective of the results the NGL business would generate in the future or be representative of our expected future tax rate.

Current income taxes are based on taxable income or loss for the period and reflect amounts expected to be payable under applicable tax laws. Income taxes currently payable will be deemed to have been remitted to the Parent in the period the liability arose, resulting in the adjusted payable / receivable being settled through Net Parent Investment on the Combined Balance Sheets.

Deferred income tax assets and liabilities are recognized for the future tax effects attributable to differences between the financial reporting and tax bases of assets and liabilities, as well as operating loss carryforwards. Deferred income tax assets and liabilities are measured using the enacted rates expected to apply in the periods in which the deferred tax balances are realized or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

A benefit from a tax position is recognized only if it is more likely than not that the position would be sustained upon examination by taxing authorities. The amount recognized is the largest amount of benefit that is more likely than not to be realized upon settlement.

The components of the provision for income taxes are as follows:

	Year Ended December 31,
	2024	2023
Current tax expense:
US federal	$ -	$ 1
Canadian federal and provincial	90	77
Total current tax expense	$ 90	$ 78
Deferred tax benefit:
US federal	$ -	$ -
Canadian federal and provincial	(30)	(7)
Total deferred tax benefit:	$ (30)	$ (7)
Total income tax expense:	$ 60	$ 71

F-1-2-24

Note 11. Income Taxes (Continued)

A reconciliation of income tax expense computed at Canadian federal and provincial rates to the provision for income taxes is:

	Year Ended December 31,
	2024	2023
Income before tax	$ 233	$ 306
Income tax at Canadian rate	56	72
Other	4	(1)
Total income tax expense	$ 60	$ 71

Significant components of deferred tax assets and liabilities are:

	Year Ended December 31,
	2024	2023
Deferred tax assets:
Derivative instruments	$ 19	$ -
Lease liabilities	37	33
Deferred revenue	24	27
Other	11	9
Total deferred tax assets	$ 91	$ 69
Deferred tax liabilities:
Property, plant, and equipment in excess of tax values	$ 360	$ 397
Derivative instruments	-	6
Lease assets	34	32
Other	3	3
Total deferred tax liabilities	$ 397	$ 438
Net deferred tax liabilities	$ (306)	$ (369)

As of December 31, 2024 and 2023, the NGL business had U.S. federal net operating losses of $7 million and $5 million, respectively, which do not expire and can be carried forward indefinitely. As of December 31, 2024 and 2023, the NGL business also had U.S. state net operating losses of $7 million and $5 million, respectively, which expire between 2033 and 2043. Management evaluated the realizability of its deferred tax assets and concluded that no valuation allowance is necessary. Loss carryforwards generated within the carve-out financial statements may not be indicative of actual carryforwards available on a post-transaction basis.

The NGL business would be subject to OECD Pillar 2 legislation enacted in Canada during 2024 based on the structure of the entities included in the combined financial statements. Management assessed the potential impact of Pillar 2, concluding that no material adjustments to income tax expense are necessary given the results computed under the carve-out's separate return methodology.

F-1-2-25

Note 11. Income Taxes (Continued)

As described in the Notes to Combined Financial Statements, the effect of Pillar 2 on the NGL business as recorded in these financials may not be representative of the expected future state.

As of December 31, 2024, in reference to tax years 2012 to 2019, we had received notices of reassessment ("notices") from the Canada Revenue Agency and the Alberta Tax and Revenue Administration (the "Canadian Tax Authorities") related primarily to transfer pricing associated with cross border intercompany financing transactions. These notices include assessments, including penalties and interest, associated with these transfer pricing matters totaling approximately $177 million (based on the exchange rate as of December 31, 2024). Payment of a portion of the assessment is required in order to file a notice of objection to dispute the reassessment. Accordingly, we have remitted approximately $97 million (based on the exchange rate as of December 31, 2024) related to the assessments, which is included in "Other assets, net," on our Combined Balance Sheets. We disagree with these notices and have contested the reassessments. We intend to vigorously defend our position, and we plan to pursue all remedies available to us to successfully resolve these matters, including administrative remedies with the Canadian Tax Authorities, and judicial remedies, if necessary. As of December 31, 2024, we believe that our tax position associated with these matters is "more likely than not" to be sustained and have not recognized any amounts for uncertainty in income taxes related to these notices.

Note 12. Commitments and Contingencies

Commitments: Our commitments primarily consist of leases, as discussed in Note 8.

Contingencies: We are subject to numerous federal, state, provincial, and local laws which regulate the discharge of materials into the environment or that otherwise relate to the protection of the environment. We may be involved in regulatory disputes, litigation, and claims arising out of our operations in the normal course of business. However, we are not currently a party to any legal or regulatory proceedings, the resolution of which could have a material adverse effect on our business, Combined Balance Sheets, or Combined Statements of Operations and Comprehensive Income.

We record environmental liabilities when environmental assessments and/or remedial efforts are probable, and the amounts can be reasonably estimated. Generally, our recording of these accruals coincides with our completion of a feasibility study or our commitment to a formal plan of action. We do not discount our environmental remediation liabilities to present value. As of December 31, 2024 and 2023, we have $16 million and $15 million reserved for environmental liabilities, respectively.

In some cases, the actual cash expenditures associated with these liabilities may not occur for several years. Our estimates used in determining these reserves are based on information currently available to us and our assessment of the ultimate outcome. Among the many uncertainties that impact our estimates are the necessary regulatory approvals for, and potential modification of, our remediation plans, the limited amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing or future legal claims giving rise to additional liabilities. Therefore, although we believe that our reserves are adequate, actual costs incurred (which may ultimately include costs for contingencies that are currently not reasonably estimable or costs for contingencies where the likelihood of loss is currently believed to be only reasonably possible or remote) may be in excess of such reserves and may potentially have a material adverse effect on our Combined Balance Sheets, Combined Statements of Operations and Comprehensive Income or Combined Statements of Cash Flows.

F-1-2-26

Note 13. Relationship with Plains All American and Related Entities

Historically, the NGL business has operated as part of PAA and not as a standalone business. Accordingly, certain shared costs have been allocated to the NGL business and reflected as expenses in the Combined Statements of Operations and Comprehensive Income.

Related party transactions with Parent and related entities: During the normal course of the NGL business, we engage in related party transactions with the Parent and related entities. The NGL business sells butane and condensate to related entities for use in its crude oil operations. In addition, we generate revenue from the Parent and related entities from pipeline tariffs and fees associated with the transportation of NGLs. We also incur costs related to storage and terminalling services provided by Parent. For the years ended December 31, 2024 and 2023, we recognized $354 million and $375 million in revenue, respectively, and we recognized $31 million and $34 million in cost of sales from such transactions recorded in Purchases and related costs on the Combined Statements of Operations and Comprehensive Income, respectively.

Payroll and related costs attributable to employees who provide services to both the NGL business and the Parent.
Information systems expenses related to systems shared between the NGL business and the Parent.
Depreciation expense representing the NGL business's usage of shared office furniture and equipment.

F-1-2-27

F-1-2-28

Note 13. Relationship with Plains All American and Related Entities (Continued)

Note 14. Subsequent Events

The Combined Financial Statements of the NGL business have been derived from the financial statements of PAA, which issued its most recent annual financial statements on February 28, 2025. Accordingly, Management has evaluated transactions for disclosure in the annual financial statements through February 28, 2025. Additionally, Management has evaluated subsequent events through June 13, 2025 for disclosure in the Combined Financial Statements of the NGL business and concluded there were no subsequent events that required disclosure other than those provided.

F-1-3-1

Keyera Corp.

Unaudited Pro Forma Condensed Consolidated Financial Statements

As at and for the three months ended March 31, 2025
and for the year ended December 31, 2024

Unaudited Pro Forma Condensed Consolidated Financial Statements

The accompanying unaudited pro forma condensed consolidated financial statements (the "Pro Forma Financial Statements") have been prepared to give effect to the proposed transaction between Keyera Corp. ("Keyera"), and Plains All American Pipeline L.P. ("PAA"), a Delaware limited partnership formed in 1998. On June 17, 2025, Keyera and Plains Midstream Luxembourg S.A.R.L. entered into a share purchase agreement (the "Acquisition Agreement") whereby Keyera will acquire substantially all of Plains Midstream Canada ULC's ("PMC") Canadian natural gas liquids ("NGL") business plus select U.S. assets, collectively referred to as the "NGL Business", through the purchase of equity of PMC for total cash consideration of $5.15 billion, subject to adjustments (the "Acquisition"). The Acquisition is described in the prospectus supplement of Keyera dated June [●], 2025 to the short form base shelf prospectus dated December 12, 2023 (collectively, the "Prospectus"). Completion of the Acquisition remains subject to the satisfaction or waiver of certain closing conditions, including, among other things, receipt of all required regulatory approvals.

These Pro Forma Financial Statements have been prepared using the historical and carve-out values recorded in certain financial statements of Keyera and the NGL Business of PMC, respectively, which have been described in more detail in the notes to the accompanying Pro Forma Financial Statements. Presentation and pro forma adjustments have been applied to the historical carve-out balances included in the unaudited condensed combined and audited combined financial statements of the NGL Business of PMC as at and for the three months ended March 31, 2025 and December 31, 2024, respectively, to arrive at the values recorded in the Pro Forma Financial Statements. All presentation and pro forma adjustments, including any relevant underlying assumptions, have been described in the notes to the accompanying unaudited pro forma condensed consolidated financial statements. All amounts are in Canadian dollars, unless otherwise indicated.

The unaudited pro forma condensed consolidated statement of financial position as at March 31, 2025 reflects the Acquisition as if it had closed on March 31, 2025. The unaudited pro forma condensed consolidated statements of net earnings and comprehensive income for the three months ended March 31, 2025 and the year ended December 31, 2024 reflects the Acquisition had it closed on January 1, 2024.

These Pro Forma Financial Statements have been prepared in accordance with National Instrument 51-102 – Continuous Disclosure Obligations and have not been adjusted to reflect any potential synergies that may be realized after the Acquisition has closed. Readers are cautioned not to place undue reliance on these unaudited pro forma condensed consolidated financial statements.

F-1-3-2

Keyera Corp.

