Posts Tagged ‘#parklandcorporation’

Parkland Corporation and Sunoco LP Announce Expiration of Hart-Scott-Rodino Act Waiting Period

CALGARY, AB, Sept. 22, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”) (TSX: PKI) and Sunoco LP (NYSE: SUN) (”Sunoco” or the “Partnership”) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), in connection with Sunoco’s pending acquisition of Parkland (the “Transaction”).

Parkland Logo

The expiration of the waiting period under the HSR Act satisfies an important regulatory approval necessary for the completion of the Transaction, which is expected to close in the fourth quarter of 2025, subject to obtaining other regulatory approvals and the satisfaction of certain customary closing conditions.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Parkland’s retail network meets the fuel, and convenience needs of everyday consumers. Parkland’s commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting its customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, Parkland has developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Parkland’s strategy is focused on two interconnected pillars: its Customer Advantage and its Supply Advantage. Through its Customer Advantage, Parkland aims to be the first choice of its customers through its proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Parkland’s Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which it operates, through its well-positioned assets, significant scale, and deep supply and logistics capabilities. Parkland’s business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across its organization.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. SUN’s general partner is owned by Energy Transfer LP (NYSE: ET).

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the word “expect” 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 Transaction and the timing thereof.

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 should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Neither Parkland nor Sunoco undertakes any obligation to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, regulatory, market and business conditions; the completion of the Transaction on the anticipated terms and timing, or at all, including obtaining regulatory approvals and the satisfaction or waiver of customary closing conditions ; actions by persons or others; the risk that disruptions from the Transaction will harm Sunoco’s or Parkland’s business, including current plans and operations and that management’s time and attention will be diverted on Transaction-related issues; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the Transaction; the potential for modification or adjustment of the arrangement agreement governing the terms of the Transaction; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the Transaction that could affect Sunoco’s and/or Parkland’s financial performance and operating results; and certain restrictions during the pendency of the Transaction that may impact Parkland’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business. See also the risks and uncertainties described (i) under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, under the headings “Forward-Looking Information” and “Risk Factors” in the Q2 Management’s Discussion and Analysis dated August 5, 2025, and under the heading “Risk Factors” in Parkland’s management information circular and proxy statement dated May 26, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca, (ii) in Item 1A of Sunoco’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (”SEC”) on February 14, 2025 and in Item 1A of Sunoco’s Quarterly Reports on Form 10-Q, filed with the SEC on May 8, 2025 and August 7, 2025.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

For Further Information; Investor Inquiries, 1-855-355-1051, [email protected].

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Parkland Corporation Announces Results of the 2025 Annual and Special Meeting of Shareholders

CALGARY, AB, June 24, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) held its annual and special meeting of shareholders on June 24, 2025 (the “Meeting”).

Parkland Corporation logo

The Company is pleased to announce that all matters presented at the Meeting were approved, including the special resolution (the “Arrangement Resolution”) approving the arrangement with Sunoco LP (the “Arrangement”) and election of all ten nominees listed in the management information circular dated May 26, 2025 (the “Information Circular”). The complete results of voting for business considered at the Meeting are set out below and are made available on Parkland’s SEDAR+ profile at www.sedarplus.ca.

The Arrangement remains subject to other closing conditions, including regulatory approvals and the final approval by the Court of King’s Bench of Alberta. The Arrangement is expected to close in the second half of 2025.

Resolution 1

Approval of the Arrangement Resolution:

Votes For

127,089,612

93.46 %

Votes Against

8,890,026

6.54 %

Resolution 2

Election of directors of Parkland to hold office until the close of the next annual meeting of shareholders, until their successor is elected or appointed, or until they otherwise cease to hold office:

Nominee

Votes For

% For

Votes Withheld

% Withheld

Felipe Bayon

89,964,790

66.16 %

46,015,816

33.84 %

Nora Duke

89,480,242

65.80 %

46,500,364

34.20 %

Robert Espey

83,194,482

61.18 %

52,786,124

38.82 %

Sue Gove

95,328,135

70.10 %

40,652,471

29.90 %

Timothy Hogarth

124,846,777

91.81 %

11,133,829

8.19 %

Richard Hookway

89,731,677

65.99 %

46,248,929

34.01 %

Michael Jennings

85,868,491

63.15 %

50,112,115

36.85 %

Angela John

90,377,551

66.46 %

45,603,055

33.54 %

James Neate

90,426,312

66.50 %

45,554,294

33.50 %

Mariame McIntosh Robinson

90,496,213

66.55 %

45,484,393

33.45 %

Resolution 3

Reappointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditor of Parkland until the close of the next annual meeting of shareholders, with remuneration to be determined by the board of directors of Parkland:

Votes For

134,418,865

97.87 %

Votes Withheld

2,929,008

2.13 %

Resolution 4

Approval, on a non-binding and advisory basis, of Parkland’s approach to executive compensation as set forth and described in the Information Circular:

Votes For

88,102,453

64.79 %

Votes Against

47,877,185

35.21 %

About Parkland Corporation
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “commit”, “ensure”, “enhance”, “expect”, “increase”, “ongoing”, “will”, 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 final approval of the Court of King’s Bench of Alberta, receipt of regulatory approvals, satisfaction of the conditions precedent to the Arrangement and the anticipated timing of closing of the Arrangement.

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 should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, regulatory, market and business conditions; the completion of the Arrangement on anticipated terms and timing, or at all, including obtaining court approval, regulatory approvals and other customary closing conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; the expected timing of the court approval and the anticipated effective date of the Arrangement may be changed or delayed; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, and under the heading “Risk Factors” in the Information Circular, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

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Parkland Corporation Announces Execution of Supplemental Indentures for Senior Notes in Connection with the Consent Solicitations

CALGARY, AB, June 20, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (TSX: PKI) (”Parkland”) today announced that in connection with the successful completion of its previously announced consent solicitations, Parkland, the applicable Guarantors and the applicable trustees have executed supplemental indentures (the “Supplemental Indentures”) to amend the indentures (the “Indentures”) governing the notes listed below (the “Notes”). The consent solicitations were made in connection with Parkland’s definitive agreement whereby Sunoco LP (”Sunoco”) will acquire the issued and outstanding common shares of Parkland (the “Transaction”), which was previously announced on May 5, 2025.

Parkland Logo


Series of Notes (US dollar denominated)


Series of Notes (Canadian dollar denominated)

5.875% Senior Notes due 2027

6.000% Senior Notes due 2028

4.500% Senior Notes due 2029

4.375% Senior Notes due 2029

4.625% Senior Notes due 2030

6.625% Senior Notes due 2032

The Supplemental Indentures amended the Indentures by (collectively, the “COC Amendments”):

(a) eliminating Parkland’s potential obligation under such Indenture to make a “Change of Control Offer” (as defined in such Indenture) as a result of the Transaction; and

(b) amending the defined term “Change of Control” in such Indenture to provide that Sunoco and its affiliates will be “Qualified Owners” of Parkland.

The Supplemental Indentures became effective upon their execution and are binding on all Holders, as defined in that certain consent solicitation statement issued on May 27, 2025 (the “Consent Solicitation Statement”), including those who did not deliver a consent at or prior to the Expiration Date, as defined in the Consent Solicitation Statement. The COC Amendments will cease to become operative if the Transaction is not consummated or if the applicable consent fees are not paid to the applicable depositary or tabulation agent.

This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the consent solicitation statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. Please refer to the earlier press releases dated May 27, 2025 and June 10, 2025, in connection with the consent solicitations for more information.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release, the words “believes”, “expects”, “expected”, “will”, “plan”, “intends”, “target”, “would”, “seek”, “could”, “projects”, “projected”, “anticipates”, “estimates”, “continues” 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 Transaction.

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 should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q1 2025 Management’s Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

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Parkland Corporation Announces Consent Solicitations for Senior Notes in Connection with the Sunoco Acquisition

CALGARY, AB, May 27, 2025 //PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (TSX: PKI) (”Parkland”) today announced that it has commenced consent solicitations to amend the indentures (the “Indentures”) governing certain series of its outstanding US dollar-denominated and Canadian dollar-denominated notes (each a “Consent Solicitation” and collectively, the “Consent Solicitations”), as listed in the table below (collectively, the “Notes”). The Consent Solicitations are being made in connection with Parkland’s definitive agreement whereby Sunoco LP (”Sunoco”) will acquire the issued and outstanding common shares of Parkland (the “Transaction”), which was previously announced on May 5, 2025.


Title of Series of Notes


CUSIP Numbers


Aggregate Principal
Amount
Outstanding


Consent Fee(1)

5.875% Senior Notes due 2027

70137TAP0 / C71968AB4

US$500,000,000

US$1.00

6.000% Senior Notes due 2028

70137WAB4 / 70137WAA6

C$400,000,000

C$1.00

4.375% Senior Notes due 2029

70137WAF5 / 70137WAE8

C$600,000,000

C$1.00

4.500% Senior Notes due 2029

70137WAG3 / C7196GAA8

US$800,000,000

US$1.00

4.625% Senior Notes due 2030

70137WAL2 / C7196GAB6

US$800,000,000

US$1.00

6.625% Senior Notes due 2032

70137WAN8 / C7196GAC4

US$500,000,000

US$1.00

(1) For each US$1,000 principal amount of US$ denominated notes (the “USD Notes”) or C$1,000 principal amount of C$ denominated notes (the “CAD Notes”), as applicable. US$0.50 or C$0.50 of the Consent Fees, as applicable, for each series of Notes, shall be due and payable promptly (and in any event within three business days) after the applicable Expiration Date, and US$0.50 or C$0.50 of the Consent Fees, as applicable for each Series of Notes, shall be due and payable on or prior to the closing date of the Transaction (or as promptly as practicable thereafter).

Under each Indenture, the consummation of the Transaction would constitute a Change of Control (as defined in such Indenture). A Change of Control Triggering Event with respect to a series of Notes (as defined in the applicable Indenture) would occur if a decrease by one or more gradations (including gradations within the ratings categories, as well as between categories) (a “Ratings Decline”) by certain ratings agency or agencies occur within 90 days before or after the earliest of (x) a Change of Control (as defined in the applicable Indenture), (y) the date of public notice of the occurrence of a Change of Control (as defined in the applicable Indenture) or (z) public notice of the intention of Parkland to effect a Change of Control (as defined in the applicable Indenture) (with such 90-day period to be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by an applicable rating agency). If a Change of Control Triggering Event (as defined in the applicable Indenture) with respect to a series of Notes occurs, each holder of such series would have the right to require Parkland to repurchase all or any part of such holder’s Notes of that series on the terms set forth in the applicable Indenture. If a Change of Control Offer (as defined in the applicable Indenture) is made with respect to a series of Notes, Parkland would be required to offer a cash payment equal to 101% of the principal amount of the Notes of that series to be purchased, plus accrued and unpaid interest. Subsequent to the announcement of the Transaction, Standard & Poor’s Rating Services, Moody’s Investor Services Inc. and DBRS Limited each released reports with respect to the Notes, none of which included a downgrade of the rating of the Notes or an announcement of consideration for possible downgrade of the rating of the Notes. Fitch Ratings, Inc. does not provide a rating with respect to the Notes.

