Filed
pursuant to Rule 433
Dated
February 29, 2024
Issuer Free Writing Prospectus supplementing the
Final Base Shelf Prospectus
dated
May 17, 2023
Registration
No. 333-272013
GFL Environmental Inc. Announces Upsize and Pricing of Secondary
Offering by Selling Shareholders
VAUGHAN, ON, February 29, 2024 – GFL
Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) today announced the pricing of the previously
announced secondary offering (the “Offering”) by BCEC-GFL Borrower (Cayman) LP, Ontario Teachers’ Pension Plan Board,
GFL Borrower II (Cayman) LP, Poole Private Capital, LLC and entities affiliated with HPS Investment Partners, LLC (collectively, the “Selling
Shareholders”) of 21,000,000 subordinate voting shares (the “Shares”), which represents an increase of 4,000,000 Shares
from the previously announced offering size, at the public offering price of US$34.45 per Share. GFL will not receive any proceeds from
the Offering. RBC Capital Markets, LLC and RBC Dominion Securities Inc. will act as underwriters for the Offering in the United States
and Canada, respectively.
The Shares issued pursuant to the Offering will
be offered in all provinces and territories of Canada by way of a prospectus supplement (the “Prospectus Supplement”) to the
Company’s short form base shelf prospectus (the “Base Shelf Prospectus”). The Company has filed a registration statement
on Form F-10 (the “Form F-10”) and will file the Prospectus Supplement with the U.S. Securities and Exchange Commission
(the “SEC”) in accordance with the multi-jurisdictional disclosure system established between Canada and the United States.
No securities regulatory authority has either
approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
Prospective investors should read the Base Shelf
Prospectus, the Prospectus Supplement, when available, and the documents incorporated by reference therein before investing in the Shares.
When available, these documents may be accessed for free on SEDAR+ at www.sedarplus.ca.
GFL has filed the Form F-10 registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read
the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
copies of the prospectus and Prospectus Supplement relating to the Offering may be obtained, when available, upon request from RBC Capital
Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com
or RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attention: Distribution Centre, or via telephone:
1-416-842-5349, or via email at Distribution.RBCDS@rbccm.com.
Filed
pursuant to Rule 433
Dated
February 29, 2024
Issuer Free Writing Prospectus supplementing the
Final Base Shelf Prospectus
dated
May 17, 2023
Registration
No. 333-272013
About GFL
GFL, headquartered in Vaughan, Ontario, is the
fourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management,
liquid waste management and soil remediation services through its platform of facilities throughout Canada and in more than half of the
U.S. states. Across its organization, GFL has a workforce of more than 20,000 employees.
Forward Looking Statements
This news release includes certain “forward-looking
statements” within the meaning of applicable securities laws, including statements relating to the proposed Offering. In some cases,
but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”,
“targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”,
“is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does
not anticipate” or “believes”, or variations of such words and phrases or statements that certain actions, events or
results “may”, “could”, “would”, “might”, “will” or “will be taken”,
“occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees
or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections
regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions
and estimates that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks and
changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that
could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not
limited to, the factors described in the “Risk Factors” section of GFL’s annual information form for the 2023 fiscal
year filed on Form 40-F and GFL’s other periodic filings with the U.S. Securities and Exchange Commission and the securities
commissions or similar regulatory authorities in Canada. These factors are not intended to represent a complete list of the factors that
could affect GFL. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions
will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release.
GFL undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.
For more information:
Patrick Dovigi
+1 905 326-0101
pdovigi@gflenv.com
GFL Environmental (NYSE:GFL)
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