Unaudited Pro Forma Condensed Consolidated Statement of Financial Position

As at March 31, 2025

(Thousands of Canadian dollars, unless otherwise indicated)

	Keyera (Historical)	PMC¹ (USD)	PMC² (CAD)	Presentation and GAAP Adjustments	Pro Forma Adjustments	Notes	Consolidated Pro Forma
ASSETS
Cash	105,529	315,000	452,923	—	5,006,475	4(a)-(d)	414,927
					(5,150,000)	4(a)
Trade and other receivables	618,540	228,000	327,830	—	—		946,370
Derivative financial instruments	94,001	34,000	48,887	—	(4,889)	4(a)(i)	137,999
Inventory	271,186	136,000	195,548	—	—		466,734
Other assets	5,252	4,000	5,752	—	(5,020)	4(a)(ii)	5,984
Total current assets	1,094,508	717,000	1,030,940	—	(153,434)		1,972,014
Derivative financial instruments	29,586	—	—	—	—		29,586
Property, plant and equipment	7,175,854	2,007,000	2,885,765	61,827	2,429,008	3(b),3(c),4(a)(iii)	12,552,454
Right-of-use assets	204,544	—	—	230,056	—	3(c)	434,600
Intangible assets	44,316	—	—	—	—		44,316
Goodwill	32,015	—	—	—	—		32,015
Deferred tax assets	83,093	—	—	—	—		83,093
Operating lease asset	—	137,000	196,985	(196,985)	—	3(c)	—
Linefill	—	66,000	94,898	(94,898)	—	3(b)	—
Long-term inventory	—	46,000	66,141	—	—		66,141
Other assets, net	—	134,000	192,671	—	(135,593)	4(a)(ii)	57,078
Total assets	8,663,916	3,107,000	4,467,400	—	2,139,981		15,271,297
LIABILITIES AND EQUITY
Trade and other payables, and provisions	667,479	261,000	375,279	13,152	—	3(d)	1,055,910
Derivative financial instruments	39,027	4,000	5,751	—	(575)	4(a)(i)	44,203
Current portion of long-term debt	321,299	—	—	—	—		321,299
Current portion of decommissioning liability	11,021	—	—	3,490	—	3(e)	14,511
Current portion of lease liabilities	48,827	—	—	47,449	—	3(c)	96,276
Current portion of operating lease liabilities	—	33,000	47,449	(47,449)	—	3(c)	—
Other current liabilities	—	27,000	38,822	(16,642)	—	3(d),3(e)	22,180
Total current liabilities	1,087,653	325,000	467,301	—	(575)		1,554,379
Derivative financial instruments	3,628	—	—	30,044	(3,004)	3(a),4(a)(i)	30,668
Long-term debt	3,379,853	—	—	—	3,631,650	4(c)	7,011,503
Decommissioning liability	232,173	—	—	38,933	—	3(e)	271,106
Long-term lease liabilities	138,161	—	—	163,915	—	3(c)	302,076
Other long-term liabilities	33,341	63,000	90,585	(68,977)	—	3(a),3(e)	54,949
Deferred tax liabilities	947,819	298,000	428,479	—	442,130	4(a)(iii),4(b),4(f)	1,818,428
Long-term operating lease liabilities	—	114,000	163,915	(163,915)	—	3(c)	—
Long-term deferred revenue	—	109,000	156,726	—	(156,726)	4(a)(iv)	—
Total liabilities	5,822,628	909,000	1,307,006	—	3,913,475		11,043,109
Equity
Share capital	3,372,561	—	—	—	1,459,575	4(b)	4,832,136
Accumulated deficit	(571,785)	—	—	—	(72,675)	4(b),4(d)	(644,460)
Accumulated other comprehensive income (loss)	40,512	(85,000)	(122,218)	—	122,218	4(h)	40,512
Net parent investment	—	2,283,000	3,282,612	—	(3,282,612)	4(h)	—
Total equity	2,841,288	2,198,000	3,160,394	—	(1,773,494)		4,228,188
Total liabilities and equity	8,663,916	3,107,000	4,467,400	—	2,139,981		15,271,297

1 Amounts have been derived from the unaudited condensed combined balance sheet of the NGL Business of PMC as at March 31, 2025, which has been prepared and presented in millions of U.S. dollars. The NGL Business has historically operated as part of PAA and not as a standalone business. As a result, the Combined Financial Statements have been derived from PAA's historical accounting records and are presented on a "carve-out" basis.
2 The foreign exchange rate used to translate the U.S. dollar amounts is the CAD/USD exchange rate as at March 31, 2025 of 1.43785.

F-1-3-3

Keyera Corp.

Unaudited Pro Forma Condensed Consolidated Statement of Net Earnings and Comprehensive Income

For the three months ended March 31, 2025

(Thousands of Canadian dollars, unless otherwise indicated)

	Keyera (Historical)	PMC^{1,2} (USD)	PMC^{3} (CAD)	Presentation and GAAP Adjustments	Pro Forma Adjustments	Notes	Consolidated Pro Forma
Revenue	1,760,407	638,000	915,549	—	—		2,675,956
Expenses	(1,408,817)	—	—	(582,621)	—	3(f),3(i)	(1,991,438)
Operating margin	351,590	638,000	915,549	(582,621)	—		684,518
Purchases and related costs	—	(345,000)	(495,085)	495,085	—	3(f)	—
Field operating costs	—	(71,000)	(101,887)	101,887	—	3(f)	—
General and administrative expenses	(36,488)	(21,000)	(30,136)	1,435	—	3(g)	(65,189)
Finance costs	(51,826)	—	—	(23,771)	(24,137)	3(h),3(i),4(c),4(h)	(99,734)
Depreciation and amortization expenses	(91,087)	(30,000)	(43,051)	(13,540)	(8,439)	3(g),3(i),4(e),4(h)	(156,117)
Net foreign currency gain on U.S. debt and other	1,941	—	—	—	—		1,941
Long-term incentive plan expense	(5,192)	—	—	—	—		(5,192)
Other, net	—	(15,000)	(21,525)	21,525	—	3(h)	—
Earnings before income tax	168,938	156,000	223,865	—	(32,576)		360,227
Income tax expense	(38,603)	(37,000)	(53,096)	—	7,860	4(f)	(83,839)
Net earnings	130,335	119,000	170,769	—	(24,716)		276,388
Other comprehensive income (loss)
Foreign currency translation adjustment	(1,288)	2,000	2,870	—	(2,870)	4(h)	(1,288)
Comprehensive income	129,047	121,000	173,639	—	(27,586)		275,100
Earnings per share
Basic earnings per share	0.57					4(g)	[●]
Diluted earnings per share	0.57					4(g)	[●]
Weighted average number of common shares outstanding (thousands)
Basic	229,153						[●]
Diluted	229,153						[●]

1 Amounts have been derived from the unaudited condensed combined statement of operations and comprehensive income of the NGL Business of PMC for the three months ended March 31, 2025, which has been prepared and presented in millions of U.S. dollars. The NGL Business has historically operated as part of PAA and not as a standalone business. As a result, the Combined Financial Statements have been derived from PAA's historical accounting records and are presented on a "carve-out" basis.
2 Total revenues and total purchases and related costs include related party amounts of US $63 million and US $6 million, respectively.
3 The foreign exchange rate used to translate the U.S. dollar amounts is the average CAD/USD exchange rate for the three months ended March 31, 2025 of 1.43503.

F-1-3-4

Keyera Corp.

Unaudited Pro Forma Condensed Consolidated Statement of Net Earnings and Comprehensive Income

For the year ended December 31, 2024

(Thousands of Canadian dollars, except per share and share information)

	Keyera (Historical)	PMC^{1,2} (USD)	PMC^{3} (CAD)	Presentation and GAAP Adjustments	Pro Forma Adjustments	Notes	Consolidated Pro Forma
Revenue	7,138,441	1,720,000	2,354,112	—	—		9,492,553
Expenses	(5,752,840)	—	—	(1,636,929)	—	3(f),3(i)	(7,389,769)
Operating margin	1,385,601	1,720,000	2,354,112	(1,636,929)	—		2,102,784
Purchases and related costs	—	(925,000)	(1,266,020)	1,266,020	—	3(f)	—
Field operating costs	—	(307,000)	(420,182)	420,182	—	3(f)	—
General and administrative expenses	(117,142)	(85,000)	(116,337)	4,106	(90,000)	3(g),4(d)	(319,373)
Finance costs	(217,521)	—	—	(75,124)	(116,954)	3(h),3(i),4(c),4(h)	(409,599)
Depreciation and amortization expenses	(352,392)	(122,000)	(166,978)	(43,950)	(35,390)	3(g),3(i),4(e),4(h)	(598,710)
Net foreign currency loss on U.S. debt and other	(9,258)	—	—	—	—		(9,258)
Long-term incentive plan expense	(62,450)	—	—	—	—		(62,450)
Impairment expense	(3,397)	—	—	—	—		(3,397)
Net gain (loss) on disposal of property, plant and equipment	11,677	(1,000)	(1,369)	—	—		10,308
Other, net	—	(47,000)	(64,327)	65,695	—	3(h)	1,368
Earnings before income tax	635,118	233,000	318,899	—	(242,344)		711,673
Income tax expense	(148,490)	(60,000)	(82,120)	—	37,404	4(f)	(193,206)
Net earnings	486,628	173,000	236,779	—	(204,940)		518,467
Other comprehensive income (loss)
Foreign currency translation adjustment	32,772	(124,000)	(169,715)	—	169,715	4(h)	32,772
Comprehensive income	519,400	49,000	67,064	—	(35,225)		551,239
Earnings per share
Basic earnings per share	2.12					4(g)	[●]
Diluted earnings per share	2.12					4(g)	[●]
Weighted average number of common shares outstanding (thousands)
Basic	229,153						[●]
Diluted	229,153						[●]

1 Amounts have been derived from the audited combined statement of operations and comprehensive income of the NGL Business of PMC for the year ended December 31, 2024, which has been prepared and presented in millions of U.S. dollars. The NGL Business has historically operated as part of PAA and not as a standalone business. As a result, the Combined Financial Statements have been derived from PAA's historical accounting records and are presented on a "carve-out" basis.

2 Total revenues and total purchases and related costs include related party amounts of US $354 million and US $31 million, respectively.

3 The foreign exchange rate used to translate the U.S. dollar amounts is the average CAD/USD exchange rate for the year ended December 31, 2024 of 1.36867.

F-1-3-5

Keyera Corp.

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

As at and for the three months ended March 31, 2025 and for the year ended December 31, 2024

(Thousands of Canadian dollars, except as otherwise noted)

1. BASIS OF PRESENTATION

The accompanying Pro Forma Financial Statements have been prepared by management of Keyera and are derived from, and should be read in conjunction with:

the unaudited condensed interim consolidated financial statements of Keyera as at and for the three months ended March 31, 2025;
the audited consolidated financial statements of Keyera for the year ended December 31, 2024;
the unaudited condensed combined financial statements of the NGL Business of PMC as at and for the three months ended March 31, 2025 (the "Q1 Combined Financial Statements"), which have been prepared on a carve-out basis; and
the audited combined financial statements of the NGL Business of PMC as at and for the year ended December 31, 2024 (together with the Q1 Combined Financial Statements, the "Combined Financial Statements"), which have been prepared on a carve-out basis.

The historical unaudited condensed interim consolidated financial statements of Keyera as at and for the three months ended March 31, 2025, and the historical audited consolidated financial statements for the year ended December 31, 2024, were prepared in all material respects in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB"). The historical Combined Financial Statements of the NGL Business of PMC as at and for the three months ended March 31, 2025 and for the year ended December 31, 2024, were prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The accompanying Pro Forma Financial Statements have been prepared in all material respects using the recognition and measurement principles of IFRS Accounting Standards on a basis that is consistent with the accounting policies that are disclosed in the audited consolidated financial statements of Keyera for the year ended December 31, 2024.

For purposes of preparing the Pro Forma Financial Statements, Keyera has made certain reclassifications to the Combined Financial Statements of the NGL Business of PMC to conform to the presentation adopted by Keyera under IFRS Accounting Standards (refer to note 3), including material differences between the accounting requirements of U.S. GAAP and IFRS Accounting Standards. In addition, the preparation of the Pro Forma Financial Statements requires the assessment of relevant pro forma adjustments, which can be found in note 4.

The Pro Forma Financial Statements have been prepared using the acquisition method under IFRS 3, Business Combinations. Based on the purchase price that is detailed in the Acquisition Agreement, the purchase price is approximately $5.15 billion, subject to adjustments. Details of the preliminary purchase price allocation can be found in note 4.

F-1-3-6

The Pro Forma Financial Statements have been prepared by Keyera using information that is available as of the date that they were prepared and include assumptions that management believes are reasonable in the preparation of pro forma financial statements. The Pro Forma Financial Statements may not be indicative of: (i) the results that would have been achieved if the transactions reflected therein had been completed on the dates indicated, or (ii) the results which may be obtained in the future. The final purchase price allocation will reflect the fair value, at the purchase date, of consideration transferred and liabilities assumed based on Keyera's review and evaluation of such assets and liabilities following the closing of the Acquisition. As a result, the final purchase price allocation may differ materially from the preliminary purchase reflected herein.

The Pro Forma Financial Statements should be read in conjunction with the description of the Acquisition and the financing thereof provided in the Prospectus, the audited and unaudited combined financial statements of PMC, including the notes thereto, included in the Prospectus, and the audited and unaudited consolidated financial statements of Keyera.