Subject to the conditions described in the consent solicitation statement dated May 27, 2025, as amended from time to time (the “Consent Solicitation Statement”), Parkland is seeking consent from the holders of each series of Notes to amend the Indenture for each such series to (collectively, the “Proposed COC Amendments”):

a) eliminate Parkland’s potential obligation under such Indenture to make a “Change of Control Offer” (as defined in such Indenture) as a result of the Transaction; and

b) amend the defined term “Change of Control” in such Indenture to provide that Sunoco and its affiliates will be “Qualified Owners” of Parkland.

With respect to each series of the Notes, the adoption of the Proposed COC Amendments will require the valid and unrevoked consents of holders of at least a majority of the aggregate outstanding principal amount of such series as of the applicable Record Date (as defined below). Receipt of the requisite consent with respect to one series of Notes is not a condition to the completion of the Consent Solicitation with respect to any other series of Notes.

Each Consent Solicitation will expire at 5:00 p.m., Eastern Daylight Time, on June 9, 2025 (such date and time with respect to a Consent Solicitation, as the same may be terminated or extended by Parkland from time to time, in its sole discretion, the “Expiration Date”). Only holders of record of the USD Notes as of 5:00 p.m., Eastern Daylight Time, on May 23, 2025 and holders of record of the CAD Notes as of 5:00 p.m., Eastern Daylight Time, on May 26, 2025 (each, a “Record Date”), are eligible to deliver consents to the Proposed COC Amendments applicable to such series of Notes. Parkland may, in its sole discretion, abandon, terminate, amend or extend any Consent Solicitation with regard to a series of Notes at any time and from time to time as described in the Consent Solicitation Statement.

Only holders of Notes of a series as of the applicable Record Date who deliver valid and unrevoked consents to the Proposed COC Amendments on or prior to the earlier of the applicable Consent Time (as defined in the Consent Solicitation Statement) and the Expiration Date for such series shall receive the Consent Fees set forth in the table above, which are subject to the terms and conditions set forth in the Consent Solicitation Statement. Payment of the consent fees with respect to each series of Notes is subject to the satisfaction (or waiver) by Parkland of certain conditions, including receipt of the applicable requisite consents.

This press release is for informational purposes only and the Consent Solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Holders of any series of Notes are urged to read and carefully consider the information contained in the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed COC Amendments. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy any series of Notes or any other securities. The Consent Solicitation Statement does not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. Barclays Capital Inc. and RBC Capital Markets, LLC / RBC Dominion Securities Inc. are serving as solicitation agents with respect to the Consent Solicitations. D.F. King & Co., Inc. is serving as Information Agent and Tabulation Agent in connection with the Consent Solicitations with respect to the USD Notes. Computershare Investor Services Inc. is serving as Tabulation Agent in connection with the Consent Solicitations with respect to the CAD Notes. Questions or requests for assistance related to the Consent Solicitations or for additional copies of the Consent Solicitation Statement and other related documents may be directed to Barclays Capital Inc. and RBC Capital Markets, LLC / RBC Dominion Securities Inc. at (212) 528-7581, (212) 618-7843 and (416) 842-6311, respectively, or to D.F. King & Co., Inc. at (212) 269-5550 and (800) 659-5550.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release, the words “believes”, “expects”, “expected”, “will”, “plan”, “intends”, “target”, “would”, “seek”, “could”, “projects”, “projected”, “anticipates”, “estimates”, “continues” 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 Transaction and the Consent Solicitations.

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 should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction, the Consent Solicitations, including the timing thereof, and the Proposed COC Amendments. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q1 2025 Management’s Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

For more information: Investor Inquiries, 1-855-355-1051, [email protected].

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Parkland Announces Date of 2025 First Quarter Results and Annual General Meeting of Shareholders

CALGARY, AB, April 23, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) expects to announce its 2025 first quarter results after markets close on Monday, May 5, 2025. A webcast and conference call will then be held on Tuesday, May 6, 2025, at 6:30 am MDT (8:30 am EDT) to discuss the results. To listen to the live webcast and watch the presentation, please use the following link: https://app.webinar.net/6EGD7EOlNX2

Analysts and investors interested in participating in the question and answer session of the conference call may do so by calling 1-888-510-2154 (toll-free) (Conference ID: 48036). International participants may call 1-437-900-0527 (Conference ID: 48036). Additionally, the Rapid Connect URL https://emportal.ink/42KxRDG will allow participants to join from anywhere in the world. Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted at www.parkland.ca. Financial Statements and Management’s Discussion and Analysis will be posted to www.parkland.ca and www.sedarplus.ca after the results are released. Annual General Meeting of Shareholders Parkland will host its 2025 Annual General Meeting of Shareholders (”AGM”) on Tuesday, May 6, 2025, at 9:00 a.m. MDT (11:00 a.m. EDT). The meeting will be conducted at the Telus Convention Centre, 136 8th Avenue SE, Calgary, Alberta, T2G 0K6, Canada. Shareholders Are Urged to Vote the BLUE Proxy for Parkland’s Director Nominees The management information circular and related proxy materials, including the Chairman’s letter to shareholders and a BLUE form of proxy or voting instruction form (”BLUE Proxy”), have been mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.ca, and on the Company’s website. The Company strongly recommends registered shareholders (who require a 15-digit control number) and beneficial shareholders (who require a 16-digit control number) to vote ONLY on the BLUE Proxy FOR the Parkland Nominees. For the latest information, please visit ourparkland.ca. How to Vote on the BLUE Proxy: Online:

By Telephone:

  • Registered Shareholders:
    • North America: 1-866-732-8683
    • International: 1-312-588-4290
  • Beneficial Shareholders:
    • Canada: 1-800-474-7493 (English) / 1-800-474-7501 (French)
    • U.S.: 1-800-454-8683

Questions? Need Help Voting?

  • Contact Kingsdale Advisors:
    • 1-888-518-6832 (Toll-free in North America)
    • 1-647-251-9740 (International – call or text)
    • Email: [email protected]

About Parkland Corporation Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance. Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization. Forward-Looking Statements Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “aim”, “continue”, “expect”, “will”, “would” 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: Parkland’s AGM and the expected timing thereof. 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 should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

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Parkland Strongly Reaffirms Board’s Capability to Lead Strategic Review and Maximize Shareholder Value

Publishes Presentation Refuting Simpson Oil’s Misleading Claims

Encourages Shareholders to Continue Voting ONLY on the BLUE Proxy

CALGARY, AB, April 21, 2025 /PRNewswire/ — Parkland Corporation (”Parkland” or the “Company”) (TSX: PKI) today announced that it has published a presentation, available for download here that comprehensively refutes the claims being advanced by Simpson Oil Limited (”Simpson”) and demonstrates Parkland’s refreshed, experienced, and independent Board is the right team to lead the Company through its ongoing Strategic Review process.

“This is a clear attempt by a minority shareholder to seize full control of Parkland without offering a control premium to its fellow shareholders—and without the experience or qualifications required to oversee a complex strategic review,” said Michael Jennings, Executive Chair of Parkland. “The hand-picked Simpson dissident slate lacks independence, expertise, and credibility. In contrast, Parkland’s Board is highly independent, has significant and relevant expertise, and is committed to advancing a thorough process that delivers value for all shareholders—not just one.”

Shareholders should have all the key facts ahead of the upcoming Annual General Meeting. These points make clear why Parkland’s independent and experienced Board is best positioned to lead the Strategic Review and to deliver long-term value for ALL shareholders—and why it deserves your full support.


1. Simpson has Nominated an Unqualified, Inexperienced, and Unfit Slate of Directors

In nearly two years of agitation, the Simpson family has failed to put forward a qualified alternative to Parkland’s current Board, a credible CEO candidate, or serious alternative plan. Contrary to Simpson’s claims, their proposed slate lacks independence, public company experience, and relevant industry expertise.

Their nominees include:

  • Two family office employees with no meaningful public company or industry experience
  • A banker from Parkland’s lead bank, clearly conflicted—his decision to join the dissident slate reflects poor judgment and exemplifies Simpson’s approach to doing business
  • A failed small-cap CEO as an interim CEO candidate
  • A local Cayman real estate broker, with no observable public company experience

This slate lacks independence, credibility, and the expertise required to steward a company like Parkland. It has been assembled for one purpose: to give the Simpson family unchecked control of the Company.

Michael Jennings’ new role as Executive Chair strengthens Parkland by bringing his track record of performance to operate the Company and his unparalleled experience in the industry and capital markets to drive a credible and thorough Strategic Review process.


2. Simpson Wants Full Control — Without Paying Shareholders a Premium

Let’s be clear: this is not about representation—it’s about total control.

Despite owning just under 20% of Parkland, the Simpson family is seeking full control of the Company without paying a control premium to other shareholders. Over the past 12 months, Parkland’s Board and management have engaged in numerous meetings and calls with the Simpson family, during which they made one thing unequivocally clear: they would accept nothing short of complete control of Parkland. Their goal is to advance their personal financial interests at the expense of other shareholders.

The Simpson family now claims publicly that their slate of nine nominees is “independent,” but their private communications reveal otherwise. They explicitly rejected Parkland’s offer to jointly vet and appoint truly independent directors—including highly qualified candidates identified through an impartial third-party search firm, Sue Gove and Felipe Bayon—solely because these candidates were outside the Simpsons’ personal control.

Their claim of independence is contradicted by their own statements and actions. Shareholders should recognize this slate for what it is: an attempt to seize control without paying a control premium, through hand-picked nominees who are neither independent nor qualified.


3. Simpson has Demonstrated a Pattern of Disregard for Fiduciary Duties to all Shareholders

The Simpson family has demonstrated, repeatedly, a troubling pattern of behaviour that is fundamentally incompatible with the fiduciary duties required of a public company board.

Their previously nominated directors circumvented Parkland’s established Board and Special Committee processes to privately solicit an offer from a bidder. These discussions prioritized the Simpson family’s personal financial interests over the broader shareholder base, negatively impacting Parkland’s ability to negotiate a full and fair price on behalf of all other shareholders—an act that flies in the face of good governance and transparency. Regrettably, this is not an isolated incident; similar behaviour occurred several years ago during Parkland’s negotiations to acquire Canadian retail assets.

