SOURCE: Parkland Fuel Corporation

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August 26, 2016 16:38 ET

Parkland Announces $300 Million Senior Notes Offering

Offering Proceeds Will Be Used to Fund a Portion of Parkland's Purchase of the Majority of CST Brand, Inc.'s Canadian Business and Assets

RED DEER, AB--(Marketwired - August 26, 2016) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION ON TO UNITED STATES NEWSWIRE SERVICES

(All amounts in Canadian dollars unless specified otherwise)

Parkland Fuel Corporation ("Parkland") (TSX: PKI), Canada's largest independent marketer of fuel and petroleum products, announced today that it has entered into an underwriting agreement to sell, pursuant to a private placement (the "Offering"), $300 million aggregate principal amount of 5.75% senior unsecured notes due September 16, 2024 (the "Notes").

On August 22, 2016, Parkland announced that it entered into an agreement with Alimentation Couche-Tard Inc. ("Couche-Tard") to acquire the majority of the Canadian business and assets of CST Brands, Inc. (the "Acquisition").

The net proceeds of the Offering will be placed in escrow and will be released from escrow upon satisfaction of the applicable release conditions in connection with the Acquisition and upon their release the net proceeds will be used by Parkland to fund a portion of the Acquisition's purchase price. Subject to the satisfaction of customary closing conditions, the Offering is expected to close on September 16, 2016.

The offering is being underwritten by TD Securities Inc. and National Bank Financial Inc. as joint bookrunners, and Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., and Canaccord Genuity Corp.as co-managers.

The Notes are being conditionally offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions. The Notes have not been registered under the U.S. Securities Act, or any state securities laws, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and applicable state securities laws and outside the United States in offshore transactions in reliance of Regulation S under the U.S. Securities Act.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES

Certain information included herein is forward-looking. Many of these forward looking statements can be identified by words such as "believe", "expects", "expected", "will", "intends", "projects", "projected", "anticipates", "estimates", "continues", "objective" or similar words and include, but are not limited to, statements regarding the size and terms of the Offering, the use of proceeds of the Offering and the timing and completion of the Offering or Acquisition . Parkland believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.

The forward-looking statements contained herein are based upon certain assumptions and factors including, without limitation: historical trends, current and future economic and financial conditions, and expected future developments. Parkland believes such assumptions and factors are reasonably accurate at the time of preparing this press release. However, forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties some of which are described in Parkland's annual information form and other continuous disclosure documents. Such forward-looking statements necessarily involve known and unknown risks and uncertainties and other factors, which may cause Parkland's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks associated with: closing of the Offering and Acquisition; failure to obtain necessary regulatory or other third party consents and approvals required to complete the Acquisition and/or the Offering; failure to complete the Acquisition or the Offering; general economic, market and business conditions; industry capacity; the operations of Parkland's assets, competitive action by other companies; refining and marketing margins; the ability of suppliers to meet commitments; actions by governmental authorities and other regulators including increases in taxes; changes and developments in environmental and other regulations; and other factors, many of which are beyond the control of Parkland. There is a specific risk that Parkland may be unable to complete the Acquisition or the Offering in the manner described in this press release or at all. If Parkland is unable to complete the Acquisition or the Offering there could be a material adverse impact on Parkland and on the value of its securities. Readers are directed to, and are encouraged to read, Parkland's management discussion and analysis for the six months ended June 30, 2016 (the "Q2 MD&A"), including the disclosure contained under the heading "Risk Factors" therein. The Q2 MD&A is available by accessing Parkland's profile on SEDAR at www.sedar.com and such information is incorporated by reference herein.

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.

ABOUT PARKLAND FUEL CORPORATION

Parkland Fuel Corporation is one of North America's fastest growing independent marketers of fuel and petroleum products. We deliver gasoline, diesel, propane, lubricants, heating oil and other high-quality petroleum products to motorists, businesses, households and wholesale customers in Canada and the United States. Our mission is to be the partner of choice for our customers and suppliers, and we do this by building lasting relationships through outstanding service, reliability, safety and professionalism.

We are unique in our ability to provide customers with dependable access to fuel and petroleum products, utilizing a portfolio of supply relationships, storage infrastructure, and third-party rail and highway carriers to rapidly respond to supply disruptions in order to protect our customers.

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