Management believes the underlying assumptions for the pro forma adjustments described below provide a reasonable basis for presenting the significant financial effects directly attributable to the Acquisition. These pro forma adjustments are preliminary and are based on financial information, estimates and assumptions that are currently available. Since Keyera has yet to determine the fair value of the assets acquired and liabilities assumed in the Acquisition, the values included in the Combined Financial Statements of the NGL Business of PMC have been used as a starting point in determining the preliminary purchase price allocation presented in note 4a below. The actual adjustments to the purchase price allocation will depend on numerous factors, including the net assets of the NGL Business of PMC on the closing date of the Acquisition and additional information that becomes available, including changes to preliminary estimates and assumptions. Accordingly, it is expected that the final pro forma adjustments will differ from the preliminary pro forma adjustments noted below, and such differences may be material. Any final adjustments may change the allocation of the purchase price. This could affect the fair value assigned to the assets acquired and the liabilities assumed and could result in a change to the purchase price allocation, including the recognition of goodwill.

As of the current date, Keyera is not aware of any additional reclassifications or adjustments that would have a material impact on the unaudited pro forma financial information that is not already reflected in the Pro Forma Financial Statements.

2. DESCRIPTION OF THE TRANSACTION

Pursuant to the Acquisition Agreement, the purchase price is $5.15 billion, subject to adjustments.

The accompanying Pro Forma Financial Statements assume that, at closing, the Acquisition will be financed as follows:

gross proceeds of approximately $1.5 billion from the distribution of [●] million subscription receipts (excluding the over-allotment option) (refer to note 4b); and
funding provided under a senior unsecured bridge and term loan facilities in an aggregate principal amount of $3.65 billion (the "Acquisition Credit Facilities"). The Acquisition Credit Facilities, as described in the Prospectus, consist of: (i) a non-revolving syndicated bridge loan credit facility in an aggregate principal amount of $2.5 billion; and (ii) a non-revolving syndicated term loan credit facility in an aggregate principal amount of $1.15 billion (refer to note 4c).

Existing cash on hand and other sources available to Keyera, including from the issuance of other securities and from Keyera's unsecured revolving credit facility, may also be used to finance the Acquisition and to pay the Underwriters' Fee (as defined in the Prospectus) of approximately $52.5 million.

The sale of the subscription receipts, the holders of which are entitled to receive common shares upon closing of the Acquisition, is assumed to be completed through a public offering as described in the Prospectus.

F-1-3-7

F-1-3-8

3. UNAUDITED PRO FORMA PRESENTATION AND GAAP ADJUSTMENTS

For purposes of preparing the Pro Forma Financial Statements, Keyera has made the following reclassifications to the Combined Financial Statements of the NGL Business of PMC to conform to the presentation adopted by Keyera:

Unaudited Pro Forma Condensed Consolidated Statement of Financial Position

a) Long-term financial instrument derivative liabilities ($30 million) have been reclassified from other long-term liabilities to long-term derivative financial instrument liabilities.

b) Linefill ($95 million) has been reclassified to property, plant and equipment.

c) Operating lease assets ($197 million) and finance lease assets ($33 million) have been reclassified to right-of-use assets (finance lease assets have been recognized in property, plant and equipment on the combined balance sheet of the NGL Business of PMC). The current and long-term portions of operating lease liabilities ($47 million and $164 million, respectively) have been reclassified to current and long-term lease liabilities.

d) Accrued taxes ($13 million) have been reclassified from other current liabilities to trade and other payables, and provisions.

e) Accruals for short-term and long-term environmental provisions ($3 million and $9 million, respectively) and asset retirement obligations ($30 million) presented in other current and long-term liabilities have been reclassified to the current and long-term decommissioning liability balances, respectively.

Unaudited Pro Forma Condensed Consolidated Statements of Net Earnings and Comprehensive Income

f) Purchases and related costs (for the year ended December 31, 2024 – $1.3 billion and for the three months ended March 31, 2025 – $495 million), and field operating costs (for the year ended December 31, 2024 – $420 million and for the three months ended March 31, 2025 – $102 million) presented in the combined statements of operations and comprehensive income of the NGL Business of PMC have been reclassified to operating expenses.

g) PAA has allocated depreciation expense to the NGL Business related to assets of PAA that are not included in the unaudited condensed combined balance sheet of the NGL Business of PMC. The depreciation charges have been recorded in general and administrative expenses in the combined statements of operations and comprehensive income of the NGL Business of PMC (for the year ended December 31, 2024 – $4 million and for the three months ended March 31, 2025 – $1 million). These amounts have been reclassified to depreciation and amortization expenses in the Pro Forma Financial Statements prior to being eliminated (refer to note 4h).

h) PAA has allocated interest expense to the NGL Business relating to PAA's third-party debt that is not included in the unaudited condensed combined balance sheet of the NGL Business of PMC. This interest expense has been recorded in other expenses – interest expense in the combined statement of operations and comprehensive income of the NGL Business of PMC (for the year ended December 31, 2024 – $66 million and for the three months ended March 31, 2025 – $22 million). These amounts have been reclassified to finance costs prior to being eliminated (refer to note 4h).

U.S. GAAP and IFRS Accounting Standards Differences

For purposes of preparing the Pro Forma Financial Statements, Keyera has made the following pro forma adjustments to conform to the IFRS Accounting Standards as issued by the IASB.

Lessee Lease Accounting

i) The operating lease accounting requirements of U.S. GAAP for lessee leases are not applicable under the requirements of IFRS Accounting Standards. Accordingly, the operating lease costs (for the year ended December 31, 2024 – $49 million and for the three months ended March 31, 2025 – $14 million) recognized on the unaudited condensed combined and audited combined statements of operations and comprehensive income of the NGL Business of PMC, and which have been reclassified to operating expenses, have been removed and replaced with charges to finance costs (for the year ended December 31, 2024 – $9 million and for the three months ended March 31, 2025 – $2 million) and depreciation and amortization expenses (for the year ended December 31, 2024 – $40 million and for the three months ended March 31, 2025 – $12 million) in the unaudited pro forma condensed consolidated statements of net earnings and comprehensive income. The portion allocated to finance costs has been assessed using the weighted-average discount rates for operating leases disclosed in the notes to the Combined Financial Statements, which does not result in a materially different adjustment had Keyera's weighted-average discount rate been used.

4. UNAUDITED PRO FORMA ADJUSTMENTS AND RELATED ASSUMPTIONS

The pro forma adjustments have been prepared by Keyera using information that is available as of the date that the Pro Forma Financial Statements were prepared and include assumptions that management believes are reasonable in the preparation of pro forma financial statements.

a) Assumed Financing Structure and Preliminary Purchase Price Allocation

The following is the assumed financing structure for the estimated funding requirements related to the Acquisition for the purposes of the Pro Forma Financial Statements. These estimates have been reflected in the accompanying Pro Forma Financial Statements and are discussed in more detail below.

(Thousands of Canadian dollars)

Estimated Purchase Price (subject to adjustments)	5,150,000
Subscription receipts¹	1,500,000
Acquisition Credit Facilities²	3,650,000
Total Assumed Financing Structure	5,150,000

¹ This amount does not include the Underwriters' Fee of approximately $52.5 million, which will be paid with existing cash on hand and other sources available to Keyera, including from Keyera's unsecured revolving credit facility.
² This loan transaction will occur once the Acquisition closes. Borrowings under the Acquisition Credit Facilities will be dependent on the remaining funds required to finance the Acquisition.

In accordance with the acquisition method under IFRS 3, Business Combinations, the purchase price has been allocated to the estimated fair values of PMC's acquired assets and assumed liabilities as at March 31, 2025:

(Thousands of Canadian dollars)	PMC¹	Fair Value and Other Adjustments	Notes	Fair Value
ASSETS
Cash and cash equivalents	452,923	—		452,923
Trade and other receivables, net	327,830	—		327,830
Derivative financial instruments – current	48,887	(4,889)	4(a)(i)	43,998
Inventory	195,548	—		195,548
Other current assets	5,752	(5,020)	4(a)(ii)	732
Property, plant and equipment, net	2,947,592	2,429,008	4(a)(iii)	5,376,600
Right-of-use assets	230,056	—		230,056
Long-term inventory	66,141	—		66,141
Other long-term assets	192,671	(135,593)	4(a)(ii)	57,078
Total assets	4,467,400	2,283,506		6,750,906
LIABILITIES
Trade and other payables, and provisions	388,431	—		388,431
Derivative financial instruments – current	5,751	(575)	4(a)(i)	5,176
Current portion of decommissioning liability	3,490	—	4(a)(v)	3,490
Current portion of lease liabilities	47,449	—		47,449
Other current liabilities	22,180	—		22,180
Derivative financial instruments – long-term	30,044	(3,004)	4(a)(i)	27,040
Decommissioning liability	38,933	—	4(a)(v)	38,933
Long-term lease liabilities	163,915	—		163,915
Deferred tax liabilities	428,479	454,205	4(a)(iii)	882,684
Long-term deferred revenue	156,726	(156,726)	4(a)(iv)	—
Other long-term liabilities	21,608	—		21,608
Total liabilities	1,307,006	293,900		1,600,906
Fair value of net assets at March 31, 2025	3,160,394			5,150,000
Estimated purchase price				5,150,000

¹ Represents carve-out values disclosed in the unaudited condensed combined balance sheet of the NGL Business of PMC, which have been translated using a CAD/USD foreign exchange rate of 1.43785 as at March 31, 2025. Amounts disclosed include unaudited presentation and GAAP adjustments.

F-1-3-9

Under the acquisition method, the assets acquired (both tangible and intangible) and the assumed liabilities of the acquired entity are predominantly measured at their estimated fair values at the date of acquisition. These preliminary fair value estimates of the acquired assets and assumed liabilities, and the related assumptions used to calculate fair value, are subject to final review and valuation. Any adjustments arising from final valuation may be materially different from the values shown on the unaudited pro forma condensed consolidated statement of financial position and may result in an amount recorded for goodwill on the statement of financial position if the purchase price exceeds the fair value of the net assets acquired. Goodwill is not amortized; however, is assessed for impairment at a minimum, on an annual basis.

The preliminary estimates presented above will be updated after the Acquisition closes and will be based on management's final review and evaluation. Since Keyera has not yet determined the fair value of PMC's acquired assets and assumed liabilities for the NGL Business, the following methodologies and assumptions were utilized in arriving at the preliminary estimate of fair values. Unless otherwise indicated, the carrying values of working capital and other items have been assumed to approximate their fair values.

i) Includes an adjustment for assets acquired or liabilities assumed that were allocated on a comingled basis as part of the carve-out methodologies used to prepare the Combined Financial Statements of the NGL Business of PMC. The adjustment represents an initial estimate of the value that is not applicable to the NGL Business.

ii) Includes an adjustment for prepayments and deposits recognized in the unaudited condensed combined balance sheet of the NGL Business of PMC for the three months ended March 31, 2025, as Keyera does not expect to retain these assets upon closing of the Acquisition.

iii) Includes an initial fair value adjustment of approximately $2 billion to reflect the benefits that the property, plant and equipment assets are expected to generate over their remaining economic useful lives. An associated deferred tax liability of $454 million has been recorded in relation to the fair value bump.

iv) Deferred revenue included in the unaudited condensed combined statement of operations and comprehensive income of the NGL Business of PMC for the three months ended March 31, 2025, represents a contract liability from a contract with a customer that will be assumed by Keyera as part of the Acquisition. Accordingly, an adjustment has been made to measure this liability at the anticipated acquisition-date fair value.

v) A revised estimate of the fair value of the NGL Business' decommissioning liability provision using inflation and discount rate assumptions that are consistent with Keyera's assumptions did not result in a material difference to the amount recorded on the unaudited condensed combined balance sheet of the NGL Business of PMC as at March 31, 2025. Accordingly, no adjustment has been made to the preliminary purchase price allocation for this difference.

b) Subscription Receipts

Financing the Acquisition includes the completion of a bought deal offering of [●] million subscription receipts resulting in total gross proceeds of approximately $1.5 billion. Each subscription receipt is priced at $[●] and will entitle the holder thereof to automatically receive, without payment of additional consideration and without further action, one common share of Keyera. While they remain outstanding, the subscription receipt holders are entitled to receive cash payments ("Dividend Equivalent Payments") per subscription receipt that are equal to an amount equivalent to any common share dividends declared by Keyera. Keyera has assumed that 100% of the subscription receipts will be converted to common shares upon closing of the Acquisition.