If the Simpson family succeeds in installing their chosen slate, shareholders can have no confidence they will act in the interests of anyone other than themselves. Their actions to date strongly indicate that future decisions would be designed to enrich the Simpson family—not maximize value for all shareholders.


4. A Credible and Thorough Strategic Review Is Underway — Designed for All Shareholders, Not Just Simpson

The current Board is conducting a robust and independent Strategic Review, led by a refreshed, highly qualified Board composed of a supermajority of independent directors with deep expertise in energy, capital markets, and corporate governance.

Guided by the singular objective of maximizing value for all shareholders, Parkland’s Strategic Review is already attracting significant interest and is overseen by a Special Committee of independent, highly qualified directors—including former CEOs and senior executives—with support from Goldman Sachs Canada and BofA Securities.

In contrast to Simpson’s agenda, which prioritizes their personal financial gains and unique tax circumstances, Parkland’s Strategic Review is rooted in rigorous governance and accountability, thoroughly evaluating all opportunities to unlock the Company’s full value.


5. Parkland’s Current Board is Truly Independent — Refreshed, Experienced, and Accountable to All Shareholders

Over the past two years, Parkland has made significant changes to its Board, appointing six new independent directors with exceptional track records across energy, governance, and M&A, chosen through multiple independent global search firms and our independent committee structure. These individuals bring deep operational and strategic expertise—precisely what is required to oversee a company of Parkland’s size and complexity, and to steward a successful Strategic Review process.

The choice facing shareholders is clear: an experienced, diverse, and independent Board acting in the best interest of all shareholders—or an unqualified, conflicted slate chosen by a single shareholder with a narrow financial agenda.


Shareholders Are Urged to Vote the BLUE Proxy for Parkland’s Director Nominees

The management information circular and related proxy materials, including the Chairman’s letter to shareholders and a BLUE form of proxy or voting instruction form (”BLUE Proxy“), have been mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.com, and on the Company’s website.

The Company strongly recommends registered shareholders (who require a 15-digit control number) and beneficial shareholders (who require a 16-digit control number) to vote ONLY on the BLUE Proxy FOR the Parkland Nominees.

For the latest information, please visit ourparkland.ca.


How to Vote on the BLUE Proxy:

Online:

By Telephone:

  • Registered Shareholders:
    • North America: 1-866-732-8683
    • International: 1-312-588-4290
  • Beneficial Shareholders:
    • Canada: 1-800-474-7493 (English) / 1-800-474-7501 (French)
    • U.S.: 1-800-454-8683


Questions? Need Help Voting?

  • Contact Kingsdale Advisors:
    • 1-888-518-6832 (Toll-free in North America)
    • 1-647-251-9740 (International – call or text)
    • Email: [email protected]

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “aim”, “continue”, “expect”, “will”, “would” 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 objectives of the Parkland Board; the objective of the Simpson family; Parkland’s AGM; the distribution of proxy materials in connection with the AGM and the expected timing thereof.

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 should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

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Parkland Advances Strategy; Announces Sale Process for its Florida Business

CALGARY, AB, Sept. 3, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland” or the “Company”) today announced that it is initiating a process to divest its Florida-based retail and commercial businesses.

This announcement represents the continued execution of Parkland’s strategy. Consistent with its strategy laid out in November 2023, the Company expects to double cash flow per share1 to $8.50 and grow Adjusted EBITDA1 to $2.5 billion by 2028 through continued organic growth, lowering costs and optimizing its supply advantage.

“This disposition reflects our commitment to direct capital towards our highest return opportunities and maximize shareholder value,” said Bob Espey, President and CEO, Parkland. “We remain deeply committed to our northern US business, which is performing well and has strong connectivity with Canada.”

Parkland continuously reviews all parts of its portfolio. While its Florida improvement plan is on track, the Company has more accretive investment opportunities in other parts of its business that can deliver stronger financial returns and growth.

Parkland remains focused on improving returns and increasing cash flow through disciplined capital allocation. By divesting non-core assets, the Company continues to focus on areas with the highest growth potential and strongest synergies with its core business.

Parkland’s Florida business comprises approximately 100 retail locations, nine cardlock facilities and four bulk storage plants and warehouses. Early indications show substantial interest in our Florida assets, and we expect to complete this disposition within the next 12 to 18 months.

The announced sale of Parkland’s Florida business is part of the Company’s previously announced non-core asset divestment program which the Company now expects will significantly exceed $500 million by the end of 2025.

The Company expects to close the previously announced sale of its Canadian propane business in the fourth quarter of 2024. This disposition includes estimated cash proceeds of $115 million and an exclusive long-term supply contract with the new owner.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing, and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

Forward-Looking Statements

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 “aim”, “continue”, “focus”, “will”, “would” 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: Parkland’s plan to divest its Florida-based retail and commercial businesses, the process relating thereto and the completion and timing thereof; executing Parkland’s corporate strategy; Parkland doubling its available cash flow per share to $8.50 by 2028 (the “Available cash flow per share Ambition”) and growing its Adjusted EBITDA to $2.5 billion by 2028 (the “Adjusted EBITDA Ambition”); Parkland’s commitment to direct capital towards its highest return opportunities and maximize shareholder value; Parkland’s commitment to its northern US business; accretive investment opportunities and expectations relating thereto; Parkland’s focus on improving returns, increasing cash flow and areas with the highest growth potential and strongest synergies; Parkland’s non-core asset divestment program and expectations relating thereto; completing the sale of Parkland’s Canadian propane business on the terms relating thereto and the timing thereof; and Parkland’s Customer Advantage and Supply Advantage.

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 required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; Parkland’s ability to identify buyers and complete divestments on terms reasonable to Parkland and in a timely manner; future accretive investments opportunities; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period (”Q2 2024 MD&A”), each as filed on SEDAR+ at www.sedarplus.ca and available on Parkland’s website at www.parkland.ca. The Available cash flow per share Ambition and Adjusted EBITDA Ambition assume continued organic growth from growth capital expenditures in line with historical returns, synergy capture from previously completed acquisitions, identified cost efficiencies, potential acquisitions (not identified, but reflective of expected market returns and similar to expected returns from organic growth initiatives), major planned turnarounds at Parkland’s refinery in Burnaby, British Columbia in 2025 and 2028, interest rates on long term bank debt and corporate bonds as set out in our latest financial statements, with any maturing debts set to retire in the interim periods extended at current prevailing market rates, income taxes at expected corporate income tax rates, including the impact of Pilar II legislation, and the key material assumptions and risks include: ongoing operations without any material economic, legal, environmental or income tax changes and per share metrics impacted by share repurchases, with the assumption that the outstanding common shares do not change materially. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Specified Financial Measures This news release refers to certain non-GAAP financial measures and ratios, total of segments measures and supplementary financial measures (collectively “specified financial measures”). Available cash flow is a non-GAAP financial measure; Available cash flow per share and Available cash flow per share Ambition are non-GAAP financial ratios; Adjusted EBITDA is a total of segments measure; and Adjusted EBITDA Ambition is a supplementary financial measure, all of which do not have standardized meanings prescribed by International Financial Reporting Standards (”IFRS”) and may not be comparable to similar financial measures used by other issuers who may calculate these measures differently. See Section 16 of the Q2 2024 MD&A for a discussion of Adjusted EBITDA, Available cash flow and Available cash flow per share and, where applicable, their reconciliations to the nearest IFRS measures, which is hereby incorporated by reference into this news release and available on Parkland’s profile on SEDAR+ at www.sedarplus.ca. Investors are cautioned that these measures should not be construed as an alternative to net earnings (loss), cash generated from (used in) operating activities, or other directly comparable financial measures determined in accordance with IFRS as an indication of Parkland’s performance. Adjusted EBITDA Ambition is the forward-looking metric of the historical measure of Adjusted EBITDA for 2028. Available cash flow per share Ambition is the forward-looking metric of the historical measures of Available cash flow and Available cash flow per share for 2028.


1 Specified financial measure. See “Specified Financial Measure” section of this news release. See “Forward Looking Statements” section of this news release for assumptions underlying Parkland’s 2028 ambitions.

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Parkland Responds to Application Initiated by Simpson Oil in the Midst of Ongoing Negotiations

Simpson Oil’s approach runs counter to Parkland’s continuing good faith efforts to reach a resolution with its significant shareholder

Parkland will vigorously defend the interests of all shareholders while remaining open to continued negotiations to resolve differences with SOL

CALGARY, AB, Aug. 13, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) is surprised and disappointed by the application initiated by Simpson Oil Limited (”SOL”) today in the midst of Parkland’s ongoing, good faith efforts aimed at resolving its differences with SOL. The Company firmly rejects any characterization by SOL that the routine turnover in the management team over the past five years resulted in a material adverse change that would relieve SOL of any of its obligations under the Governance Agreement. This desperate legal maneuvering is without precedent.

Parkland Corporation Logo

“Parkland has worked tirelessly to resolve differences with SOL whose latest actions indicate they are seeking greater influence over our Board than we believe is in the best interests of all our shareholders,” said Michael Jennings, Chairman of Parkland’s Board of Directors.

“Parkland’s Board and Management are aligned in defending the Company’s rights and the interests of all its shareholders,” added Jennings. “We continue to remain open to a constructive resolution with SOL. We are ready to reengage with SOL at any time and are committed to reaching a resolution that maximizes shareholder value, ensures good governance practices, and protects the rights and interests of all our shareholders.”

Ongoing Efforts to Reach Amicable Resolution

Parkland has worked to resolve differences with SOL, aiming to enhance investor confidence and maximize value for all shareholders. The Company has made significant strides on several matters of concern to SOL, including the transition to our new Chairman Michael Jennings, and ongoing Board renewal, with three recent new Director appointments.

To find resolution with SOL, Parkland remains willing to sunset the 2019 Governance Agreement and reappoint two SOL nominees to the board, in order to allow Parkland to continue to execute its strategy without disruption.

Despite these latest disruptions, Parkland and its management team remain committed to delivering shareholder value by executing its strategic plan focused on organic growth, improving returns, debt reduction, and doubling cash flow per share.

Background on the Governance Agreement

The Governance Agreement was entered into freely by SOL on January 8, 2019, as part of the transaction where Parkland acquired 75 percent of SOL Investment, resulting in SOL becoming a significant shareholder of Parkland.

Governance agreements are a common instrument, where a transaction creates a significant shareholder, designed to assure certainty and stability to the company and help protect the rights of all other shareholders.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are deeply embedded across our organization.

Forward-Looking Statements

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 “aim”, “continue”, “focus”, “will”, “would” 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 execution of Parkland’s corporate strategy, Parkland’s strategic plan and the focus thereof, Parkland’s contractual rights and the enforcement of such rights, including the terms of the Governance Agreement, Parkland’s plan to focus on organic growth, improving returns, debt reduction, and doubling cash flow per share, and Parkland’s Customer Advantage and Supply Advantage.

