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Form 20-F TEEKAY TANKERS LTD. For: Dec 31

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April 1, 2021 3:11 PM EDT

EXHIBIT 8.1
LISTING OF SUBSIDIARIES
The following companies are subsidiaries of Teekay Tankers Ltd. as at December 31, 2020:
Name of SubsidiaryState or Jurisdiction of IncorporationProportion of Ownership Interest
Americas Spirit L.L.C.Marshall Islands100%
Athens Spirit L.L.C.Marshall Islands100%
Atlanta Spirit L.L.C.Marshall Islands100%
Australian Spirit L.L.C.Marshall Islands100%
Axel Spirit L.L.C.Marshall Islands100%
Barcelona Spirit L.L.C.Marshall Islands100%
Beijing Spirit L.L.C.Marshall Islands100%
Dilong Spirit L.L.C.Marshall Islands100%
Donegal Spirit L.L.C.Marshall Islands100%
Erik Spirit L.L.C.Marshall Islands100%
Esther Spirit L.L.C.Marshall Islands100%
Everest Spirit Holding L.L.C.Marshall Islands100%
Explorer Spirit L.L.C.Marshall Islands100%
Galway Spirit L.L.C.Marshall Islands100%
Helga Spirit L.L.C.Marshall Islands100%
Jiaolong Spirit L.L.C.Marshall Islands100%
Kaveri Spirit L.L.C.Marshall Islands100%
Limerick Spirit L.L.C.Marshall Islands100%
London Spirit L.L.C.Marshall Islands100%
Los Angeles Spirit L.L.C.Marshall Islands100%
Matterhorn Spirit L.L.C.Marshall Islands100%
Montreal Spirit L.L.C.Marshall Islands100%
Moscow Spirit L.L.C.Marshall Islands100%
Navigator Spirit L.L.CMarshall Islands100%
Pinnacle Spirit L.L.C.Marshall Islands100%
Rio Spirit L.L.C.Marshall Islands100%
Seoul Spirit L.L.C.Marshall Islands100%
Shenlong Spirit L.L.C.Marshall Islands100%
STX Hull No. S1672 L.L.C.Marshall Islands100%
Summit Spirit L.L.C.Marshall Islands100%
Sydney Spirit L.L.C.Marshall Islands100%
T.I.L. Holdings Ltd.Marshall Islands100%
T.I.L. I L.L.C.Marshall Islands100%
T.I.L. II L.L.C.Marshall Islands100%
T.I.L. III L.L.C.Marshall Islands100%
T.I.L. IV L.L.C.Marshall Islands100%
T.I.L. IX L.L.C.Marshall Islands100%
T.I.L. V L.L.C.Marshall Islands100%
T.I.L. VI L.L.C.Marshall Islands100%
T.I.L. VII L.L.C.Marshall Islands100%
T.I.L. VIII L.L.C.Marshall Islands100%
T.I.L. X L.L.C.Marshall Islands100%
T.I.L. XI L.L.C.Marshall Islands100%
T.I.L. XII L.L.C.Marshall Islands100%


T.I.L. XIII L.L.C.Marshall Islands100%
T.I.L. XIV L.L.C.Marshall Islands100%
Tanker Investments Ltd.Marshall Islands100%
Teekay Chartering LimitedMarshall Islands100%
Teekay Marine (Singapore) Pte Ltd.Singapore100%
Teekay Marine Holdings LimitedMarshall Islands100%
Teekay Marine Ltd.Marshall Islands100%
Teekay Marine Solutions Inc.USA100%
Teekay Tanker Operations Ltd.Marshall Islands100%
Teekay Tankers Chartering L.L.C.Marshall Islands100%
Teekay Tankers Chartering Pte. Ltd.Singapore100%
Teekay Tankers Holdings LimitedMarshall Islands100%
Teekay Tankers HZ Hull No. H-1586 L.L.C.Marshall Islands100%
Teekay Tankers HZ Hull No. H-1587 L.L.C.Marshall Islands100%
Teekay Tankers HZ Hull No. H-1592 L.L.C.Marshall Islands100%
Teekay Tankers HZ Hull No. H-1593 L.L.C.Marshall Islands100%
Teekay Tankers TS Hull No. S-1415 L.L.C.Marshall Islands100%
Teekay Workboats L.L.C.USA100%
Tianlong Spirit L.L.C.Marshall Islands100%
Tokyo Spirit L.L.C.Marshall Islands100%
Yamuna Spirit L.L.C.Marshall Islands100%
Zenith Spirit L.L.C.Marshall Islands100%

 



EXHIBIT 12.1
CERTIFICATION
I, Kevin Mackay, President and Chief Executive Officer of the company, certify that:
 
1.I have reviewed this Annual Report on Form 20-F of Teekay Tankers Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting. 
Date: April 1, 2021 By:/s/ Kevin Mackay
Kevin Mackay
 President and Chief Executive Officer


EXHIBIT 12.2
CERTIFICATION
I, Stewart Andrade, Chief Financial Officer of the company, certify that:
 
1.I have reviewed this Annual Report on Form 20-F of Teekay Tankers Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
Date: April 1, 2021 By:/s/ Stewart Andrade
 Stewart Andrade
 Chief Financial Officer


EXHIBIT 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Teekay Tankers Ltd. (the "Company") on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the "Form 20-F"), I, Kevin Mackay, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
(1)The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: April 1, 2021
 
By:/s/ Kevin Mackay
Kevin Mackay
President and Chief Executive Officer


EXHIBIT 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Teekay Tankers Ltd. (the "Company") on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the "Form 20-F"), I, Stewart Andrade, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
(1)The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: April 1, 2021
 
By:/s/ Stewart Andrade
Stewart Andrade
Chief Financial Officer


EXHIBIT 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Nos. 333-148055, 333-194404 and 333-223824) on Form S-8 of Teekay Tankers Ltd. (the “Company”) of our reports dated April 1, 2021, with respect to the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of income (loss), cash flows and changes in equity for each of the years in the three-year period ended December 31, 2020, and related notes, and the effectiveness of internal control over financial reporting as of December 31, 2020, which reports appear in the December 31, 2020 Annual Report on Form 20-F of the Company.

Our report refers to a change in accounting policies as of January 1, 2019 due to the adoption of ASU 2016-02 Leases.


/s/ KPMG LLP
Chartered Professional Accountants

Vancouver, Canada
April 1, 2021


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