The Pro Forma Financial Statements do not reflect the exercise of the underwriters' over-allotment option. At the assumed transaction dates described in note 1, the subscription receipts are assumed to have been converted to common shares of Keyera with the following adjustments included in the Pro Forma Financial Statements:

The $1.5 billion of gross proceeds from the sale of the subscription receipts released from escrow have been recorded in the unaudited pro forma condensed consolidated statement of financial position as at March 31, 2025. Since interest is earned while funds are held in escrow and any Dividend Equivalent Payments earned are paid at the time the common share dividends are paid, the proceeds have been adjusted to reflect the net of the following estimates: (i) $17 million of interest income (net of taxes of $5 million) earned while the funds were held in escrow, less (ii) $[●] million of Dividend Equivalent Payments made prior to the closing of the Acquisition. An offsetting pro forma adjustment has been recorded in retained earnings and share capital, respectively on the unaudited pro forma condensed consolidated statement of financial position as at March 31, 2025.

F-1-3-10

Underwriting and other transaction costs are estimated to be approximately $52.5 million. These have been recorded as a deduction from equity with a corresponding deferred income tax asset of $12 million based on Keyera's Canadian statutory income tax rate of approximately 23%.

c) Long-term Debt and Other Borrowings

For the purposes of the Pro Forma Financial Statements, the closing of the Acquisition is assumed to be financed by gross proceeds of approximately $1.5 billion from the distribution of [●] million subscription receipts (excluding the over-allotment option) and funding provided under the Acquisition Credit Facilities in an aggregate principal amount of $3.65 billion.

For the year ended December 31, 2024, incremental finance costs of $168 million have been estimated as the aggregate interest on the Acquisition Credit Facilities.

For the three months ended March 31, 2025, incremental finance costs of $42 million have been estimated as the aggregate interest on the Acquisition Credit Facilities.

Debt issuance costs for the Acquisition Credit Facilities are expected to be $17 million.

d) Acquisition Costs

A pro forma adjustment has been made to reflect the estimated total acquisition costs of $90 million, which has been included in retained earnings on the unaudited pro forma condensed consolidated statement of financial position as at March 31, 2025. For the year ended December 31, 2024, estimated acquisition costs of $90 million have been included in general and administrative expenses in the unaudited pro forma condensed consolidated statement of net earnings and comprehensive income.

e) Depreciation and Amortization Expenses

Depreciation and amortization expenses have been adjusted to reflect the additional depreciation expense on the estimated fair value adjustments allocated to property, plant and equipment per the preliminary purchase price allocation noted in 4(a)(iii) (for the year ended December 31, 2024 – $39 million and for the three months ended March 31, 2025 – $10 million). In calculating these adjustments, Keyera has assumed estimated useful lives that are consistent with those disclosed in the Q1 Combined Financial Statements of the NGL Business of PMC.

f) Income Taxes

For the purpose of the pro forma adjustments included in the Pro Forma Financial Statements, an effective income tax rate of approximately 23% has been applied.

For the initial fair value adjustment reflected in note 4(a)(iii), a related deferred tax liability of $454 million has been recognized, with a corresponding offset recognized in property, plant and equipment.

g) Net Earnings per Share

Net earnings per share is calculated by dividing the pro forma net earnings applicable to the common shares by the weighted average number of shares outstanding for the year ended December 31, 2024 and three months ended March 31, 2025. Keyera assumes that 100% of the subscription receipts will be converted to common shares, excluding the over-allotment option. Accordingly, this calculation reflects the assumed issuance of [●] million common shares on January 1, 2024 to the holders of subscription receipts.

F-1-3-11

h) Elimination of Amounts in the NGL Business of PMC

The following amounts related to the NGL Business of PMC have been eliminated:

The depreciation expense that PAA has allocated to the NGL Business, which has been reclassified to depreciation and amortization expenses in the Pro Forma Financial Statements (refer to note 3g);
The interest expense that PAA has allocated to the NGL business relating to PAA's third-party debt, which has been reclassified to finance costs in the Pro Forma Financial Statements (refer to note 3h);
The net parent investment; and
The foreign currency translation adjustment and accumulated other comprehensive income balances.

F-1-3-12

I-1

INVESTOR PRESENTATION

[See attached]

KEYERA

Transformative Acquisition of Plains' Canadian NGL Business

Accelerating Growth, Expanding Reach, Creating Value for Customers and Shareholders

June 2025

OUR PURPOSE

Empowering the lives of people today to create a sustainable tomorrow.

OUR MISSION

Connecting energy for life.

OUR VISION

To be the North American leader in delivering energy infrastructure solutions.

Acquisition of Plains' Canadian NGL Business

Transaction Overview

Keyera to acquire substantially all of Plains' Canadian NGL business and select US assets for total purchase price of $5.15 billion in cash consideration, subject to adjustments

Brings key NGL platform under Canadian Ownership, supporting Canadian infrastructure, energy security and economic resilience
Represents ~7.8x expected 2025E adjusted EBITDA¹, or ~6.8x including run-rate synergies
Delivers mid-teens percentage accretion to distributable cash flow per share¹,² in the first full year
Prudently funded to maintain balance sheet strength and flexibility, with pro forma net debt to adjusted EBITDA³ within target range of 2.5-3.0x
Fully financed with secured, committed bridge facility
Concurrent $1.8 billion bought deal equity offering and subsequent debt financing de-risks funding plan
Expected to close in Q1 2026, subject to regulatory approvals

I-4

I-2.3. See slide 16 for notes regarding this slide.

Strategic Acquisition Extending Keyera's Integrated Value Chain

Complements Keyera's existing business with an expanded NGL service offering and diversified market access

Enhances scale of NGL infrastructure by combining Keyera's and Plains' gathering, fractionation and storage operations
Extends integrated value chain to eastern North America, providing geographic diversification and expanded reach to downstream customers
Unlocks commercial potential, by applying Keyera's expertise in risk management, marketing, and operational optimization to improve margins and drive performance
Delivers meaningful synergies, with approximately $100 million of expected near-term annual cost savings and operational enhancements in the first full year
Maintains strong contract foundation, with ~70% of pro forma fee-for-service realized margin supported by long-term commercial agreements reinforcing dividend sustainability and growth

Pro Forma Business Statistics		Δ
G&P Capacity
(~50% Montney)	~2.2 Bcf/d
Straddle Capacity	~5.7 Bcf/d	+ ~5.7
C3+ Fractionation^{1}	~347 kbpd	+ ~193
NGL Storage	~44 MMbbls	+ ~23
NGL Pipeline Capacity	~1,955 kbpd	+ ~575

Acquisition of Plains' Canadian NGL Business

Favourable North American Natural Gas Macro Dynamics

Strong demand pull for low-cost, long-life WCSB inventory driving continued volume growth for gas and NGL's

WCSB plays among the lowest supply cost and fastest growing in North America, with long inventory lives
Strong demand pull for WCSB production driven by LNG, petrochemicals, power needs from AI and data centres
Montney, Duvernay and Deep Basin gas production expected to grow by ~6 Bcf/d by 2040
Associated NGL volumes expected to grow by ~500 Mbbl/d by 2040

Production Outlook – Montney, Deep Basin, Duvernay¹

NGL/C5 Production (Mbbl/d)

Tier I Inventory Life²

WCSB Natural Gas Flows¹,³

Acquisition of Plains' Canadian NGL Business

Plains NGL

Overview of Plains' Canadian NGL Business

Integrated commercial platform connecting growing WCSB supply to eastern Canada and the U.S.

Large scale NGL platform with access to diverse sources of NGL supply and various demand markets across North America
Fully integrated system with facilities and infrastructure to extract, fractionate, transport and store NGLs and market spec products to high-value markets
Highly flexible asset base which leverages storage and logistical expertise to maximize value for customers
Balanced business mix of fee-for-service and marketing provide strong foundation of margin stability with incremental marketing opportunities

Acquisition of Plains' Canadian NGL Business

Plains NGL

Acquired Assets Segmented Overview and Margin Contribution

An integrated and geographically diverse portfolio of assets

Asset & Description	Realized Margin^{1} Contribution 2026E^{2}
Co-Ed
C3+ and C5+ pipeline systems delivering Deep Basin volumes into Edmonton and PFS	~ 10%
Plains Fort Saskatchewan
Major NGL receipt, storage, fractionation and delivery facility with connectivity to regional NGL plants, pipelines and rail loading terminals	~ 25%
Empress & Prairie Assets
~5.7 Bcf/d straddle complex with dedicated pipeline connectivity to storage and rail loading across the Prairies; optionality to fractionate on site or transport to Sarnia	~ 15%
Sarnia & Great Lakes
Terminus of Plains' integrated value chain, serving as a large-scale fractionation and storage hub to support the sale of NGLs into high-value eastern markets	~ 10%
Non-Fee-for-Service
Fractionation spread and NGL Marketing business generated by activities at Empress and across the platform	~ 40%

Acquisition of Plains' Canadian NGL Business

Plains NGL

Plains' Canadian NGL Business Anchored by Long-Term Contracts

High-quality cash flows preserve Keyera's low risk, highly stable, contracted base

Strong credit portfolio with 75% of customers rated investment grade or secured through prepayments, deposits, letters of credit, or credit insurance
Fee-for-service cash flows underpinned by long-term contracts with weighted average remaining life of 10.5 years
Strong fundamentals for Marketing segment opportunities through strong WCSB supply, resilient eastern North American demand, and ability to capture seasonal arbitrage

Plains NGL High-Quality Cash Flows¹
Credit Quality

Fee-For-Service

Acquisition of Plains' Canadian NGL Business

1.2. See slide 18 for notes regarding this slide.

Keyera Pro Forma

Acquisition Builds on Keyera's Strong Momentum

| | Sanctioned Frac II Debottleneck | • Adds 8,000 bpd of frac capacity under long-term take-or-pay contracts
• Expected in-service date: mid-2026 |
| --- | --- | --- |
| | Signed Commercial Agreements with AltaGas | • Extends Keyera's value chain providing diversified market access for customers
• Provides contractual support for growth projects |
| | North G&P Contracting Success | • New integrated contracts at Wapiti and Simonette
• Wapiti expected to reach effective capacity in 2026, a year ahead of schedule |
| | Sanctioned KFS Frac III | • Adds 47,000 bpd of frac capacity
• Substantially all frac capacity at KFS is now contracted under long-term take-or-pay contracts
• Expected in-service date: 2028 |
| | Sanctioned KAPS Zone 4 | • 85 km expansion to access liquids rich Montney in NEBC and NW AB
• Expected in-service date: mid-2027
• Secured over 75,000 bpd on Zones 1-4 in recent months at 75% take-or-pay for an average of ~11 years |
| | Acquisition of Plains' Canadian NGL Business | • Optimizes position in Fort Saskatchewan, increasing scale and efficiency of NGL infrastructure
• Extends the integrated NGL value chain to eastern Canada and U.S.
• Creates a platform for future investment and accelerated growth on a capital efficient basis
I-10 |

Acquisition of Plains' Canadian NGL Business

Keyera Pro Forma

Creating a Cross-Canada NGL Corridor

Connecting production to key demand centers, delivering greater flexibility and market access for customers

Acquisition of Plains' Canadian NGL Business

Keyera Pro Forma

Maximizing Customer Networks Through Complementary Capabilities

Product	Capabilities			Demand Drivers	Opportunity
	Keyera	Plains	Pro Forma
Ethane (C2)		☑	☑	Medical grade plastics, sterile packaging	✓ Expands opportunity set within Alberta
Propane (C3)	☑	☑	☑	Light weight automotive, food packaging, heating	✓ Plains assets expand access to eastern North America and Sarnia complementing Keyera's global market access through the AltaGas agreement
Butane (C4)	☑	☑	☑	Feedstock for iso-octane, gasoline blending	✓ Plains customers gain access to Keyera's premium butane and condensate systems
Iso-Octane (iC8)	☑		☑	Environmental standards, clean burning engines
Condensate (C5+)	☑	☑	☑	Oil sands diluent	✓ Increased condensate demand expected to drive continued strong utilization

Acquisition of Plains' Canadian NGL Business

Keyera Pro Forma

Accelerating Keyera's Growth with Scalable Platform

I-13

Substantial Fee-Based Adjusted EBITDA¹ Growth

Acquisition of Plains' Canadian NGL Business

1.2. See slide 18 for notes regarding this slide.

Keyera Pro Forma

Stable Cash Flow from a Resilient Platform

Pro Forma Business Mix (Average 2026E-2028E)

Expected Realized Margin¹ by Business Segment

High-Quality Cash Flow Composition on Pro Forma Basis (Average 2026E-2028E)

Expected Total Realized Margin¹
No
Free-for-
Service
55%
45%
Non
Take-or-Pay
Take-or-Pay

Expected Revenue Break-Down
(by customer type)
28%
72%
Non
Investment
Grade²
Investment
Grade²

I-14

Acquisition of Plains' Canadian NGL Business

I.2. See slide 18 for notes regarding this slide.

