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DISCLAIMER
The views expressed on this website represent the opinions of Simpson Oil Limited (together with its affiliates and associates, “Simpson Oil”) and the other participants in its solicitation (collectively, the “Participants”), which beneficially own shares of Parkland Corporation (the “Company”) and are based on publicly available information with respect to the Company. The Participants recognize that there may be confidential information in the possession of the Company that could lead it or others to disagree with the Participants’ conclusions. The Participants reserve the right to change any of the opinions expressed herein at any time as they deem appropriate and disclaim any obligation to notify the market or any other party of any such changes. The Participants disclaim any obligation to update the information or opinions contained on this website.
Certain financial projections and statements made herein have been derived or obtained from filings made with the Canadian Securities Administrators (“CSA”) or other regulatory authorities and from other third-party reports. Neither the Participants nor any of their affiliates shall be responsible or have any liability for any misinformation contained in any third-party CSA or other regulatory filing or third-party report. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections and potential impact of the opportunities identified by the Participants herein are based on assumptions that the Participants believe to be reasonable as of the date of the materials on this website, but there can be no assurance or guarantee that actual results or performance of the Company will not differ, and such differences may be material.
The materials on this website are provided merely as information and are not intended to be, nor should they be construed as, an offer to sell or a solicitation of an offer to buy any security. These materials do not recommend the purchase or sale of any security. The Participants currently beneficially own shares of the Company. It is possible that there will be developments in the future that cause the Participants from time to time to buy shares of the Company (in open market or privately negotiated transactions or otherwise), sell all or a portion of their holdings of the Company in open market transactions or otherwise (including via short sales), or trade in options, puts, calls or other derivative instruments relating to the shares of the Company.
Although the Participants believe the statements made in this website are substantially accurate in all material respects and believe the website does not omit to state material facts necessary to make those statements not misleading, the Participants make no representation or warranty, express or implied, as to the accuracy or completeness of those statements or any other written or oral communication they make with respect to the Company and any other companies mentioned, and the Participants expressly disclaim any liability relating to those statements or communications (or any inaccuracies or omissions therein). Thus, shareholders and others should conduct their own independent investigation and analysis of those statements and communications and of the Company and any other companies to which those statements or communications may be relevant.
This website may contain links to articles and/or videos(collectively, “Media”). The views and opinions expressed in such Media are those of the author(s)/speaker(s) referenced or quoted in such Media and, unless specifically noted otherwise, do not necessarily represent the opinion of the Participants.
Cautionary Statement Regarding Forward-Looking Statements
The materials on this website may contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Participants. Although the Participants believe that the assumptions underlying the projected results or forward-looking statements are reasonable as of the date of these materials, any of the assumptions could be inaccurate and therefore, there can be no assurance that the projected results or forward-looking statements included herein will prove to be accurate. In light of the significant uncertainties inherent in the projected results and forward-looking statements included herein, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and strategic initiatives expressed or implied by such projected results and forward-looking statements will be achieved. The Participants will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.
Information in Support of Public Broadcast Exemption under Canadian Law
In connection with the Company’s 2025 Annual General Meeting (the “Meeting”), Simpson Oil intends to file a dissident information circular in due course in compliance with applicable corporate and securities laws. Simpson Oil has provided in, or incorporated by reference into, this website the disclosure required undersection 9.2(4) of NI 51-102 – Continuous Disclosure Obligations (“NI51-102”) and has filed a preliminary dissident proxy circular (the “Circular”) containing disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Simpson Oil’s director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Circular is hereby incorporated by reference into this website and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is Suite 1800, 240 4th Avenue SW, Calgary, Alberta, Canada, T2P 4H4.
Once formal solicitation of proxies in connection with the Meeting has commenced, proxies may be revoked in accordance with subsection 148(3) of the Business Corporations Act (Alberta) by a registered shareholder of Company shares:(a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or an adjournment of the Meeting, at which the proxy is to be used, or (ii) with the chair of the Meeting on the day of the Meeting or an adjournment of the Meeting, or (b) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.
The costs incurred in the preparation and mailing of any circular or proxy solicitation by Simpson Oil and any other participants named herein will be borne directly and indirectly by Simpson Oil. However, to the extent permitted under applicable law, Simpson Oil intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of the Nominees at the Meeting.
This website and any solicitation made by Simpson Oil is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Simpson Oil who will not be specifically remunerated therefor. In addition, Simpson Oil may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf. Simpson Oil has entered into an agreement with Carson Proxy for solicitation and advisory services in connection with the solicitation of proxies for the Meeting, for which Carson Proxy will receive a fee not to exceed $250,000, together with reimbursement for reasonable and out-of-pocket expenses.
No member of Simpson Oil nor any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company’s last completed financial year or in any proposed transaction that has materially affected or will or would materially affect the Company or any of the Company’s affiliates. No member of Simpson Oil nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.