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 required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; action by other companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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PARKLAND ANNOUNCES PRICING OF SENIOR UNSECURED NOTES OFFERING

CALGARY, AB, Aug. 12, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) announced today that it has priced its previously announced private offering of US$500 million of senior unsecured notes due 2032 at an issue price of par. The notes will pay a fixed rate of interest of 6.625% per annum.

Parkland Corporation Logo

Parkland intends to use the net proceeds of the offering for the repayment of a portion of the outstanding drawings under its credit facilities.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of the notes in any state, or jurisdiction in which such offer, solicitation, or sale would be unlawful.

The notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may be offered and sold outside the United States pursuant to Regulation S under the Securities Act. In addition, the notes have not been and will not be qualified for distribution to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The notes will be offered and sold in Canada on a private placement basis only to “accredited investors” pursuant to certain prospectus exemptions.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements based on current expectations, including the closing of the offering and the use of proceeds from the offering if and when closed. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements.

Any forward-looking statements are made as of the date hereof and Parkland does not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

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Parkland Reports 2024 First Quarter Results

First quarter Adjusted EBITDA1 of $327 million

Safely restarted the Burnaby Refinery and returned to normal operations

Progressing $500 million of non-core asset dispositions

CALGARY, AB, May 1, 2024 /PRNewswire/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), today announced its financial and operating results for the three months ended March 31, 2024.

“The team continues to deliver on our strategy and optimize our portfolio,” said Bob Espey, President and Chief Executive Officer. “We have identified more than $400 million of non-core assets for disposition, many of which have been sold or are in the advanced stages of negotiation. This represents more than 80 percent of our $500 million target by the end of 2025.”

“I have full confidence in our team’s ability to execute our operational plan that leverages our customer advantage and unique supply benefits, despite headwinds in some of the markets where we operate,” added Espey. “We expect to deliver our 2024 Adjusted EBITDA Guidance range of $1.95 to $2.05 billion and see a clear pathway to achieving a Leverage Ratio at the low end of our 2 to 3 times target range by the end of 2025.”

Q1 2024 Highlights

  • Adjusted EBITDA of $327 million, a decrease of 17 percent as compared to the first quarter of 2023, driven by an unplanned shutdown of the Burnaby Refinery, which began as a result of extreme cold weather and was extended by technical issues during the subsequent start-up. The Burnaby Refinery safely returned to normal operations on March 29, 2024.
  • Net loss of $5 million ($0.03 per share, basic), a decrease of $82 million as compared to the first quarter of 2023, and Adjusted earnings2 of $43 million ($0.25 per share, basic), a decrease of $71 million from the first quarter of 2023.
  • TTM Available cash flow2 of $770 million, an increase of 23 percent from 2023, and TTM Cash generated from (used in) operating activities3 of $1,683 million, consistent with 2023.
  • TTM Available cash flow per share2 of $4.38, an increase of 16 percent from 2023, and TTM Cash generated from (used in) operating activities per share3 of $9.56, a decrease of 7 percent from 2023.
  • Leverage Ratio4 of 3.1 times (2.8 times at Q4 2023), reflecting the impact of the unplanned shutdown of the Burnaby Refinery.
  • Purchased for cancellation approximately 1.8 million common shares for $82 million under our normal course issuer bid (”NCIB”) program in Q1 2024.
  • Parkland’s quarterly dividend increased from $0.34 to $0.35 per common share, or $1.40 per common share annualized, representing a 3 percent increase from the prior year. Dividends are expected to be declared and paid on a quarterly basis.

Q1 2024 Segment Highlights

  • Canada delivered Adjusted EBITDA of $191 million, up 14 percent from Q1 2023 ($167 million). This increase was primarily driven by stronger fuel unit margins, partially offset by lower commercial volumes due to unseasonably warm weather. Company same-store volume growth (”Company SSVG”5) was 5.9 percent, demonstrating the improved productivity of our company-owned network.
  • International delivered Adjusted EBITDA of $149 million, down 19 percent from Q1 2023 ($183 million). The decrease was primarily driven by lower fuel unit margins and wholesale volumes as compared to Q1 2023, partially offset by successful cost controls.
  • USA delivered Adjusted EBITDA of $33 million, up 57 percent from Q1 2023 ($21 million). Performance reflects ongoing integration efforts, including C-store improvements and On the Run rebrands. Lower fuel unit margins and volumes reflect broader industry trends.
  • Refining reported an Adjusted EBITDA loss of $32 million, compared to Adjusted EBITDA of $38 million in Q1 2023. Composite utilization5 at the Burnaby Refinery was 20 percent, reflecting the unplanned shutdown, compared to 34 percent in Q1 2023, reflecting a scheduled turnaround. During the quarter, we accelerated maintenance and refining optimization work previously scheduled for the third quarter of 2024. As a result, we expect to enhance the Burnaby Refinery’s utilization and profitability for the remainder of the year.
  • Parkland’s total recordable injury frequency rate5 on a trailing-twelve-months basis was 1.07, compared to 0.97 at March 31, 2023.

_______________________

1

Total of segments measure. See “Total of Segments Measures” section of this news release.

2

Non-GAAP financial measure or non-GAAP financial ratio. See “Non-GAAP Financial Measures and Ratios” section of this news release.

3

Supplementary financial measure. See “Supplementary Financial Measures” section of this news release.

4

Capital management measure. See “Capital Management Measures” section of this news release.

5

Non-financial measure. See “Non-Financial Measures” section of this news release.

Consolidated Financial Overview

($ millions, unless otherwise noted)

Three months ended March 31,

Financial Summary

2024

2023

Sales and operating revenue

6,939

8,156

Adjusted EBITDA(1)

327

395

Canada(2)

191

167

International(2)

149

183

USA(2)

33

21

Refining(2)

(32)

38

Corporate(2)

(14)

(14)

Net earnings (loss)

(5)

77

Net earnings (loss) per share – basic ($ per share)

(0.03)

0.44

Net earnings (loss) per share – diluted ($ per share)

(0.03)

0.43

Trailing-twelve-month (”TTM”) Cash generated from (used in) operating activities(3)

1,683

1,688

TTM Cash generated from (used in) operating activities per share(3)

9.56

10.23

TTM available cash flow(4)

770

625

TTM available cash flow per share(4)

4.38

3.79

1

Total of segments measure. See “Total of Segments Measures” section of this news release.

2

Measure of segment profit (loss). See “Total of Segments Measures” section of this news release.

3

Supplementary financial measure. See “Supplementary Financial Measures” section of this news release.

4

Non-GAAP financial measure or non-GAAP financial ratio. See “Non-GAAP Financial Measures and Ratios” section of this news release.

Q1 2024 Conference Call and Webcast Details

Parkland will host a webcast and conference call on Thursday, May 2, 2024 at 6:30 am MT (8:30 am ET) to discuss the results. To listen to the live webcast and watch the presentation, please use the following link: https://app.webinar.net/xr4dJn89YLk

Analysts and investors interested in participating in the question and answer session of the conference call may do so by calling 1-888-390-0546 (toll-free) (Conference ID: 10413873). International participants may call 1-800-389-0704 (toll-free) (Conference ID: 10413873).

Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted at www.parkland.ca.

MD&A and Interim Condensed Consolidated Financial Statements

The Management’s Discussion and Analysis for the three months ended March 31, 2024 (the “Q1 2024 MD&A”) and Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2024 (the “2024 Interim Condensed Consolidated Financial Statements”) provide a detailed explanation of Parkland’s operating results for the three months ended March 31, 2024. An English version of these documents will be available online at www.parkland.ca and the System for Electronic Data Analysis and Retrieval + (”SEDAR+”) after the results are released by newswire under Parkland’s profile at www.sedarplus.ca. The French versions of the Q1 2024 MD&A and the Q1 2024 Condensed Consolidated Financial Statements will be posted to www.parkland.ca and SEDAR+ as soon as they become available.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are deeply embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release, the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” 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: business strategies, objectives and initiatives; Parkland’s 2024 Adjusted EBITDA Guidance range and goal of achieving a Leverage Ratio at the low end of our 2-3x target range by the end of 2025; Parkland’s expectation to enhance the Burnaby Refinery’s utilization and profitability for the remainder of 2024; Parkland’s expectations regarding future dividend amounts, and timing and frequency of payments; Parkland’s portfolio optimization strategy and target of completing $500 million of non-core asset dispositions, and the timing in respect thereof; and Parkland’s plans to implement ongoing operating and MG&A cost reductions.

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 obligation to publicly update or revise any forward-looking statements except as 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, many of which are beyond the control of Parkland, including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategies, objectives, and initiatives, including the completion, financing and timing thereof, realizing the benefits therefrom, and meeting our targets and commitments relating thereto; Parkland’s ability to pay future dividends and complete share repurchases, if any, using its NCIB program; realization of the expected impact of the maintenance and refining optimization work completed on the Burnaby Refinery’s utilization and profitability; Parkland’s ability to execute on its asset disposition target, including with respect to identifying buyers, and completing such dispositions, if any, on terms reasonable to Parkland and in a timely manner; and the assumptions and risks described under “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s most recent Annual Information Form, and under “Forward-Looking Information” and “Risk Factors” in the Q1 2024 MD&A, which are incorporated by reference herein, each as filed on SEDAR+ and available on the Parkland website at www.parkland.ca. In addition, the 2024 Adjusted EBITDA Guidance reflects continued integration of acquired businesses, synergy capture, and organic growth initiatives, and the key material assumptions include: an increase in Retail and Commercial Fuel and petroleum product adjusted gross margin of approximately 5 percent and Food, convenience and other adjusted gross margin of approximately 5 percent as compared to the year ended December 31, 2023; the realization of $100 million of run-rate MG&A cost efficiencies by the end of 2024; Refining adjusted gross margin of approximately $45 to $46 per barrel and average Burnaby Refinery composite utilization of 75 percent to 80 percent (factoring in the unplanned outage) based on the Burnaby Refinery’s crude processing capacity of 55,000 barrels per day; enhancements to operations, utilization and optimization of supply at the Burnaby Refinery during 2024; and implementation of ongoing operating and MG&A cost reductions across the business. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Specified Financial Measures

This news release contains total of segments measures, non-GAAP financial measures and non-GAAP financial ratios, supplementary financial measures and capital management measures (collectively, “specified financial measures”). Parkland’s management uses certain specified financial measures to analyze the operating and financial performance, leverage, and liquidity of the business. These specified financial measures do not have any standardized meaning under International Financial Reporting Standards (”IFRS”) and are therefore unlikely to be comparable to similar measures presented by other companies. The specified financial measures should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details regarding specified financial measures used by Parkland.