Keyera Pro Forma

Financing Package Preserves Financial Strength and Flexibility

Fully committed financing to fund the acquisition
Includes a $1.8 billion equity bought deal (subscription receipts) announced concurrently, with 15% over-allotment option
Remaining funding is anticipated through a mix of debt securities and bank facilities to ensure Keyera maintains a strong balance sheet and investment grade credit ratings
Disciplined structure further supported by a proven track record of deleveraging and rapid post integration debt reduction
Keyera's robust risk management program ensures cash flow stability and margin protection

Pro Forma Net Debt / Adjusted EBITDA¹,²

Acquisition of Plains' Canadian NGL Business

1. See slide 18 for notes regarding this slide.

Unlocking Synergies for Immediate and Long-Term Value

Acquisition of Plains' Canadian NGL Business

Accelerating Growth, Expanding Reach, Creating Value for Customers and Shareholders

☑ Expands core NGL business
☑ Diversifies product supply and market reach
☑ Enhances customer service offering
☑ Maintains investment grade credit
☑ Rare strategic acquisition opportunity

| | Scalable Platform with Visible Growth
~50% increase in fee-based Adj. EBITDA^{1} in first full year including near-term synergies | Strong and Stable Cash Flows
~70% of realized margin^{1} from fee-for-service business segments |
| --- | --- | --- |
| Strengthened
Dividend Growth
Profile
Supported by growth in fee-for-service cash flow and conservative pro forma payout ratio
(1) | Unlocks Meaningful Synergies
~$100 MM
annual near-term savings plus future commercial upside | Financial Strength and Flexibility
2.5 to 3.0 times
net debt to adj. EBITDA^{3} target, supported by funding plan structured to maintain balance sheet strength |

Acquisition of Plains' Canadian NGL Business
1.2.3.4. See slide 16 for notes regarding this slide.

Acquisition of Plains' Canadian NGL Business
I-10

CONTACT INFORMATION

1-888-699-4853

[email protected]

WWW.KEYERA.COM

Keyera Corp.

The Ampersand, West Tower 200

144 – 4th Avenue SW

Calgary, Alberta

T2P 3N4

Dan Cuthbertson

General Manager, Investor Relations

Katie Shea, CPA, CFA

Senior Advisor, Investor Relations

SLIDE NOTES

Slide 3

Is not a standard measure under GAAP or is an Other Financial Measure. See slides titled "Non-GAAP and Other Financial Measures" and "Forward-Looking Information" for additional information
Keyera calculates distributable cash flow per share after cash taxes and maintenance capital expenditures
Net Debt to EBITDA for covenant test purposes excludes 100% of the company's subordinated hybrid notes

Slide 4

Fractionation volumes include 55 kbpd (gross) KFS Frac III expansion / Frac II de-bottleneck, and 30 kbpd (net) PFS expansion

Slide 5

S&P Global Commodities, Wood Mackenzie
Enverus. Inventory breakevens based on PV10 and 20:1 WTI:HH
CER

Slide 7

Is not a standard measure under GAAP or is an Other Financial Measure. See slides titled "Non-GAAP and Other Financial Measures" and "Forward-Looking Information" for additional information
Forecasted 2026E Realized Margin as per Keyera model

Slide 8

Plains cash flow quality measured based on Keyera forecasted 2026 – 2028 average
Investment Grade includes counterparties who have split-rating which denoted counterparty that has with an investment grade rating by one rating agency and a non-investment grade rating by the other rating agency. Investment Grade also includes secured counterparties who have prepay terms or a posted letter of credit. Counterparties with less than 50% investment grade ratings are considered non-investment grade. Parent's credit rating used when parental guarantees exist.

Slide 12

Is not a standard measure under GAAP or is an Other Financial Measure. See slides titled "Non-GAAP and Other Financial Measures" and "Forward-Looking Information" for additional information
Reflects year-over-year growth from full-year impact from the acquisition of Plains' Canadian NGL Business and includes $100 million of synergies expected to be realized in the first full year.

Slide 13

Is not a standard measure under GAAP or is an Other Financial Measure. See slides titled "Non-GAAP and Other Financial Measures" and "Forward-Looking Information" for additional information
Investment Grade includes counterparties who have split-rating which denoted counterparty that has with an investment grade rating by one rating agency and a non-investment grade rating by the other rating agency. Investment Grade also includes secured counterparties who have prepay terms or a posted letter of credit. Counterparties with less than 50% investment grade ratings are considered non-investment grade. Parent's credit rating used when parental guarantees exist.

Slide 14

Net Debt to EBITDA for covenant test purposes excludes 100% of the company's subordinated hybrid notes
Assumes exercise of over-allotment on equity financing

Slide 16

Is not a standard measure under GAAP or is an Other Financial Measure. See slides titled "Non-GAAP and Other Financial Measures" and "Forward-Looking Information" for additional information
Keyera calculates distributable cash flow per share after cash taxes and maintenance capital expenditures
Net Debt to EBITDA for covenant test purposes excludes 100% of the company's subordinated hybrid notes

Acquisition of Plains' Canadian NGL Business

General Advisory

A base shelf prospectus of Keyera Corp. ("Keyera" or the "Corporation") dated December 12, 2023 (the "base shelf prospectus") containing important information relating to the securities described in this presentation (the "Presentation") has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the base shelf prospectus, any amendment to the base shelf prospectus and any applicable shelf prospectus supplement have been filed on SEDAR+. Delivery of the base shelf prospectus, any amendment to the base shelf prospectus and any applicable shelf prospectus supplement will be satisfied in accordance with the "access equals delivery" provisions of applicable securities legislation. An electronic copy or paper copy of the base shelf prospectus, any amendment to the base shelf prospectus and any applicable shelf prospectus supplement may be obtained on request without charge from the Director, Investor Relations of Keyera Corp. at 200, 144 - 4th Avenue S.W., Calgary, Alberta, T2P 3N4 (telephone: 1-888-699-4853) and are also available electronically at www.sedarplus.ca. This Presentation does not provide full disclosure of all material facts relating to the securities offered. Investors should read the base shelf prospectus, any amendment and any applicable shelf prospectus supplement, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Acquisition of Plains' Canadian NGL Business

Forward Looking Information

To provide readers with information regarding Keyera, including its assessment of future plans, operations and financial performance, certain statements contained herein contain forward-looking information within the meaning of applicable Canadian securities legislation (collectively, "forward-looking information"). Forward-looking information relate to future events and/or Keyera's future performance. Forward-looking information are predictions only; actual events or results may differ materially. Use of words such as "continue", "estimate", "expect", "may", "will", "project", "plan", "intend", "believe", "accelerate", "deliver", "optimize", "increase", "extend", "unlock", "maintain", "forecast", "expand", "preserve", "enhance", "diversify", "create" and similar expressions (including negatives thereof), is intended to identify forward-looking information. All statements other than statements of historical fact contained herein are forward-looking information, including, without limitation, statements regarding statements regarding operating and financial results and capital and other expenditures of Keyera (including those forming part of expected 2025 year-end results and future years' guidance); anticipated benefits of the acquisition of Plains Canada's NGL Assets (the "Acquisition") including expected adj. EBITDA, realized margin, cash flow, synergies and cost savings, expected closing date of the Acquisition, anticipated pro forma business statistics of the Acquisition, the development and timing of future growth projects, including the debottleneck of KFS Frac II, KAPS Zone 4, KFS Frac III, and returns from such projects including frac capacity; financial and capital targets and priorities; Keyera's vision, business strategy and plans of management; anticipated growth and proposed activities; future opportunities, expected capacities associated with capital projects; expected sources of and demand for energy and associated capacity expansion opportunities; estimated utilization rates; Keyera's plans for allocating capital, including with respect to growth capital investment, dividend growth and share repurchases under its normal course issuer bid; Keyera's plans to maintain an investment grade credit rating post-Acquisition, and expected commodity prices and production levels.

Forward-looking information reflect management's current beliefs and assumptions with respect to such things as outlook for general economic trends, industry forecasts and/or trends, commodity prices, capital markets, and government, regulatory and/or legal environment and potential impacts thereof. In some instances, forward-looking information may be attributed to third party sources. Management believes its assumptions and analysis are reasonable and that expectations reflected in forward-looking information contained herein are also reasonable. However, Keyera cannot assure readers these expectations will prove to be correct, and differences could be material.

All forward-looking information involve known and unknown risks, uncertainties and other factors that may cause actual results, events, levels of activity and achievements to differ materially from those anticipated in the forward-looking information. The principal risks, uncertainties, and other factors affecting Keyera and its business are contained in Keyera's 2024 Year-End Report dated February 13, 2025 and in Keyera's Annual Information Form, dated March 5, 2025, each filed on SEDAR+ at www.sedarplus.ca and available on the Keyera website at www.keyera.com.

Proposed construction and completion schedules and budgets for capital projects are subject to many variables, including weather; availability of and/or prices of materials and/or labour; customer project schedules and expected in-service dates; contractor productivity; contractor disputes; quality of cost estimating; decision processes and approvals by joint venture partners; changes in project scope at the time of project sanctioning; legislation and regulations and regulatory and other approvals, conditions or delays (including possible intervention by third parties); Keyera's ability to secure adequate land rights and water supply; and macro socio-economic trends. As a result, expected timing, costs and benefits associated with these projects may differ materially from descriptions contained herein. Further, some of the projects discussed herein are subject to securing sufficient producer/customer interest and may not proceed, or proceed as expected, if sufficient commitments are not obtained. Typically, the earlier in the engineering process that projects are sanctioned, the greater the likelihood that the schedule and budget may change.

Acquisition of Plains' Canadian NGL Business

Forward Looking Information (cont'd)

In addition to factors referenced above, Keyera's expectations with respect to future returns associated with certain growth capital projects not yet sanctioned are based on a number of assumptions, estimates and projections developed based on past experience and anticipated trends, including but not limited to: sanction of such projects; capital cost estimates assuming no material unforeseen costs; timing for completion of growth capital projects; customer performance of contractual obligations; reliability of production profiles; commodity prices, margins and volumes; tax and interest and exchange rates; availability of capital at attractive prices; and no changes in legislative, regulatory or approval requirements, including no delay in securing any outstanding regulatory approvals.

