Parkland Income Fund Completes Conversion to Parkland Fuel Corporation

RED DEER, AB, Dec. 31 /CNW/ - Parkland Fuel Corporation ("Parkland" or the "Corporation") (TSX: PKI), Canada's largest independent fuel distributer and marketer, today announced that it has completed the previously announced reorganization of Parkland Income Fund (the "Fund") to a corporation (the "Conversion") pursuant to a plan of arrangement under the Business Corporations Act (Alberta).

The Conversion was approved at the annual and special meeting of securityholders (the "Meeting") of the Fund held on May 3, 2010, with more than 99 per cent of the securities represented at the Meeting voting in favour of the Conversion. In addition, the Court of Queen's Bench of Alberta issued its final order approving the Conversion on May 4, 2010. Pursuant to the Conversion, all outstanding units of the Fund and all outstanding class B units and class C units of Parkland Holdings Limited Partnership were exchanged for common shares in the capital of the Corporation (the "Common Shares") on a one-for-one basis.

All of the of the covenants and obligations of the Fund under the 6.5% series 1 convertible unsecured subordinated debentures of the Fund (the "Series 1 Debentures") and the 5.75% convertible unsecured subordinated debentures of the Fund (the "Series 2 Debentures", together with the Series 1 Debentures, the "Debentures") were assumed by the Corporation in connection with closing.

Trading Commencement

The Common Shares, Series 1 Debentures and Series 2 Debentures of Parkland are expected to commence trading on the Toronto Stock Exchange (the "TSX"), under the symbols "PKI", "PKI.DB" and "PKI.DB.A", respectively, on or about January 7, 2011.  While this is several days into the new year, the Corporation does not anticipate that investors will be affected by this delay as trades can still be carried out under the "PKI.UN" symbol. 

The transition process is expected to be seamless as trades carried out under the "PKI.UN" symbol will be settled once the Corporation's shares begin to trade under the "PKI" symbol.  No impact to trading liquidity is expected as a result of the conversion.  Concurrently with the commencement of trading of the Common Shares, the trust units of the Fund will be delisted from the TSX. The commencement of trading of the Common Shares and the Debentures is subject to the Corporation satisfying the listing requirements of the TSX.

Termination of Existing Dividend Reinvestment Plan

In connection with the completion of the Conversion, the Fund terminated its existing distribution reinvestment plan (the "Fund DRIP") and all whole trust units of the Fund held on behalf of participants under such plan (the "Participants") were converted into an equivalent number of Common Shares in accordance with the Conversion.  Entitlements to a fraction of a trust unit of the Fund under the Fund DRIP will be converted to cash and paid to Participants in accordance with the terms of the Fund DRIP.  Participants seeking further information with respect to their entitlements under the Fund DRIP may contact the trustee under the Fund DRIP, Valiant Trust Company.

Investors enrolled in the Fund DRIP will not automatically be enrolled in the New Dividend Reinvestment Plan, and must enrol in the new plan by submitting the enrolment form described below.

New Dividend Reinvestment Plan

In connection with the completion of the conversion, Parkland launched the new Premium Dividend™ and Dividend Reinvestment Plan of the Corporation (the "Plan") as previously announced on December 22, 2010.  In addition to the option of receiving a monthly cash dividend of $0.085, shareholders of the Corporation ("Shareholders") who wish to participate in the Plan will be able to access the following new options:

• The Premium Dividend™ - Paid in cash, this provides eligible Shareholders with a 2% cash premium on top of their regular cash dividend and is well suited to most income-oriented investors; or
• Dividend Reinvestment - Shareholders receive a 5% discount on shares purchased through the Dividend Reinvestment Plan which is well suited to most value-oriented investors.

Shareholders interested in participating in either of these options can find more information below or at Parkland's website:  http://www.parkland.ca/internet/investor-relations/about-pki-units/drip.html.

A copy of the enrollment form is available from Valiant Trust Company through their website at www.valianttrust.com or by calling 1-866-313-1872, or from Parkland through its website at www.parkland.ca or by calling 403-357-6400.

Cautionary Statement Regarding Forward-Looking Information and Statements

Certain statements contained in this news release, including statements that contain words such as "could", "should", "can", "anticipate", "estimate", "propose", "plan", "expect", "believe", "will", "may" and similar expressions and statements relating to matters that are not historical facts constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking information and statements").

In particular, this news release contains forward-looking information and statements relating to the expectations of the Corporation regarding the commencement of trading on the TSX of the Common Shares and Debentures of Parkland and the delisting of the trust units and debentures of the Fund from the TSX.

These forward-looking information and statements are based on certain assumptions and analysis made by the Corporation in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to the Corporation's expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from the Corporation's expectations. Such risks and uncertainties include, but are not limited to the Corporation's ability to satisfy the listing requirements of the TSX  and that the commencement of the trading on the TSX of the Common Shares and Debentures of Parkland and the delisting of the trust units and debentures of the Fund from the TSX will not occur. Consequently, all of the forward-looking information and statements made in this news release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Corporation will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Corporation or its business or operations. Readers are therefore cautioned not to place undue reliance on such forward-looking information and statements. Except as may be required by law, the Corporation assumes no obligation to update publicly any such forward-looking information and statements, whether as a result of new information, future events or otherwise.

About Parkland Fuel Corporation

Parkland Fuel Corporation ("Parkland") is Canada's largest independent marketer and distributer of fuels, managing a nationwide network of sales channels for retail, commercial, wholesale and home heating fuel customers.  Parkland's mission is to be the most trusted source of convenience for fuel and related products focused on non-urban markets.  Our family of brands includes: Bluewave Energy, Columbia Fuels, Great Northern Oil, Neufeld Petroleum & Propane, United Petroleum Products, Fas Gas Plus and Race Trac Gas.  We are Canada's local fuel company, delivering competitive fuel products and serving Canadian communities through local operators who care. For more information please visit www.parkland.ca.

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For investor and media inquiries, or to be added to the email news alert service, please contact Tom McMillan, Investor Relations Manager at 403-356-6722 or [email protected].