Non-GAAP Financial Measures and Ratios

Adjusted earnings (loss) is a non-GAAP financial measure and Adjusted earnings (loss) per share is a non-GAAP financial ratio, each representing the underlying core operating performance of business activities of Parkland at a consolidated level. The most directly comparable financial measure to Adjusted earnings (loss) and Adjusted earnings (loss) per share is Net earnings (loss).

Adjusted earnings (loss) and Adjusted earnings (loss) per share represent how well Parkland’s operational business is performing, while considering depreciation and amortization, interest on leases and long-term debt, accretion and other finance costs, and income taxes. The Company uses these measures because it believes that Adjusted earnings (loss) and Adjusted earnings (loss) per share are useful for management and investors in assessing the Company’s overall performance, as they exclude certain significant items that are not reflective of the Company’s underlying business operations.

See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted earnings (loss).

Please see below for the reconciliation of Adjusted earnings (loss) to net earnings (loss) and calculation of Adjusted earnings (loss) per share.

Three months ended March 31,

($ millions, unless otherwise stated)

2024

2023

Net earnings (loss)

(5)

77

Add:

Acquisition, integration and other costs

30

27

(Gain) loss on foreign exchange – unrealized

3

7

(Gain) loss on risk management and other – unrealized

11

(32)

Other (gains) and losses

10

21

Other adjusting items(1)

10

21

Tax normalization(2)

(16)

(7)

Adjusted earnings (loss)

43

114

Weighted average number of common shares (million shares)(3)

175

175

Weighted average number of common shares adjusted for the effects of dilution (million shares)(3)

175

177

Adjusted earnings (loss) per share ($ per share)

Basic

0.25

0.65

Diluted

0.25

0.64

1

Other adjusting items for the three months ended March 31, 2024 include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $4 million (2023 – $3 million); (ii) other income of $2 million (2023 – $3 million); (iii) realized risk management loss related to underlying physical sales activity in another period of $3 million (2023 – $1 million loss); (iv) adjustment to foreign exchange gains and losses related to cash pooling arrangements of $2 million (2023 – $1 million); (v) adjustment to realized risk management gains of $1 million related to interest rate swaps as these gains do not relate to commodity sale and purchase transactions (2023 – nil); and (vi) the effect of market-based performance conditions for equity-settled share-based award settlements of nil (2023 – $13 million).

2

The tax normalization adjustment was applied to net earnings (loss) adjusting items that were considered temporary differences, such as acquisition, integration and other costs, unrealized foreign exchange gains and losses, unrealized gains and losses on risk management and other, gains and losses on asset disposals, changes in fair value of redemption options, changes in estimates of environmental provisions, loss on inventory write-downs for which there are offsetting associated risk management derivatives with unrealized gains, impairments of non-current assets and debt modifications. The tax impact was estimated using the effective tax rates applicable to jurisdictions where the related items occur.

3

Weighted average number of common shares is calculated in accordance with Parkland’s accounting policy contained in Note 2 of the Annual Consolidated Financial Statements.

Available cash flow is a non-GAAP financial measure and Available cash flow per share is a non-GAAP financial ratio. The most directly comparable financial measure for Available cash flow and Available cash flow per share is cash generated from (used in) operating activities. Parkland uses these measures to monitor its ability to generate cash flow for capital allocation, including distributions to shareholders, investment in the growth of the business, and deleveraging. Available cash flow is calculated as cash generated from (used in) operating activities adjusted for items such as (i) net change in (a) non-cash working capital and (b) other assets and other liabilities, (ii) maintenance capital expenditures, (iii) dividends received from investments in associates and joint ventures, (iv) interest on leases and long-term debt, and (v) payments on principal amounts on leases. Available cash flow per share is calculated as Available cash flow divided by the weighted average number of outstanding common shares. See following table for a calculation of historical Available cash flow and Available cash flow per share and a reconciliation to cash generated from (used in) operating activities.

Three months ended

Trailing twelve
months ended

March 31,2024

($ millions, unless otherwise noted)

June 30,
2023(1)

September 30,
2023

December 31,
2023

March 31,
2024

Cash generated from (used in) operating activities

521

528

417

217

1,683

Reverse: Change in other assets and other liabilities

(11)

7

(4)

28

20

Reverse: Net change in non-cash working capital(1)

(145)

(14)

17

63

(79)

Include: Maintenance capital expenditures

(61)

(52)

(93)

(59)

(265)

Include: Dividends received from investments in associates and joint ventures

2

4

3

2

11

Include: Interest on leases and long-term debt

(89)

(83)

(88)

(85)

(345)

Include: Payments of principal amount on leases

(56)

(57)

(71)

(71)

(255)

Available cash flow

161

333

181

95

770

Weighted average number of common shares (millions)(3)

176

TTM Available cash flow per share

4.38

Three months ended

Trailing twelve months
ended

March 31, 2023

($ millions, unless otherwise noted)

June 30,
2022

September 30,
2022

December 31,
2022

March  31,
2023

Cash generated from (used in) operating activities

341

404

629

314

1,688

Exclude: Adjusted EBITDA attributable to NCI, net of tax

(27)

(11)

(38)

314

393

629

314

1,650

Reverse: Change in other assets and other liabilities

(1)

23

(23)

11

10

Reverse: Net change in non-cash working capital

88

(132)

(232)

18

(258)

Include: Maintenance capital expenditures(2)

(44)

(62)

(118)

(79)

(303)

Include: Dividends received from investments in associates and joint ventures

12

5

16

33

Include: Interest on leases and long-term debt

(69)

(76)

(86)

(92)

(323)

Exclude: Interest on leases and long-term debt attributable to NCI

1

1

Include: Payments on principal amount on leases

(38)

(50)

(52)

(51)

(191)

Exclude: Payments on principal amount on leases attributable to NCI

4

2

6

Available cash flow

267

103

118

137

625

Weighted average number of common shares (millions)(3)

165

TTM Available cash flow per share

3.79

1

For comparative purposes, certain amounts within net change in non-cash working capital for the three months ended June 30, 2023 were revised to conform to the current period presentation.

2

For the three months ended June 30, 2022, and September 30, 2022, and for the trailing twelve months ended March 31, 2023, represents the amounts attributable to Parkland.

3

Weighted average number of common shares is calculated in accordance with Parkland’s accounting policy contained in Note 2 of the Annual Consolidated Financial Statements.

The non-GAAP financial measures and ratios should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Except as otherwise indicated, these non-GAAP measures and ratios are calculated and disclosed on a consistent basis from period to period. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details regarding Parkland’s non-GAAP financial measures and ratios.

Capital Management Measures

Parkland’s primary capital management measure is the Leverage Ratio, which is used internally by key management personnel to monitor Parkland’s overall financial strength, capital structure flexibility, and ability to service debt and meet current and future commitments. In order to manage its financing requirements, Parkland may adjust capital spending or dividends paid to shareholders, or issue new shares or new debt. The Leverage Ratio is calculated as a ratio of Leverage Debt to Leverage EBITDA and does not have any standardized meaning prescribed under IFRS Accounting Standards. It is therefore unlikely to be comparable to similar measures presented by other companies. The detailed calculation of Leverage Ratio is as follows:

($ millions, unless otherwise noted)

March 31, 2024

December 31, 2023

Leverage Debt

5,208

4,976

Leverage EBITDA

1,657

1,780

Leverage Ratio

3.1

2.8

($ millions, unless otherwise noted)

March 31, 2024

December 31, 2023

Long-term debt

6,630

6,358

Less:

Lease obligations

(1,084)

(1,048)

Cash and cash equivalents

(393)

(387)

Non-recourse debt(1)

(3)

Add:

Non-recourse cash(1)

5

Letters of credit

53

53

Leverage Debt

5,208

4,976

Three months ended

Trailing twelve months
ended

March 31, 2024

($ millions, unless otherwise noted)

June 30,
2023

September 30,
2023

December 31,
2023

March 31,
2024

Adjusted EBITDA

470

585

463

327

1,845

Share incentive compensation

6

5

11

6

28

Reverse: IFRS 16 impact(2)

(68)

(71)

(82)

(83)

(304)

408

519

392

250

1,569

Other adjustments(3)

88

Leverage EBITDA

1,657

Three months ended

Trailing twelve months
ended

December 31, 2023

($ millions, unless otherwise noted)

March 31,
2023

June 30,
2023

September 30,
2023

December 31,
2023

Adjusted EBITDA

395

470

585

463

1,913

Share incentive compensation

8

6

5

11

30

Reverse: IFRS 16 impact(2)

(61)

(68)

(71)

(82)

(282)

342

408

519

392

1,661

Other adjustments(3)

119

Leverage EBITDA

1,780

(1)

Represents Non-recourse debt and Non-recourse cash balances related to project financing.

(2)

Includes the impact of operating leases prior to the adoption of IFRS 16, previously recognized under operating costs, which aligns with management’s view of the impact to earnings.

(3)

Includes adjustments to normalize Adjusted EBITDA for non-recurring events including the completion of turnarounds, the unplanned shutdown resulting from an extreme cold weather event, a third-party power outage and the EBITDA attributable to EV charging operations financed through non-recourse project financing.

Total of Segments Measures

Adjusted EBITDA is a total of segments measure used by the chief operating decision maker to make decisions about resource allocation to the segment and to assess its performance. In accordance with IFRS, adjustments and eliminations made in preparing an entity’s financial statements and allocations of revenue, expenses, and gains or losses shall be included in determining reported segment profit or loss only if they are included in the measure of the segment’s profit or loss that is used by the chief operating decision maker. As such, Parkland’s Adjusted EBITDA is unlikely to be comparable to similarly named measures presented by other issuers, who may calculate these measures differently. Parkland views Adjusted EBITDA as the key measure for the underlying core operating performance of business segment activities at an operational level. Adjusted EBITDA is used by management to set targets for Parkland (including annual guidance and variable compensation targets) and is used to determine Parkland’s ability to service debt, finance capital expenditures and provide for dividend payments to shareholders. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details regarding total of segments measures used by Parkland. Refer to the table below for the reconciliation of Adjusted EBITDA to net earnings (loss) for the  three months ended March 31, 2024 and March 31, 2023.