This Presentation includes historical, current and forecast market and industry data that has been obtained from third party or public sources. Although management of Keyera believes such information to be reliable, none of such information has been independently verified by Keyera.

All forward-looking information contained herein are expressly qualified by this cautionary statement. Readers are cautioned they should not unduly rely on this forward-looking information and that information contained in such forward-looking information may not be appropriate for other purposes. Further, readers are cautioned that the forward-looking information contained herein is made as of June 17, 2025. Unless required by law, Keyera does not intend and does not assume any obligation to update any forward-looking information. Further information about the factors affecting forward-looking statements and management's assumptions and analysis thereof, is available in filings made by Keyera with Canadian provincial securities commissions, which can be viewed on SEDAR+ at www.sedarplus.ca.

Acquisition of Plains' Canadian NGL Business

Non-GAAP and Other Financial Measures

This presentation refers to certain financial and other measures that are not determined in accordance with Generally Accepted Accounting Principles (GAAP), such as: adjusted EBITDA, distributable cash flow (DCF), DCF per share, payout ratio, compound annual growth rate (CAGR) for DCF per share, CAGR for fee-based adjusted EBITDA, and realized margin (including fee-for-service realized margin, which is realized margin for the Gathering and Processing and Liquids Infrastructure segments, and non fee-for-service realized margin, which is realized margin for the Marketing segment). As a result, these measures may not be comparable to similar measures reported by other entities. Management believes that these non-GAAP and other financial measures facilitate the understanding of Keyera's results of operations, leverage, liquidity and financial position. These measures do not have any standardized meaning under GAAP and therefore, should not be considered in isolation, or used in substitution for measures of performance prepared in accordance with GAAP. For additional information regarding the composition of these measures, how management utilizes them, and where applicable, a reconciliation of Keyera's historical non-GAAP financial measures to the most directly comparable GAAP measures, refer to Management's Discussion and Analysis (MD&A) for the periods ended December 31, 2024 and March 31, 2025, or the shelf prospectus supplement which are available on SEDAR+ at www.sedarplus.ca and Keyera's website at www.keyera.com. Specifically, the sections of the MD&A titled "Non-GAAP and Other Financial Measures", "Segmented Results of Operations", "EBITDA and Adjusted EBITDA", "Dividends: Funds from Operations, Distributable Cash Flow and Payout Ratio", and "Adjusted Cash Flow from Operating Activities and Return on Invested Capital", include information that has been incorporated by reference for these non-GAAP and other financial measures.

Acquisition of Plains' Canadian NGL Business

Readers' Advisory

This Presentation has been prepared by Keyera solely for information purposes. Recipients of this Presentation may not reproduce or otherwise redistribute, in whole or in part, the Presentation to any other person.

This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this Presentation and the offering, purchase or sale of securities issued by the Corporation in certain jurisdictions is restricted by law. Persons into whose possession this Presentation may come are required by the Corporation to comply with all applicable laws and regulations in effect in any jurisdiction in or from which it invests or receives or possesses this Presentation and must obtain any consent, approval or permission required under the laws and regulations in effect in such jurisdiction, and the Corporation shall not have any responsibility or liability for such obligations.

This Presentation is not, and is not intended to be, an advertisement, prospectus or offering memorandum, and is made available on the express understanding that it does not contain all information that may be required to evaluate and will not be used by readers in connection with, the purchase of or investment in any securities of any entity. This Presentation accordingly should not be treated as giving investment advice and is not intended to form the basis of any investment decision. It does not, and is not intended to, constitute or form part of, and should not be construed as, any recommendation or commitment by the Corporation or any of its directors, officers, employees, direct or indirect shareholders, agents, affiliates, advisors or any other person, or as an offer or invitation for the sale or purchase of, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities, business and/or assets of any entity or the solicitation of any note or approval in any jurisdiction, nor shall it or any part of it be relied upon in connection with or act as any inducement to enter into any contract or commitment or investment decision whatsoever. No shares or securities are being offered to the public by means of this Presentation. Readers should not construe the contents of this Presentation as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters.

This Presentation does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate the transaction or entities described herein. No representation or warranty, express or implied, is given and, so far as is permitted by law no responsibility or liability is accepted by any person, with respect to the accuracy, fairness or completeness of this Presentation or its contents or any oral or written communication in connection with the transaction or entities described herein. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed for any purpose whatsoever on any projections, targets, estimates or forecasts or any other information contained in this Presentation. In providing this Presentation, the Corporation does not undertake any obligation to provide any additional information or to update or keep current the information contained in this Presentation or any additional information or to correct any inaccuracies which may become apparent.

Acquisition of Plains' Canadian NGL Business

Readers' Advisory Cont'd

Where this Presentation quotes any market and industry data and other statistical information from any external source, it should not be interpreted that the Corporation has adopted or endorsed such information or statistics as being accurate. The Corporation has obtained market and industry data and other statistical information presented in this Presentation from a certain third party information. Such third party publications and reports generally state that the information contained therein has been obtained from sources believed to be reliable. Although the Corporation believes these publications and reports to be reliable, it has not independently verified the data or other statistical information contained therein, nor has it ascertained the underlying economic or other assumptions relied upon by these sources, accordingly, no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of this information or any other information or opinions contained herein, for any purpose whatsoever. The Corporation has no intention and undertakes no obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as required by law.

As it relates to information provided by, or in respect of, Plains Midstream Canada ULC ("PMC"), Keyera, after conducting due diligence that it believes to be a prudent and thorough level of investigation, believes it to be accurate in all material respects, an unavoidable level of risk remains regarding the accuracy and completeness of such information.

This Presentation does not constitute an offer of securities for sale in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and such securities may not be offered or sold in the United States absent registration under the U.S. Securities Act or an exemption from such registration requirements. Such securities may be offered in the United States only to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder.

The forward looking financial information included in or incorporated by reference into any shelf prospectus supplement, to which this Presentation is incorporated by reference, has been prepared by, and is the responsibility of, the Corporation's management.

Acquisition of Plains' Canadian NGL Business

CERTIFICATE OF THE UNDERWRITERS

Date: June ● , 2025

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada.

RBC DOMINION SECURITIES INC.

(signed) "●"

CIBC WORLD MARKETS INC.

(signed) "●"

NATIONAL BANK FINANCIAL INC.

(signed) "●"

SCOTIA CAPITAL INC.

(signed) "●"

TD SECURITIES INC.

(signed) "●"

C-1

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Base Shelf Prospectus

This short form prospectus has been filed under legislation in each of the provinces of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities (except in respect of any sales pursuant to an "at-the-market distribution", as defined herein). This short form prospectus has been filed in reliance on an exemption from the preliminary base shelf prospectus requirement for a well-known seasoned issuer.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities to be offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and, subject to certain exceptions, may not be offered or sold in the United States of America or to U.S. persons. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Director, Investor Relations of Keyera Corp. at 200, 144 - 4th Avenue S.W., Calgary, Alberta, T2P 3N4 (telephone: 1-888-699-4853) and are also available electronically at www.sedarplus.ca.

New Issue

SHORT FORM BASE SHELF PROSPECTUS

December 12, 2023

KEYERA CORP.

Common Shares

Preferred Shares

Subscription Receipts

Debt Securities

Warrants

Units

Keyera Corp. (the "Corporation") may from time to time during the 25-month period that this short form base shelf prospectus, including any amendments hereto, remains effective, offer and sell: common shares ("Common Shares"); first or second preferred shares (together, "Preferred Shares" and, collectively with the Common Shares, the "Equity Securities"); subscription receipts ("Subscription Receipts"); senior or subordinated unsecured debt securities ("Debt Securities"); warrants to purchase Equity Securities or Debt Securities ("Warrants"); and units consisting of any combination of the other securities described in this prospectus ("Units"), or any combination thereof. In this prospectus, Equity Securities, Subscription Receipts, Debt Securities, Warrants and Units are collectively referred to as the "Securities".

Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more accompanying shelf prospectus supplements (each a "Prospectus Supplement").

As of the date hereof, the Corporation has determined that it qualifies as a “well-known seasoned issuer” under the WKSI Blanket Orders (as defined herein). See “Well-Known Seasoned Issuer”.

The specific terms of any offering of Securities will be set forth in a Prospectus Supplement including, where applicable: (i) in the case of Common Shares, the number of shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other specific terms; (ii) in the case of Preferred Shares, the designation of the particular class and series, the number of Preferred Shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), any voting rights, the dividend rate, the dividend payment dates, the terms for redemption at the option of the Corporation, any conversion or exchange rights and any other specific terms; (iii) in the case of Subscription Receipts, the number of Subscription Receipts offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the terms and procedures for the exchange of the Subscription Receipts and any other specific terms; (iv) in the case of Debt Securities, the specific designation of the Debt Securities, any limit on the aggregate principal amount of the Debt Securities, the currency, the maturity, the offering price (at par, at a discount or at a premium), whether the Debt Securities will bear interest, the interest rate or method of determining the interest rate, any terms of redemption, any conversion or exchange rights and any other specific terms; (v) in the case of Warrants, the designation, the number of Warrants offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the exercise price, provisions and procedures related to exercising the Warrants including the dates during which the Warrants may be exercised and the expiry date of the Warrants and the number and other terms of the Equity Securities or Debt Securities purchasable upon exercise of the Warrants, circumstances that will result in the adjustment of these terms and any other terms specific to the Warrants being offered; and (vi) in the case of Units, the designation, the number of Units offered, particulars of the securities comprising the Units, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other terms specific to the Units being offered. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates will be included in the applicable Prospectus Supplement describing the Securities. The Corporation may also include in a Prospectus Supplement specific terms pertaining to the Securities that are not within the variables and parameters set forth in this prospectus.

All shelf information permitted under applicable laws to be omitted from this prospectus will be contained in one or more Prospectus Supplements that will (except in respect of any sales pursuant to an “at-the-market distribution” (as defined in National Instrument 44-102 – Shelf Distributions (“NI 44-102”)) be delivered to prospective purchasers together with this prospectus. Each Prospectus Supplement will be deemed to be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the offering of the Securities to which the Prospectus Supplement pertains.

Securities offered pursuant to this prospectus and any related Prospectus Supplement will constitute a public offering of such Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell the Securities directly to one or more purchasers pursuant to applicable statutory exemptions or through agents. This prospectus may qualify an at-the-market distribution, provided that the requirements of Part 9 of NI 44-102 are complied with in connection with the filing of a prospectus supplement for an at-the-market distribution. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by the Corporation in connection with the offering and sale of such Securities, and will set forth the terms of the offering of such Securities, including the method of distribution, the net proceeds to the Corporation and any fees, discounts or any other compensation payable to underwriters, dealers or agents, and any other material terms of the plan of distribution. The Securities may be sold from time to time in one or more transactions at fixed prices or non-fixed prices, with such prices determined by reference to the prevailing price of the Securities in a specified market, at

market prices prevailing at the time of sale or at prices to be negotiated with purchasers, including an at-the-market distribution, including sales made directly on the Toronto Stock Exchange (the "TSX") or other existing trading markets for the Securities, and as set out in the accompanying Prospectus Supplement. The prices at which Securities may be offered may vary as between purchasers and during the period of distribution of the Securities. If Securities are offered on a non-fixed price basis, the underwriters', dealers' or agents' compensation, as applicable, will be increased or decreased by the amount by which the aggregate price paid for such Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents, as applicable, to the Corporation. See "Plan of Distribution".

Except as set out in a Prospectus Supplement relating to a particular offering of Securities, in connection with any offering of Securities, other than an at-the-market distribution under this prospectus, and subject to applicable laws, the underwriters, dealers or agents, as the case may be, may over allot or effect transactions which are intended to stabilize, maintain or otherwise affect the market price of such Securities, or securities of the same class as such Securities, at a level above that which otherwise might prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. No underwriter of, or dealer involved in, an at-the-market distribution under this prospectus, nor any person or company acting jointly or in concert with any such underwriter or dealer, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities, or securities of the same class as the Securities, distributed under the Prospectus Supplement applicable to the at-the-market distribution, including selling an aggregate number or principal amount of Securities that would result in the underwriter or dealer creating an over-allocation position in the Securities. See "Plan of Distribution".

