Parkland to consolidate its International Segment; agrees to a share exchange for the remaining 25 percent of Sol

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Aug 04, 2022, 17:12 ET

Consolidates Parkland's ownership of Sol to 100 percent, simplifying corporate structure
Increases the Simpson Group's ownership of Parkland to 19.54 percent, demonstrating its long-term confidence in Parkland, its management team and growth strategy
On a trailing 12-month basis, adds approximately $110 million of annual Adjusted EBITDA to Parkland's International Segment

CALGARY, AB, Aug. 4, 2022 /PRNewswire/ - Parkland Corporation ("Parkland", "we", the "Company", or "our") (TSX: PKI) announced it has entered into a share exchange agreement with Simpson Oil Limited ("Simpson Oil"), to exchange Simpson Oil's remaining 25 percent of Sol Investments SEZC ("Sol") for 20 million common shares ("Parkland Shares") in the capital of Parkland (the "Share Exchange"). Following the completion of the Share Exchange, Parkland will hold 100 percent of the securities of Sol, a proven international growth platform which spans 23 countries in the Caribbean region and South America.

"We are excited to have the Simpson family expand their ownership in Parkland," said Bob Espey, President and Chief Executive Officer. "We value the Simpson's confidence in our growth strategy and long-term vision and are grateful for their ongoing support for the Parkland team. We are consolidating our ownership of Sol in a way that is immediately accretive to shareholders."

Simpson Oil has been a Parkland shareholder since 2017 and has grown its shareholding to beneficially own, directly or indirectly, or exercise control or direction over, approximately 14.4 million Parkland Shares, representing 9.24 percent of the issued and outstanding Parkland Shares on a non-diluted basis. Following completion of the Share Exchange, Simpson Oil and, if applicable, its affiliates (collectively, the "Simpson Group") will own approximately 34.4 million Parkland Shares, representing 19.54 percent of the issued and outstanding Parkland Shares on a pro-forma, non-diluted basis.

"We are delighted to expand our ownership in Parkland," said Sir Kyffin Simpson CBE, and founder of Simpson Oil. "We have tremendous confidence in the Company, its management team and its bright future. We look forward to participating in its continued success as a long-term supportive shareholder with an investment horizon through the next decade and beyond."

Strategic Rationale

Immediately accretive to all Parkland shareholders on a leverage neutral basis
20 million Parkland Shares to be issued at the prevailing share price
Share Exchange valuation consistent with the terms of the put and call options (defined below)
Supportive shareholder with a long-term investment horizon
Simplifies Parkland's corporate structure and reporting

The Share Exchange is expected to close in 2022, subject to the approval of the Toronto Stock Exchange ("TSX") and receipt of any other required regulatory approvals. Concurrently with completing the Share Exchange, the put and call options available to Simpson Oil and Parkland, respectively, with respect to the remaining 25 percent of shares of Sol ("put and call options") shall be terminated.

About Parkland

Parkland's purpose is to Power Journeys and Energize Communities. We serve essential needs in our communities, providing our customers with the fuels they depend on to get around, quality foods and convenience items, while helping them achieve their goals of lowering their environmental impact. Through our portfolio of trusted and locally relevant brands, we serve well over one million customers per day across Canada, the United States, the Caribbean region and Central and South America.

In addition to leveraging our supply and storage capabilities to provide the fuels our diverse customers depend on; we are leading our customers through the energy transition. From electric vehicle charging, renewable fuels, solar energy and compliance and carbon offset trading, we are leaders in helping our customers lower their environmental impact.

Parkland's proven strategy is centered around organic growth, our supply advantage, acquiring prudently, and integrating successfully. We are focused on developing our existing business in resilient markets, growing, and diversifying our retail business into food, convenience, and renewable energy solutions and helping our commercial customers decarbonize their operations. Our strategy is underpinned by our people, as well as our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

Forward Looking Statement

Certain statements contained in this news release constitute forward-looking information and statements (collectively, "forward-looking statements"). When used in this news release the words "expect", "will", "continue", "strategy", "focus" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the completion of the Share Exchange and the timing thereof; expected benefits of the Share Exchange; Simpson Oil's future expectations for Parkland and its future shareholding position, including its investment horizon of more than a decade; Parkland's business objectives, projects and plans and the execution and impact thereof; leading customers through the energy transition and helping them lower their environmental impact; Parkland's strategy centered around organic growth, supply advantage, acquiring prudently and integrating successfully; and Parkland's focus on developing its existing business, growing and diversifying its retail business and helping commercial customers decarbonize their operations.

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 news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as may be required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to: failure to complete the Share Exchange; failure to satisfy the conditions to closing of the Share Exchange, including receiving approval from the TSX and other required regulatory approvals; failure to realize all or any of the anticipated benefits of the Share Exchange; general economic, market and business conditions; competitive action by other companies; refining and marketing margins; the ability of suppliers to meet commitments; actions by governmental authorities and other regulators including but not limited to increases in taxes or restricted access to markets; changes and developments in environmental and other regulations; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described in "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" included in Parkland's Revised Annual Information Form dated March 17, 2022, and "Forward-Looking Information" and "Risk Factors" included in the Q2 2022 MD&A dated August 4, 2022 and the Q4 2021 MD&A dated March 3, 2022, each filed on SEDAR and available on the Parkland website at www.parkland.ca.

SOURCE Parkland Corporation