Three months ended March 31,

($ millions)

2024

2023

Adjusted EBITDA

327

395

Less/(add):

Acquisition, integration and other costs

30

27

Depreciation and amortization

206

190

Finance costs

91

104

(Gain) loss on foreign exchange – unrealized

3

7

(Gain) loss on risk management and other – unrealized

11

(32)

Other (gains) and losses(1)

10

21

Other adjusting items(2)

10

21

Income tax expense (recovery)

(29)

(20)

Net earnings (loss)

(5)

77

(1)

Other (gains) and losses for the three months ended March 31, 2024 include the following: (i) $13 million non-cash valuation loss (2023 -$9 million gain) due to the change in fair value redemption options: (ii) $5 million loss (2023 – $23 million loss) in Others, (iii) $4 million non-cash valuation gain (2023 – $4 million loss) due to the change in estimates of environmental provision; (iv) $2 million gain (2023 – $6 million loss) on disposal of assets; and (v) $2 million (2023- $3 million) in Other income.  Refer to Note 12 of the Interim Condensed Consolidated Financial Statements.

(2)

Other adjusting items for the three months ended March 31, 2024 include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $4 million (2023 – $3 million); (ii) other income of $2 million (2023 – $3 million); (iii) realized risk management loss related to underlying physical sales activity in another period of $3 million (2023 – $1 million loss); (iv) adjustment to foreign exchange gains and losses related to cash pooling arrangements of $2 million (2023 – $1 million); (v) adjustment to realized risk management gains of $1 million related to interest rate swaps as these gains do not relate to commodity sale and purchase transactions (2023 – nil); and (vi) the effect of market-based performance conditions for equity-settled share-based award settlements of nil (2023 – $13 million).

Parkland uses Adjusted gross margin as a measure of segment profit (loss) to analyze the performance of sale and purchase transactions and performance on margin. The most directly comparable financial measure is sales and operating revenue. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for the detailed definition of Adjusted gross margin.

Refer to the table below for a detailed calculation of Adjusted gross margin for the three months and three months ended March 31, 2024 and March 31, 2023.

Three months ended March 31,

($ millions)

2024

2023

Sales and operating revenue

6,939

8,156

Cost of purchases

(6,022)

(7,267)

Gain (loss) on risk management and other – realized

(64)

39

Gain (loss) on foreign exchange – realized

(8)

(3)

Other adjusting items to Adjusted gross margin(1)

4

2

Adjusted gross margin

849

927

Fuel and petroleum product adjusted gross margin

666

755

Food, convenience and other adjusted gross margin

183

172

Adjusted gross margin

849

927

1

Includes realized risk management loss related to underlying physical sales activity in another period of $3 million (2023 – $1 million), adjustment to foreign exchange gains and losses related to cash pooling arrangements of $2 million (2023 -$1 million), and adjustment to realized risk management gains of $1 million (2023 – nil) related to interest rate swaps as these gains do not relate to the commodity sale and purchase transactions.

Supplementary Financial Measures

Parkland uses a number of supplementary financial measures, including Adjusted EBITDA Guidance, Leverage Ratio Guidance, TTM Cash generated from (used in) operating activities, and TTM Cash generated from (used in) operating activities per share, and these measures may not be comparable to similar measures presented by other issuers, as other issuers may calculate these measures differently. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details regarding supplementary financial measures used by Parkland, including the composition of such measures.

Non-Financial Measures

Parkland uses a number of non-financial measures, including Company SSVG, composite utilization and total recordable injury frequency rate, in measuring the success of our strategic objectives and to set variable compensation targets for employees. These non-financial measures are not accounting measures, do not have comparable IFRS measures, and may not be comparable to similar measures presented by other issuers, as other issuers may calculate these metrics differently. See Section 16 of the Q1 2024 MD&A, which is incorporated by reference into this news release, for further details on the non-financial measures used by Parkland.

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Parkland’s Burnaby Refinery safely returned to normal operations

CALGARY, AB, April 1, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”) (TSX: PKI) announced today that the Burnaby Refinery (”the refinery”) safely returned to normal operations on March 29, 2024, following an unplanned shutdown originating from extreme cold weather on January 12, 2024.

“I would like to thank the refinery team for their hard work and dedication to safely restore operations,” said Bob Espey, President and Chief Executive Officer. “During this shutdown period, we accelerated maintenance and refining optimization work previously scheduled for the third quarter of 2024. In addition, we have taken proactive steps to improve organization-wide marketing profitability and enhance the refinery’s utilization and profitability for the remainder of the year. I have confidence in our revised operational plan and the proven execution capabilities of our teams. Our 2024 Adjusted EBITDA Guidance range remains unchanged at $1.95 billion to $2.05 billion.”

As a result of this shutdown, we anticipate the refinery will deliver composite utilization of approximately 20 percent and an Adjusted EBITDA loss of between $60 and $65 million for the first quarter 2024. Parkland expects to deliver between $300 to $320 million of total Adjusted EBITDA for the first quarter of 2024.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are deeply embedded across our organization.

Forward-Looking Statements

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”, “anticipate”, ”will”, ”could”, ”would”, ”believe” 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, expectations for composite utilization of the refinery, total Adjusted EBITDA and Adjusted EBITDA loss during the first quarter of 2024; expectations regarding our operational plans and execution, including with respect to the refinery; and expectations regarding our 2024 Adjusted EBITDA Guidance range.

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 required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: the refinery continuing to operate as expected during the remainder of the first quarter of 2024 and for the rest of 2024; general economic, market and business conditions; Parkland’s ability to execute its business strategy, including without limitation, Parkland’s ability to successfully integrate acquisitions, capture synergies, successfully implement organic growth initiatives and to finance such initiatives on reasonable terms; industry capacity; 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; changes and developments in environmental and other regulations; and other factors, many of which are beyond the control of Parkland. In addition, the 2024 Adjusted EBITDA Guidance reflects continued integration of acquired businesses, synergy capture, and organic growth initiatives, and the key material assumptions include: an increase in Retail and Commercial Fuel and petroleum product adjusted gross margin of approximately 5 percent and Food, convenience and other adjusted gross margin of approximately 5 percent as compared to the year ended December 31, 2023; the realization of $100 million of run-rate MG&A cost efficiencies by the end of 2024; Refining adjusted gross margin of approximately $45 to $46 per barrel and average Burnaby Refinery composite utilization of 75 percent to 80 percent (factoring in the unplanned outage) based on the Burnaby Refinery’s crude processing capacity of 55,000 barrels per day; the financial impact of the unplanned outage at the Burnaby Refinery and resumption of normal operations; enhancements to operations, utilization and optimization of supply at the Burnaby Refinery during 2024; and implementation of ongoing operating and MG&A cost reductions across the business. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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Parkland appoints James Neate to its Board of Directors

CALGARY, AB, Feb. 7, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) today is pleased to announce the appointment of investment banking executive, James Neate to its Board of Directors (the “Board”), effective February 10, 2024.

“James is a seasoned executive with significant expertise working within the many markets that Parkland serves,” said Steven Richardson, Chairman of the Board. “His international banking expertise coupled with his understanding of markets in Canada, the Caribbean and South America is invaluable to Parkland. James’ ability to provide strategic insight into global growth opportunities will add additional bench strength to our Board as we continue to advance our strategy to deliver long-term value to all shareholders. We are delighted to welcome James to our Board.”

Mr. Neate’s career spans more than three decades in the Canadian banking industry at Scotiabank. In his time, he held increasingly senior roles, with his most recent as President and Group Head of Corporate and Investment Banking. In this role, he held global management responsibility for Investment Banking, Global Business Payments, and Corporate Banking.

Mr. Neate’s appointment forms part of Parkland’s strategic Board renewal process that has been ongoing for the past 12 months and added three highly experienced directors to Parkland. Collaborating with two global search firms, Parkland has been adhering to a prudent refreshment of its Board, blending continuity with fresh perspectives to ensure a governance structure that supports Parkland’s long-term objectives.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our vast retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include carbon and renewables trading, solar power, renewables manufacturing and ultra-fast EV charging. Parkland’s proven business model is centered around organic growth, our supply advantage, and is driven by scale, our integrated refinery and supply infrastructure, and focus on acquiring prudently and integrating successfully.

Our strategy is focused on developing our existing business in resilient markets, growing our food, convenience, and renewable energy businesses, and helping customers to decarbonize. Our business is underpinned by our people, our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

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Parkland Announces Date of 2022 Third Quarter Results

CALGARY, AB, Oct. 20, 2022 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI) expects to announce its 2022 third quarter results after markets close on Wednesday, November 2, 2022. A conference call and webcast will then be held at 6:30 a.m. MDT (8:30 a.m. EDT) on Thursday, November 3, 2022, to discuss the results.

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To listen to the live webcast and watch the presentation, please use the following link: https://app.webinar.net/APvXEkv1p2a

Analysts and investors interested in participating in the question and answer session of the conference call may do so by calling 1-888-390-0546 (toll-free) (Conference ID: 73952116). International participants may call 1-800-389-0704 (toll free) (Conference ID: 73952116).

Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted to www.parkland.ca.

Financial Statements and Management’s Discussion and Analysis will be posted to www.parkland.ca and www.sedar.com after the results are released.

About Parkland Corporation

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.

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Parkland announces date of 2022 first quarter results and virtual Annual General Meeting

CALGARY, AB, April 20, 2022 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, or “our”) (TSX: PKI) expects to announce its 2022 first quarter results after markets close on Wednesday, May 4, 2022. A conference call and webcast will then be held at 6:30 a.m. MDT (8:30 a.m. EDT) on Thursday, May 5, 2022, to discuss the results.

To listen to the live webcast and watch the presentation, please use the following link:
https://produceredition.webcasts.com/starthere.jsp?ei=1544615&tp_key=5bc5cc6104

Analysts and institutional investors interested in participating in the question and answer session of the conference call may do so by calling 1-888-390-0605 (toll-free) (Conference ID: 22960035). International participants can call 1-800-389-0704 (toll-free) (Conference ID: 22960035).

Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted to www.parkland.ca.

Financial Statements and Management’s Discussion and Analysis will be posted to www.parkland.caand www.sedar.com after the results are released.

Virtual Annual General Meeting

Parkland will hold its 2022 Annual General Meeting of shareholders in a virtual-only format. The virtual-only meeting will be conducted via live audio webcast online on Thursday, May 5, 2022, at 9:00 a.m. MDT (11:00 a.m. EDT).

All shareholders will be able to attend the live virtual meeting. Information for shareholders is posted in Parkland’s Management Information Circular available at www.parkland.ca and under Parkland’s profile at www.sedar.com.

About Parkland

Parkland’s purpose is to Power Journeys and Energize Communities. Through our portfolio of trusted and locally relevant food, convenience, retail, commercial and wholesale brands, we serve 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 essential fuels that our diverse customers rely on, we are a leader in renewable energy and are building an Electric Vehicle (”EV”) charging network to serve growing demand for convenient charging from EV drivers in select markets and decarbonizing through renewable fuels manufacturing, compliance and carbon offsets marketing and trading.