No underwriter, dealer or agent has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

Investing in the Securities involves risk. It is important for an investor to consider the particular risk factors that may affect the industry in which it is investing. See "Risk Factors" in this prospectus, the "Risk Factors" section of the AIF (as defined herein), and the "Risk Factors" section of the Annual MD&A (as defined herein), as well as similar sections in any documents incorporated by reference herein that are filed after the date thereof. These sections also describe the Corporation's assessment of those risk factors, as well as the potential consequences to an investor if a risk should occur. Additional risk factors relating to a specific offering of Securities may also be disclosed in the applicable Prospectus Supplement. Prospective investors should also be aware that the purchase of Securities may have tax consequences that may not be fully described in this prospectus or in any Prospectus Supplement, and should consult with an independent tax advisor.

We have filed an undertaking with the securities regulatory authorities in each of the provinces of Canada that we will not distribute under this prospectus specified derivatives or asset-backed securities that, at the time of distribution, are novel without pre-clearing with the applicable securities regulatory authority the disclosure to be contained in the Prospectus Supplement pertaining to the distribution of such Securities.

The issued and outstanding Common Shares of the Corporation are listed on the TSX under the symbol "KEY". On December 11, 2023, the last trading day before the date of this prospectus, the closing price of the Common Shares on the TSX was $33.12.

Unless otherwise specified in the applicable Prospectus Supplement, the Preferred Shares, Subscription Receipts, Debt Securities, Warrants and Units will not be listed on any securities exchange. Any offering of Preferred Shares, Subscription Receipts, Debt Securities, Warrants and Units will be an issue of new securities and may not have an established trading market. Unless otherwise specified in the applicable Prospectus Supplement, there is currently no market through which the Preferred Shares, Subscription Receipts, Debt Securities, Warrants or Units may be sold and purchasers may not be able to resell such Securities purchased under this prospectus. This may affect the pricing of the Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities and the extent of issuer regulation. See "Risk Factors".

Thomas O'Connor and Gianna Manes, directors of the Corporation, each reside outside of Canada and have appointed the Corporation as agent for service of process at 200, 144 - 4th Avenue S.W., Calgary, Alberta, T2P 3N4. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

The Corporation's registered and head office is located at 200, 144 – 4th Avenue S.W., Calgary, Alberta, T2P 3N4.

NOTE REGARDING FORWARD-LOOKING INFORMATION ...6
NON-GAAP FINANCIAL MEASURES ...6
DOCUMENTS INCORPORATED BY REFERENCE ...7
MARKETING MATERIALS ...8
KEYERA CORP ...9
CONSOLIDATED CAPITALIZATION ...9
USE OF PROCEEDS ...9
EARNINGS COVERAGE ...10
PLAN OF DISTRIBUTION ...10
CERTAIN INCOME TAX CONSIDERATIONS ...10
RISK FACTORS ...10
LEGAL MATTERS ...11
WELL-KNOWN SEASONED ISSUER ...11
AUDITOR, REGISTRAR AND TRANSFER AGENT ...11
CONTRACTUAL RIGHTS OF RESCISSION ...12
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ...12
CERTIFICATE OF THE CORPORATION ...13

NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this prospectus, and in certain documents incorporated by reference into this prospectus, constitute "forward-looking information" within the meaning of applicable securities legislation (collectively, "forward-looking information"). In addition to the following cautionary statement, with respect to forward-looking information contained in the documents incorporated by reference herein, prospective purchasers should refer to "Forward Looking Information" in the AIF, "Forward-Looking Statements" in the Annual MD&A and Interim MD&A (as defined herein), as well as the advisories section of any documents incorporated by reference herein that are filed after the date thereof.

All forward-looking information is based on the Corporation's current expectations, estimates, projections, beliefs and assumptions based on information available at the time the applicable statement was made and in light of the Corporation's experience and its perception of historical trends. Forward-looking information is typically identified by words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "could", "would", "believe", "plan", "intend", "undertake", "indicate", "maintain", "forecast", "strategy", "potential", and similar expressions suggesting future events or future performance. In particular, this prospectus contains forward-looking information pertaining to the anticipated use of proceeds from the sale of the Securities, the potential issuance of securities other than pursuant to this prospectus, and incorporates by reference forward-looking information pertaining to the Corporation's future plans, growth projects, business strategies and expected results from future operations.

Various factors and assumptions are typically applied by the Corporation in drawing conclusions or making the forecasts, projections, predictions or estimates set out in forward-looking information based on information currently available to the Corporation at the time the applicable statement is made, including those factors and assumptions described under the headings "Forward Looking Information" in the AIF, and "Forward-Looking Statements" in the Annual MD&A and Interim MD&A. The Corporation believes that the expectations reflected in the forward-looking information are reasonable as at the date hereof or as at the date specified in the documents incorporated by reference herein, as applicable, but no assurance can be given that these expectations will prove to be correct and the forward-looking information included in this prospectus and in the documents incorporated by reference herein should not be unduly relied upon.

The Corporation's actual results and other events could differ materially from those anticipated in the forward-looking information set forth in this prospectus and the documents incorporated by reference. By its nature, forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. These known and unknown risks, uncertainties and other factors include, but are not limited to, the risk factors described under "Risk Factors" in this prospectus and under "Risk Factors" in the AIF and the Annual MD&A, as well as the other risk factors described in any documents incorporated by reference herein that are filed after the date thereof. These factors should not, however, be construed as exhaustive.

The forward-looking information in this prospectus speaks as of the date hereof, and the forward-looking information in the documents incorporated by reference into this prospectus speaks as of the date of the document in which it is contained and, unless required by law, the Corporation does not undertake any obligation to publicly update or revise such forward-looking information, whether as a result of new information, future events or otherwise. Any forward-looking information contained or incorporated by reference herein is expressly qualified by this cautionary statement.

NON-GAAP FINANCIAL MEASURES

The documents incorporated by reference herein refer to certain financial measures that are not determined in accordance with International Financial Reporting Standards (also referred to as generally accepted accounting principles or "GAAP"). Measures such as "funds from operations", "distributable cash flow", "distributable cash flow per share", "payout ratio", "return on invested capital", "compound annual growth rate for distributable cash flow

per share", "EBITDA", "adjusted EBITDA", "compound annual growth rate for dividends per share", "compound annual growth rate for adjusted EBITDA from the Fee-for-Service Business", "adjusted cash flow from operating activities", "realized margin", "annual return on capital for the KAPS project", and "annual return on capital for the growth capital program excluding KAPS" do not have any standardized meaning under GAAP and, therefore, may not be comparable to similar measures reported by other issuers, and should not be construed as alternatives to revenue, earnings, cash flow from operating activities, gross profit or other measures calculated in accordance with GAAP as indicators of Keyera's performance. Management believes that these non-GAAP measures are useful supplemental metrics to help facilitate an understanding of Keyera's results of operations, leverage, liquidity and financial position.

For information regarding the non-GAAP financial measures used by Keyera, including the meaning of, specific rationale for, and additional information associated with, each non-GAAP financial measure, and a reconciliation to the most directly comparable measure calculated in accordance with GAAP for the applicable period then ended, please see "EBITDA and Adjusted EBITDA" and "Non-GAAP and Other Financial Measures" beginning on pages 46 and 55 of the Annual MD&A and pages 41 and 45 of Interim MD&A.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Director, Investor Relations of the Corporation at 200, 144 - 4th Avenue S.W., Calgary, Alberta, T2P 3N4 (Telephone: 1-888-699-4853). These documents are also available through SEDAR+ at www.sedarplus.ca.

The following documents of the Corporation, filed with the securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated into, and form an integral part of, this prospectus, provided that such documents are not incorporated by reference herein to the extent that their contents are modified or superseded by a statement contained in this prospectus or in any other subsequently filed document that is also incorporated by reference in this prospectus:

(a) audited consolidated financial statements of Keyera for the years ended December 31, 2022 and 2021 together with the notes thereto and the independent auditor's report thereon;

(b) management's discussion and analysis of results of operations and financial condition of Keyera for the year ended December 31, 2022 (the "Annual MD&A");

(d) information circular dated March 23, 2023 relating to the annual meeting of the shareholders of the Corporation held on May 9, 2023;

(e) unaudited interim consolidated financial statements of Keyera for the three and nine months ended September 30, 2023 and 2022 together with the notes thereto; and

(f) management's discussion and analysis of results of operations and financial condition of Keyera for the three and nine months ended September 30, 2023 (the "Interim MD&A").

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including material change reports (except confidential material change reports), business acquisition reports, interim financial reports, annual financial statements and the auditors' reports thereon, management's discussion and analysis of financial condition and results of operations, information circulars and annual information forms filed by the Corporation with the securities commissions or

similar authorities in each of the provinces of Canada after the date of this prospectus and before the termination of the offering, are deemed to be incorporated by reference in this prospectus.

Upon a new annual information form being filed by the Corporation with the applicable securities regulatory authorities during the currency of this prospectus, the previous annual information form and any material change reports filed prior to the commencement of the Corporation's financial year in which the new annual information form is filed shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities under this prospectus. Upon new annual financial statements, together with the notes thereto and the auditors' reports thereon, and the related management's discussion and analysis being filed by the Corporation with the applicable securities regulatory authorities during the currency of this prospectus, all previous annual financial statements, interim financial reports and the related management's discussion and analysis shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities under this prospectus.

Upon a new information circular relating to an annual meeting of shareholders of the Corporation being filed by the Corporation with the applicable securities regulatory authorities during the currency of this prospectus, the information circular for the preceding annual meeting of shareholders shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities under this prospectus.

Upon new interim financial reports and the accompanying management's discussion and analysis being filed by the Corporation with the applicable securities regulatory authorities during the currency of this prospectus, all interim financial reports and the accompanying management's discussion and analysis filed prior to the new interim financial reports shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities under this prospectus.

Any statement contained in this prospectus or in a document (or part thereof) incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document (or part thereof) which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus, except as so modified or superseded.

A Prospectus Supplement containing the specific terms of any Securities being offered and other information relating to such Securities will, to the extent required by applicable securities legislation, be delivered to prospective purchasers of such Securities, together with this prospectus, and will be deemed to be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the distribution of such Securities to which the Prospectus Supplement pertains.

Prospective purchasers should rely only on the information contained in or incorporated by reference in this prospectus or any Prospectus Supplement. The Corporation has not authorized anyone to provide prospective purchasers with different or additional information. The Corporation is not making an offer of Securities in any jurisdiction where the offer is not permitted by law.

MARKETING MATERIALS

Certain "marketing materials" (as that term is defined in National Instrument 41-101 – General Prospectus Requirements ("NI 41-101")) may be used in connection with a distribution of Securities under this prospectus and the applicable Prospectus Supplement. Any "template version" (as that term is defined in NI 41-101) of marketing

materials pertaining to a distribution of Securities and filed by the Corporation after the date of the Prospectus Supplement for the distribution and before the termination of the distribution of such Securities will be deemed to be incorporated by reference in that Prospectus Supplement solely for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

KEYERA CORP.

