Parkland Completes Acquisition of the Majority of CST’s Canadian Assets

This acquisition meaningfully expands Parkland’s retail business and
provides large scale expansion into Quebec and Atlantic Canada

Acquisition will add more than 3.5 billion litres in annual fuel
volume and increase Parkland’s footprint to over 1,700 retail fuel sites
across the country

Not for distribution to U.S. news wire services or dissemination in the
United States
(All amounts in Canadian dollars unless specified
otherwise)

CALGARY, Alberta–(BUSINESS WIRE)–Parkland Fuel Corporation (“Parkland”) (TSX:PKI), Canada’s
largest and one of North America’s fastest growing independent marketers
of fuel and petroleum products, announced today the closing of its
acquisition (the “Acquisition“) of the majority of the
Canadian business and assets of CST Brands, Inc. (“CST”) from
Couche-Tard Inc. (“Couche-Tard”).

“I am extremely excited to welcome the CST Canada team to the Parkland
family. This transaction represents a large scale expansion into Québec
and Atlantic Canada and will increase the company’s footprint to over
1,700 sites and expand our cardlock and home heat business
significantly.” said Bob Espey, President and Chief Executive Officer of
Parkland. “CST is a prominent fuel marketer under the Ultramar brand
with a strong reputation for customer service which aligns with
Parkland’s mission of being the partner of choice for our customers and
suppliers.”

Parkland will maintain CST’s current corporate presence in Montréal and
will continue to use the highly recognizable Ultramar brand.

Purchase Price
Parkland has funded the adjusted purchase price of
approximately $985M plus transaction fees from the following:

• $231M gross proceeds from the previously announced September 7, 2016
  issuance of 9.4M Subscription Receipts;
• $300M gross proceeds from the previously announced September 16, 2016
  issuance of 5.75% Senior Notes; and
• the remainder drawn from Parkland’s new senior secured revolving
  credit facility that has replaced the existing credit facility.

The purchase price is subject to change and will be finalized upon
completion of customary post-closing working capital and other
adjustments.

Subscription Receipts
As a result of the closing of the
Acquisition, the holders of the 9.4M subscription receipts previously
issued on September 7, 2016 have been automatically exchanged for
Parkland common shares in accordance with the terms of the subscription
receipt agreement and the outstanding cash commission was released to
the syndicate of underwriters led by TD Securities Inc. and National
Bank Financial Inc.

Trading of the subscription receipts will be halted on the Toronto Stock
Exchange (“TSX“) prior to market opening on Thursday, June
29, 2017 and Parkland expects that the subscription receipts will be
delisted by the TSX after close of trading on June 29, 2017.

Holders of subscription receipts as of June 28, 2017 will receive a
dividend equivalent payment of $0.8556 per subscription receipt held
representing the dividends earned since September 2016. Subscription
receipt holders will also be entitled to receive payment of the dividend
declared by Parkland on June 13, 2017 for shareholders of record on June
22, 2017 and payable on July 14, 2017 as the remaining dividend
equivalent payment under the terms of the subscription receipt agreement.

Parkland will update its 2017 Adjusted EBITDA guidance concurrently with
the release of its Q2 2017 financial results.

SUMMARY OF ACQUIRED ASSETS

Parkland has acquired the following assets pursuant to the Acquisition:

• 495 dealer and commissioned agent retail fuel sites;
• 73 commercial cardlock sites;
• 30 commercial and home heating sites;
• 159 company-operated retail fuel sites representing approximately 45%
  of the expected company-operated retail fuel EBITDA; and
• a French speaking corporate presence in Montréal.

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 “expects”,
“expected”, “will”, “anticipate”, “continue”, or similar words. 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. 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: the failure to achieve the anticipated benefits (including, but not
limited to, the expected EBITDA) of the Acquisition; the halting and
delisting of the subscription receipts; general economic, market and
business conditions; industry capacity; competitive action by other
companies; refining and marketing margins; the ability of suppliers to
meet commitments; actions by governmental authorities including
increases in taxes; changes in environmental and other regulations; and
other factors, many of which are beyond the control of Parkland.

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 delivers 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.

To sign up for Parkland news alerts, please go to http://bit.ly/PKI-Alert
or visit www.parkland.ca.

Contacts

Parkland Fuel Corporation
Investor Inquiries
Ben
Brooks, 403-567-2534
Vice President, Treasury & Investor Relations
[email protected]
or
Media
Inquiries
Annie Cuerrier, 403-567-2579
Director, Corporate
Communications
[email protected]