Parkland’s proven strategy is centered around growing organically, realizing a supply advantage, acquiring prudently, and integrating successfully. We are positioned to lead through the energy transition and are focused on developing our existing business in resilient markets, further diversifying our retail business into food, convenience, and renewable energy solutions (including EV charging), and helping our commercial customers decarbonize their operations. Our strategy is enabled and underpinned by our people, as well as our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

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Parkland clarifies details regarding a webcast and conference call on Tuesday, January 18, at 4:00pm MDT (6:00pm EDT) to discuss its announced acquisition of M&M Food Market

CALGARY, AB, Jan. 18, 2022 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), will host a webcast and conference call on Tuesday, January 18, at 4:00pm MDT (6:00pm EDT) to discuss its announced acquisition of M&M Food Market.  To listen to the live webcast and watch the presentation, please use the following link: https://produceredition.webcasts.com/starthere.jsp?ei=1524874&tp_key=388fcb2af7

Analysts and institutional investors interested in participating in the question-and-answer session of the conference call may do so by calling 1-888-390-0546 (toll-free) (Conference ID: 68511332). International participants can call 1-800-389-0704 (toll) (Conference ID: 68511332).

Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted to www.parkland.ca.

About Parkland Corporation
Parkland’s purpose is to Power Journeys and Energize Communities. We are a leading operator and consolidator of convenience retail and fuel marketing businesses. Through our portfolio of trusted and locally relevant convenience, retail, commercial and wholesale brands, we serve 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 essential fuels that our diverse customers rely on, we are a leader in manufacturing low carbon fuels and are rapidly building a charging network to serve growing demand for convenient charging from electric vehicle drivers in select markets.

Parkland’s proven strategy is centered around growing organically, realizing a supply advantage, acquiring prudently, and integrating successfully. We are positioned to win through the energy transition and are focused on developing our existing business in resilient markets, further diversifying our retail business into convenience, food, and EV charging, and helping our commercial customers decarbonize their operations. Our strategy is enabled and underpinned by our people, as well as our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

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Parkland expands food offer and accelerates convenience growth with acquisition of M&M Food Market

CALGARY, AB, Jan. 18, 2022 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), a leading operator and consolidator of convenience retail and fuel marketing businesses, announced today it has entered into an agreement to acquire M&M Food Market (”M&M”) (”the Acquisition”). M&M is a premium, restaurant-quality frozen food retailer who brings high-quality, convenient food choices to Canadians. This acquisition represents one of many steps we are taking in our retail diversification strategy to expand our proprietary food offer, customer reach and innovation pipeline.

“This acquisition provides a platform to grow our food offer, expand our proprietary brands, and advance our digital and loyalty strategy,” said Ian White, SVP Strategic Marketing & Innovation. “Consistent with our commitment to create convenience destinations, M&M’s national store network, and innovative approach to food preparation and menu development positions us to offer high-quality food that complements our growing quick-serve restaurant offerings. We will grow these capabilities in all our operating regions and bolster our digital connection to customers by combining M&M and JOURNIE™ rewards programs. We look forward to bringing ON the RUN and M&M together to help customers make the most of every stop.”

The acquisition includes over 300 well-located standalone franchise and corporate owned stores, over 2,000 M&M Express locations, and a well-established rewards program with approximately two million active members. Led by an experienced management team who have a proven track record of growth and a food-first culture, M&M will create quality food options that our customers can consume fresh-from-frozen, both on site and on the go, and prepared from frozen at home. We will leverage these capabilities throughout our existing network and soon to be launched standalone ON the RUN convenience locations.

“Parkland’s ON the RUN brand is a convenience retail leader and we are excited to combine our two offerings,” said Andy O’Brien, CEO of M&M. “M&M and its franchise partners share Parkland’s customer focus and passion for quality food. The combination of our innovative food capabilities and Parkland’s more than 3,000 retail locations in 25 countries creates an immediate runway of growth and expansion opportunities.”

This Acquisition enables key elements of our strategy:

  • Advances our enterprise food strategy: Adds a proprietary brand, experienced team, franchisee network, and a scalable fresh and fresh-from-frozen food growth platform across all our markets. We will leverage M&M’s expertise and track record of developing successful menus in its innovation kitchen to evaluate and develop additional fresh and quick-serve food choices across our network.
  • Advances our digital strategy and creates a premier Canadian loyalty program: By combining JOURNIE and M&M’s reward programs which has two million active members, we will create extensive cross-promotional opportunities and form one of Canada’s premier loyalty programs.
  • Enhances our ON the RUN customer value proposition: M&M will be integral to our growing On the Run network, bolstering our in-store, e-commerce and home delivery offers, and supporting our standalone convenience concept.
  • Capital -light: M&M leverages a well-established, highly efficient food preparation and distribution network, requiring limited capital investment to efficiently serve its retail locations.
  • R atable cash flow with significant growth potential: M&M’s royalty fee-based operating model creates a ratable stream of cash flow. We aim to grow M&M’s Canadian annual run rate Adjusted EBITDA to approximately $55 million in three years.

The total consideration for this transaction is approximately $322 million, which will be funded out of existing credit facility capacity. This Acquisition represents a valuation metric of less than 8.5x estimated 2021 Adjusted EBITDA. Subject to approval under the Competition Act (Canada) and other customary closing conditions, the Acquisition is expected to close in the first quarter of 2022.

Acquisition Conference Call and Webcast Details
Parkland will host a webcast and conference call on Thursday, January 18, at 4:00pm MDT (6:00pm EDT) to discuss the acquisition. To listen to the live webcast and watch the presentation, please use the following link: https://produceredition.webcasts.com/starthere.jsp?ei=1524874&tp_key=388fcb2af7

Analysts and institutional investors interested in participating in the question-and-answer session of the conference call may do so by calling 1-888-390-0546 (toll-free) (Conference ID: 68511332). International participants can call 1-800-389-0704 (toll) (Conference ID: 68511332).

Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted to www.parkland.ca.

About Parkland Corporation
Parkland’s purpose is to Power Journeys and Energize Communities. We are a leading operator and consolidator of convenience retail and fuel marketing businesses. Through our portfolio of trusted and locally relevant convenience, retail, commercial and wholesale brands, we serve 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 essential fuels that our diverse customers rely on, we are a leader in manufacturing low carbon fuels and are rapidly building a charging network to serve growing demand for convenient charging from electric vehicle drivers in select markets.

Parkland’s proven strategy is centered around growing organically, realizing a supply advantage, acquiring prudently, and integrating successfully. We are positioned to win through the energy transition and are focused on developing our existing business in resilient markets, further diversifying our retail business into convenience, food, and EV charging, and helping our commercial customers decarbonize their operations. Our strategy is enabled and underpinned by our people, as well as our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

About M&M Food Market:
Founded in 1980, M&M Food Market is Canada’s leading retailer of frozen foods and has helped Canadians put delicious meals on the table by offering consumers products that were prepared with care using authentic recipes and high-quality ingredients along with personalized customer service, all within a uniquely convenient shopping environment. Following the beginning of a significant rebranding effort in 2016 – including the name change from M&M Meat Shops, a new store design, new products and packaging, a new website, and newly trained Meal Advisors – M&M Food Market has been focused on innovation across virtually every aspect of the business. It is headquartered in Mississauga, Ontario, with locations in all ten provinces, Yukon, and the Northwest Territories. M&M has been recognized as one of Canada’s Best Managed Companies for 11 years in a row. M&M products include delicious and convenient options across virtually every food category including appetizers, prepared meals, seafood, meats and poultry, vegetables, sides, bakery, and desserts and come in formats ranging from individual portions to family-sized options.

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”, “could”, “would”, “believe”, “continue”, “pursue” 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 successful completion of the Acquisition and the timing thereof; expected benefits of the acquisition, including: potential organic growth, creating convenience destinations; expanding Parkland’s food offerings throughout its existing network; creating a loyalty coalition between the M&M and JOURNIE™ rewards programs; expected future increase to the run rate Adjusted EBITDA of the M&M business and the timing thereof; and the launch of standalone ON the RUN convenience locations.

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 Acquisition; failure to satisfy the conditions to closing of the Acquisition; failure to realize all or any of the anticipated benefits of the Acquisition; general economic, market and business conditions; competitive action by other companies; 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 “Forward-Looking Information” and “Risk Factors” included in Parkland’s Annual Information Form dated March 5, 2021, and “Forward-Looking Information” and “Risk Factors” included in the Q3 2021 MD&A dated November 2, 2021 and the Q4 2020 MD&A dated March 4, 2021, each filed on SEDAR and available on the Parkland website at www.parkland.ca.

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Parkland ramps-up processing operations at the Burnaby Refinery

CALGARY, AB, Dec. 14, 2021 /PRNewswire-HISPANIC PR WIRE/ – Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), announced today, that following the restart of the Trans Mountain Pipeline (”the Pipeline”) on December 5, 2021, it is ramping-up processing operations at the Burnaby Refinery (the “Refinery”). The Pipeline is the primary source of crude oil feedstock to the refinery.

“Having maintained the refinery in ready-mode and following delivery of sufficient, consistent quality crude oil feedstocks via the pipeline, we are ramping-up processing operations,” said Ryan Krogmeier, SVP Supply, Trading and Refining. “I am proud of the Parkland team. Throughout the pause in processing operations, we played a critical role importing essential fuels into our British Columbia terminals, from where they were stored and distributed to our customers across the lower mainland and Vancouver Island.”

“We are grateful to Parkland and the team at the Burnaby Refinery for ensuring British Columbians in the Lower Mainland and on Vancouver Island continued to enjoy reliable access to the fuels they depend on over the past several weeks,” said The Hon. Bruce Ralston, Minister of Energy, Mines and Low Carbon Innovation. “During times of crisis we are reminded of the value of partnership between our communities and the essential businesses that support them.”

Refinery Operational Status and Guidance
The shutdown of the Pipeline, on November 14, 2021, resulted in a lack of available crude oil feedstocks into the Burnaby Refinery. As a direct result, processing operations were significantly reduced from November 15, 2021, paused between November 22, 2021 and December 10, 2021, and began to ramp-up from December 11, 2021.

Primarily driven by the pipeline shutdown and pending the continued successful ramp-up of processing operations, we now expect 2021 Adjusted EBITDA (attributable to Parkland) will be close to the midpoint of our guidance of $1.25 billion.

Parkland remains confident in its 2022 guidance and reaffirms our previously disclosed Adjusted EBITDA (attributable to Parkland) of $1.45 billion +/- 5 percent. This is up approximately 16 percent from 2021 guidance, and approximately 50 percent from 2020.

About Parkland Corporation
Parkland is a leading convenience store operator and independent supplier and marketer of fuel and petroleum products. Parkland services customers across Canada, the United States, the Caribbean region, and the Americas through three channels: Retail, Commercial and Wholesale. Parkland optimizes its fuel supply across these three channels by operating and leveraging a growing portfolio of supply relationships and storage infrastructure. Parkland provides trusted and locally relevant fuel brands and convenience store offerings in the communities it serves.