Keyera operates an integrated Canadian-based energy infrastructure business with extensive interconnected assets and expertise in delivering energy solutions. Infrastructure businesses operate in the oil and gas sector between the upstream sector, which includes oil and gas exploration and production businesses, and the downstream sector, which includes the refining, distribution and retail marketing of finished products. Keyera is organized into three highly integrated reportable segments:

Gathering and Processing – Keyera owns and operates raw gas gathering pipelines and processing plants, which collect and process raw natural gas, remove waste products and separate the economic components – primarily natural gas liquids ("NGLs") – before the sales gas is delivered into long-distance pipeline systems for transportation to end-use markets. Keyera also provides condensate handling services through its condensate gathering pipelines and stabilization facilities.
Liquids Infrastructure – Keyera owns and operates a network of facilities for the gathering, processing, storage and transportation of the by-products of natural gas processing, including NGLs in mix form and specification NGLs such as ethane, propane, butane and condensate. In addition, this segment includes Keyera's iso-octane facilities at Alberta Envirofuels, its liquids blending facilities, its 50% interest in the crude oil storage facility at Base Line Terminal and its 90% interest in the Wildhorse Terminal in Cushing, Oklahoma.
Marketing – Keyera markets a range of products associated with its two infrastructure business lines, primarily propane, butane, condensate and iso-octane, and also engages in liquids blending activities.

For a description of the business and operations of Keyera, see "Description of the Structure of Keyera", "General Development of the Business" and "Business of Keyera" in the AIF.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the share and loan capital of the Corporation, on a consolidated basis, since September 30, 2023.

USE OF PROCEEDS

The net proceeds to be derived from the sale of the Securities by the Corporation will be the offering price less any fee or commission paid in connection therewith and expenses relating to the particular offering of the Securities. Each Prospectus Supplement will contain specific information concerning the use of proceeds from the sale of the Securities to which such Prospectus Supplement relates. Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of the Securities will be used for general working capital purposes, which may include: the repayment of indebtedness; capital and operating expenditures; corporate and asset acquisitions; and direct or indirect financing of future growth opportunities. The amount of net proceeds to be used for any such purpose will be set forth in a Prospectus Supplement. The Corporation may invest funds which it does not immediately use, including in short-term investment grade securities. The Corporation may, from time to time, issue securities (including debt securities) other than pursuant to this prospectus.

10 -

EARNINGS COVERAGE

Information regarding earnings coverage ratios will be provided in the applicable Prospectus Supplement relating to an offering of Securities, as required by applicable securities laws.

Updated earnings coverage ratios will be filed quarterly with the applicable securities regulatory authorities, either separately or as exhibits to the Corporation's interim and annual financial reports, and will be deemed to be incorporated by reference in this prospectus for the purposes of the offering of the Securities.

PLAN OF DISTRIBUTION

The plan of distribution with respect to an offering of Securities under this prospectus will be described in the Prospectus Supplement for the applicable distribution of Securities.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities offered thereunder, and may also include a discussion of certain United States federal income tax consequences to the extent applicable.

RISK FACTORS

An investment in the Securities is subject to various risks, including those risks inherent to the industry in which Keyera operates. Before deciding whether to invest in any Securities, investors should consider carefully the risks in the documents incorporated by reference in this prospectus (including subsequently filed documents incorporated by reference) and those described in the Prospectus Supplement relating to a specific offering of the Securities.

In addition to the risk factors set forth below, additional risk factors affecting Keyera in connection with its business are provided in the Corporation's disclosure documents filed with the various securities commissions or similar regulatory authorities, which are incorporated by reference in this prospectus and are accessible on SEDAR+ at www.sedarplus.ca. In particular, see the "Risk Factors" section of the AIF and the "Risk Factors" section of the Annual MD&A, as well as similar sections in any documents incorporated by reference herein that are filed after the date hereof. Before investing, prospective purchasers of the Securities should carefully consider the information contained or incorporated by reference in this prospectus.

There is no market through which the Securities (other than the Common Shares) may be sold.

There is currently no market through which any of the Securities, other than the Common Shares, may be sold and the purchasers of such Securities may not be able to resell such securities purchased under this prospectus and any Prospectus Supplement. There can be no assurance that a secondary market will develop for any of the Preferred Shares, Debt Securities, Warrants or Subscription Receipts that may be issued under this prospectus or that any secondary market which does develop will continue. This may affect the pricing of such Securities in the secondary market, if any, the transparency and availability of trading prices, the liquidity of the securities and the extent of regulation of such Securities.

The public offering prices of the Securities may be determined by negotiation between Keyera and underwriters based on several factors and may bear no relationship to the prices at which Securities will trade in the public market subsequent to such offering.

Credit ratings may not reflect all risks of an investment in Securities and may change.

Credit ratings that may be disclosed in respect of any Debt Securities or Preferred Shares may not reflect all risks associated with an investment in such Debt Securities or Preferred Shares. Any credit ratings applied to Debt

11 -

Securities or Preferred Shares are an assessment of Keyera's ability to pay its obligations. Consequently, real or anticipated changes in the credit ratings will generally affect the market value of Debt Securities or Preferred Shares. The credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors discussed herein on the value of Debt Securities or Preferred Shares. There is no assurance that any credit rating assigned to Debt Securities or Preferred Shares will remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by the relevant rating agency.

Increases in interest rates may cause the market price or value of Securities to decline.

The market price or value of the Securities, especially Debt Securities and Preferred Shares, may decline as prevailing interest rates rise.

Corporation Structure and Priority of Subsidiary Indebtedness.

The Corporation conducts its business through a number of corporate and partnership subsidiaries. The Corporation's subsidiaries will not have an obligation to pay amounts due pursuant to any Debt Securities or Preferred Shares or to make any funds available for payment on indebtedness, whether by dividends, interest, loans, advances or other payments. In addition, the payment of dividends and the making of loans, advances and other payments to the Corporation by its subsidiaries may be subject to statutory or contractual restrictions. Debt Securities will be effectively subordinated to claims of creditors of the Corporation's subsidiaries, partnerships and other entities, in that the Corporation's right to participate as a securityholder or partner in the distribution of the assets of any subsidiary upon any such distribution would be subject to the prior claims of the creditors of such subsidiary.

LEGAL MATTERS

Unless otherwise specified in a Prospectus Supplement, certain legal matters relating to the Securities offered by a Prospectus Supplement will be passed upon, on behalf of the Corporation, by Norton Rose Fulbright Canada LLP. If any underwriters, dealers or agents named in a Prospectus Supplement retain their own counsel to pass upon legal matters relating to the Securities, their counsel will be named in the Prospectus Supplement.

WELL-KNOWN SEASONED ISSUER

The securities regulatory authorities in each of the provinces and territories of Canada have adopted a series of substantively harmonized blanket orders, including Alberta Securities Commission Blanket Order 44-501 Re Exemption from Certain Prospectus Requirements for Well-Known Seasoned Issuers, 2021 ABASC 180 and the Alberta Securities Commission Variation of Blanket Order 44-501 Re Exemption from Certain Prospectus Requirements for Well-Known Seasoned Issuers, 2023 ABASC 79 (collectively with the equivalent local blanket orders in each of the other provinces and territories of Canada, as extended, amended or varied, the "WKSI Blanket Orders"). This prospectus has been filed by the Corporation in reliance on upon the WKSI Blanket Orders, which permit a "well-known seasoned issuer" or "WKSI" to file a final short form base shelf prospectus as the first public step in an offering and exempt qualifying issuers from certain disclosure requirements relating to such final short form base shelf prospectus. As of the date thereof, the Corporation has determined that it qualifies as a "well-known seasoned issuer" under the WKSI Blanket Orders.

AUDITOR, REGISTRAR AND TRANSFER AGENT

Deloitte LLP is the external auditor of the Corporation. Deloitte LLP are independent with respect to the Corporation within the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Alberta.

The registrar and transfer agent for the Corporation is Computershare Trust Company of Canada, at its principal offices in Calgary, Alberta and Toronto, Ontario.

12 -

CONTRACTUAL RIGHTS OF RESCISSION

Original purchasers of Subscription Receipts, Debt Securities or Warrants (or Units comprised partly thereof) which are convertible into, exchangeable or exercisable for, other securities of the Corporation will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of such Securities, as applicable. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise of the Security or, if no amount was paid upon conversion, exercise or exchange, the amount paid for the convertible, exchangeable or exercisable Security, upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that both: (i) the conversion, exchange or exercise occurs, and (ii) the right of rescission is exercised, within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus (as supplemented or amended). This contractual right of rescission will be consistent with the statutory right of rescission described under section 203 of the Securities Act (Alberta), and is in addition to any other right or remedy available to original purchasers under section 203 of the Securities Act (Alberta) or otherwise at law. Original purchasers are further advised that in certain provinces the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the convertible, exchangeable or exercisable security that was purchased under a prospectus, and therefore a further payment at the time of conversion, exchange or exercise may not be recoverable in a statutory action for damages. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights, or consult with a legal advisor.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment (irrespective, in the case of an offering on a non-fixed price basis, of the determination at a later date of the purchase price of the Securities distributed). In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

In an offering of convertible, exchangeable or exercisable Securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal advisor.

CERTIFICATE OF THE CORPORATION

Dated: December 12, 2023

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces of Canada.

KEYERA CORP.

(signed) "Dean Setoguchi"
Dean Setoguchi
President and Chief Executive Officer

(signed) "Eileen Marikar"
Eileen Marikar
Senior Vice President and Chief Financial Officer

On behalf of the Board of Directors
of Keyera Corp.

(signed) "James Bertram"
James Bertram
Director

(signed) "Douglas Haughey"
Douglas Haughey
Director

[Signature Page – Base Shelf Prospectus]

AI assistant

Keyera Corp. — Share Issue/Capital Change 2025

46714_rns_2025-06-17_afcb0686-85e4-4ab3-a373-5cd6d4bd3e1c.pdf

PROSPECTUS SUPPLEMENT

KEYERA

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

DEFINITIONS AND OTHER MATTERS

FORWARD-LOOKING INFORMATION

INDUSTRY DATA AND THIRD PARTY SOURCES

PRESENTATION OF FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NON-IFRS AND OTHER FINANCIAL MEASURES

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

KEYERA CORP.

Recent Developments

THE ACQUISITION

The Acquisition

Acquisition Rationale

The Acquisition will Accelerate Growth

The Acquisition will Deliver Greater Value to Customers

Selected Unaudited Pro Forma Condensed Consolidated Financial Information

Business and Assets of PMC

Business of PMC

Assets of PMC (excluding the Excluded Assets)

Fee-for-Service

Co-Ed Pipeline

Fort Saskatchewan Complex

Empress Facility

Great Lakes and Sarnia Area

Non-Fee-for-Service

Excluded Assets

The Acquisition Agreement

Representations and Warranties of the Parties

Covenants

Interim Period Covenants

Required Regulatory Approvals

Other Covenants

Closing Conditions

Termination

Ancillary Agreements

Financing the Acquisition

The Acquisition Credit Facilities

CONSOLIDATED CAPITALIZATION

Notes:

USE OF PROCEEDS

PRIOR SALES

MARKET FOR SECURITIES

DETAILS OF THE OFFERING

Automatic Issuance of Common Shares

Dividend Equivalent Payments

Escrowed Funds

Termination Payment

Rescission

Amendments

Book-Based System

PLAN OF DISTRIBUTION

Offering in the United States

Notice To Prospective Investors In The European Economic Area

Notice To Prospective Investors In The United Kingdom

Notice To Prospective Investors In Switzerland

Notice To Prospective Investors In The Dubai International Financial Centre

Notice To Prospective Investors In Australia

Notice To Prospective Investors In Hong Kong

Notice To Prospective Investors In Japan

Notice To Prospective Investors In Singapore

Notice to Prospective Investors in Israel

Notice to Prospective Investors in Taiwan

Price Stabilization, Short Positions and Passive Market Making

Book-Based System

RELATIONSHIP BETWEEN THE CORPORATION AND THE UNDERWRITERS

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES

Holders Resident in Canada

Holding and Disposing of Subscription Receipts

Acquisition of Common Shares Pursuant to Terms of the Subscription Receipts

Other Dispositions of Subscription Receipts

Acquisition Failing to Close

Pro Rata Share of Interest

Keyera Corp. Share Issue/Capital Change 2025