Parkland creates value for shareholders by focusing on its proven strategy of growing organically, realizing a supply advantage, and acquiring prudently and integrating successfully. At the core of our strategy are our people, as well as our values of safety, integrity, community, and respect, which are embraced across our organization.

Forward-Looking Statements
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”, “could”, “would”, “believe”, “continue”, “pursue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to 2021 and 2022 Adjusted EBITDA guidance.

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 required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to, general economic, market and business conditions, including the duration and impact of the COVID pandemic; Parkland’s ability to execute its business strategies, including without limitation, Parkland’s ability to consistently identify accretive acquisition targets and successfully integrate them, successfully implement organic growth initiatives and to finance such acquisitions and initiatives on reasonable terms; Parkland’s ability to reduce GHG in its refining and marketing business, Parkland’s ability to grow its supply advantage by leveraging its scale and infrastructure; industry capacity; 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 “Forward-Looking Information” and “Risk Factors” included in Parkland’s Annual Information Form dated March 5, 2021, and “Forward-Looking Information” and “Risk Factors” included in the Q3 2021 MD&A dated November 2, 2021 and the Q4 2020 MD&A dated March 4, 2021, each filed on SEDAR and available on the Parkland website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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Parkland to expand its Canadian convenience and retail fuel network with acquisition of select Husky branded locations

CALGARY, AB, Nov. 30, 2021 /PRNewswire-HISPANIC PR WIRE/ – Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), a leading consolidator of convenience retail and fuel marketing businesses, announced today it has entered into an agreement to acquire approximately 156 retail locations, from Cenovus Energy Inc. (”the Acquisition”). This Acquisition bolsters Parkland’s existing Canadian convenience retail network by adding high-quality retail locations in Greater Vancouver, Vancouver Island, Calgary, and the Greater Toronto area.

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“This acquisition is a natural fit for Parkland,” said Donna Sanker, President Parkland Canada. “Consistent with our recently announced strategy to develop our retail network in key Canadian markets and diversify our retail business to better serve our customers, it provides an opportunity to create convenience destinations by expanding our ON the RUN convenience brand, enhancing food offerings, and strengthening the Parkland national network for JOURNIE™ Rewards.”

This Acquisition includes 109 company owned sites and 47 dealer locations and is expected to add annual fuel volumes of approximately 400 million litres to our network.

“The Acquisition is a unique opportunity to expand our coverage in markets where Parkland has an existing supply advantage and offsets a portion of our planned organic growth capital,” added Sanker. “We will convert a significant number of the company owned sites to ON the RUN and accelerate our plan to build a network of over 1,000 ON the RUN locations in Canada and the U.S. by 2025.”

The total cash consideration for this transaction is approximately $156 million and reflects a post-synergy multiple consistent with certain prior transactions of approximately 5 times. Subject to approval under the Competition Act (Canada) and other closing conditions, the transaction is expected to close in mid-2022.

About Parkland Corporation
Parkland is a leading convenience store operator and independent supplier and marketer of fuel and petroleum products. Parkland services customers across Canada, the United States, the Caribbean region, and the Americas through three channels: Retail, Commercial and Wholesale. Parkland optimizes its fuel supply across these three channels by operating and leveraging a growing portfolio of supply relationships and storage infrastructure. Parkland provides trusted and locally relevant fuel brands and convenience store offerings in the communities it serves.

Parkland creates value for shareholders by focusing on its proven strategy of growing organically, realizing a supply advantage, and acquiring prudently and integrating successfully. At the core of our strategy are our people, as well as our values of safety, integrity, community, and respect, which are embraced 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”, “could”, “would”, “believe”, “continue”, “pursue” 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 successful completion of the Acquisition and the timing thereof; expected benefits of the acquisition, including potential organic growth, creating convenience destinations, Parkland’s ability to expand its ON the RUN convenience brand, enhancing its food offer and JOURNIE™ Rewards loyalty program, the expected product volume resulting from the transaction, offset of planned organic growth capital and a post-synergy multiple of approximately 5 times.

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 Acquisition; failure to satisfy the conditions to closing of the Acquisition, including approval under the Competition Act (Canada); failure to realize all or any of the anticipated benefits of the Acquisition; 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 “Forward-Looking Information” and “Risk Factors” included in Parkland’s Annual Information Form dated March 5, 2021, and “Forward-Looking Information” and “Risk Factors” included in the Q3 2021 MD&A dated November 2, 2021 and the Q4 2020 MD&A dated March 4, 2021, each filed on SEDAR and available on the Parkland website at www.parkland.ca.

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Parkland Announces Normal Course Issuer Bid

CALGARY, AB, Nov. 29, 2021 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, “our”, or “the Company”) (TSX: PKI) announced today that the Toronto Stock Exchange (”TSX”) has accepted the Company’s notice of intention to implement a normal course issuer bid (the “NCIB”) during the 12-month period commencing December 1, 2021 and ending November 30, 2022.

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On November 25, 2021, Parkland had 152,457,236 common shares issued and outstanding. Under the NCIB, a maximum of 15,091,885 common shares (representing 10% of the public float of common shares as of November 25, 2021) may be repurchased by Parkland in open market transactions on the TSX during the 12-month period commencing December 1, 2021 and ending November 30, 2022.

“In the right conditions, and in addition to our regular monthly dividend, the NCIB will provide optionality to return additional capital to shareholders,” said Bob Espey, President and Chief Executive Officer. “We will continue to exercise strict capital discipline, and the decision to repurchase Parkland shares will be evaluated against our other investment opportunities and leverage guidelines. We are focused on creating long-term shareholder value, and only our most accretive opportunities will secure capital.”

The NCIB is intended to augment Parkland’s ongoing return of capital to shareholders through dividends. Parkland believes that the market price of its common shares may not, from time to time, accurately reflect their underlying value. Accordingly, purchasing its own common shares for cancellation under the NCIB may represent an attractive investment opportunity to enhance shareholder value.

The common shares will be purchased through the facilities of the TSX and/or alternative trading systems in Canada at the prevailing market price at the time of purchase. All common shares purchased under the NCIB will be cancelled. In accordance with the rules of the TSX, any daily repurchases (other than pursuant to a block purchase exception) on the TSX under the NCIB are limited to a maximum of 94,920 common shares, which represents 25% of the average daily trading volume on the TSX of 379,683 for the six months ended October 31, 2021. The actual number of common shares that may be purchased under the NCIB and the timing of any such purchases will be determined by Parkland. There can be no assurance as to the precise number of common shares that will be purchased under the NCIB, if any. Parkland may discontinue purchases under the NCIB at any time, subject to compliance with applicable regulatory requirements.

Forward-Looking Statements

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”, “could”, “would”, “believe”, “continue”, “pursue” 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 NCIB, potential purchases of common shares under the NCIB, returning additional capital to shareholders and future accretive investment opportunities.

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 required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to, the failure to obtain approval of the NCIB from the TSX, failure to realize the anticipated benefits of the NCIB, a failure to execute purchases under the NCIB,  general economic, market and business conditions, including the duration and impact of the COVID-19 pandemic; Parkland’s ability to execute its business strategies, including without limitation, Parkland’s ability to consistently identify accretive acquisition targets and successfully integrate them, successfully implement organic growth initiatives and to finance such acquisitions and initiatives on reasonable terms; Parkland’s ability to grow its supply advantage by leveraging its scale and infrastructure; industry capacity; 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 “Forward-Looking Information” and “Risk Factors” included in Parkland’s Annual Information Form dated March 5, 2021, and “Forward-Looking Information” and “Risk Factors” included in the Q3 2021 MD&A dated November 2, 2021 and the Q4 2020 MD&A dated March 4, 2021, each filed on SEDAR and available on the Parkland website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

About Parkland Parkland is a leading independent convenience store operator and supplier, marketer and retailer of fuel and petroleum products. Parkland serves customers across Canada, the United States, the Caribbean region and the Americas through three channels: Retail, Commercial and Wholesale. Parkland optimizes its fuel supply across these three channels by operating and leveraging a growing portfolio of supply relationships and storage infrastructure. Parkland provides trusted and locally relevant fuel brands and convenience store offerings in the communities it serves. Parkland creates value for shareholders by focusing on its proven strategy of growing organically, realizing a supply advantage and acquiring prudently and integrating successfully. At the core of our strategy are our people, as well as our values of safety, integrity, community, and respect, which are embraced across our organization.

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Parkland Announces Closing of Senior Unsecured Notes Offering

CALGARY, AB, Nov. 23, 2021 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”) (TSX: PKI) announced today the closing of its previously announced private offering (the “Offering”) of US$800 million aggregate principal amount of 4.625% senior unsecured notes due 2030 (the “notes”).

Parkland will use the net proceeds of the Offering to redeem all of the outstanding $300 million aggregate principal amount of its 6.500% senior notes with a final maturity date of January 21, 2027 (the “6.5% Senior Notes”) and to repay the drawings under its revolving bank credit facility (the “Revolving Facility”), with the remainder to be used for general corporate purposes. Amounts repaid under the Revolving Facility may be redrawn, subject to the terms of the Revolving Facility, for general corporate purposes including acquisitions and capital spending.

The notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and offered and sold outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any of these notes, except as required by law, nor shall there be any offer or sale of the notes in any state, or jurisdiction in which such offer, solicitation, or sale would be unlawful.

Forward-Looking Statements

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 “may”, “to be”, “will” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to the use of proceeds from the Offering, the redemption of the 6.5% Senior Notes, the repayment of amounts outstanding under the Revolving Facility and the re-drawing of such amounts.

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 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. See the risks and uncertainties described in “Forward-Looking Information” and “Risk Factors” included in Parkland’s Annual Information Form dated March 5, 2021 and in “Forward-Looking Information” and “Risk Factors” in the management’s discussion and analysis for the quarter ended September 30, 2021, dated November 2, 2021, which are filed on SEDAR and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

About Parkland Corporation

Parkland is a leading convenience store operator and independent supplier and marketer of fuel and petroleum products. Parkland services customers across Canada, the United States, the Caribbean region and the Americas through three channels: Retail, Commercial and Wholesale. Parkland optimizes its fuel supply across these three channels by operating and leveraging a growing portfolio of supply relationships and storage infrastructure. Parkland provides trusted and locally relevant fuel brands and convenience store offerings in the communities it serves.

Parkland creates value for shareholders by focusing on its proven strategy of growing organically, realizing a supply advantage and acquiring prudently and integrating successfully. At the core of our strategy are our people, as well as our values of safety, integrity, community and respect, which are embraced across our organization.

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