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Superior Plus Completes Acquisition of Quarles Delivered Fuels Business

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TORONTO, June 01, 2022--(BUSINESS WIRE)--Superior Plus Corp. ("Superior") (TSX:SPB) announced today it has closed the previously announced acquisition of the retail propane and refined fuels distribution assets of Quarles Petroleum Inc. (the "Quarles Delivered Fuels Business"). The US $144 million purchase price (before working capital adjustments) was paid with funds drawn from Superior’s existing credit facility.

Founded in 1940, the Quarles Delivered Fuels Business ("Quarles") is an established retail propane distributor servicing approximately 55,000 residential and commercial customers primarily in Virginia. Quarles has 29 propane bulk plants, one rail terminal, approximately 3 million gallons of storage capacity, a fleet of 196 vehicles and 188 employees.

On a normalized basis, including the achievement of expected synergies and weather consistent with the five-year average, Superior expects Quarles to generate approximately US$19 million ($24 million) in Adjusted EBITDA on an annual run-rate basis 24 months following the close of the acquisition.

"I am excited to welcome the Quarles employees and customers to the Superior family," said Luc Desjardins, Superior’s President and CEO. "We’re looking forward to adding to our existing service offering in Virginia and growing our business in this attractive market."

About the Corporation

Superior is a leading North American distributor and marketer of propane and distillates and related products and services, servicing over 890,000 customer locations in the U.S. and Canada.

For further information about Superior, please visit our website at: www.superiorplus.com or contact: Beth Summers, Executive Vice President and Chief Financial Officer, Tel: (416) 340-6015, or Rob Dorran, Vice President, Capital Markets, Tel: (416) 340-6003, E-mail: investor-relations@superiorplus.com, Toll Free: 1-866-490-PLUS (7587).

Forward Looking Information

This press release contains certain forward-looking information within the meaning of applicable Canadian securities laws which is provided for the purpose of presenting information about management’s current expectations and plans. Readers are cautioned that such information may not be appropriate for other purposes. Superior’s actual results could differ materially from those expressed in, or implied by, this forward-looking information, and accordingly, no assurances can be given that any of the results anticipated by the forward-looking information will transpire or occur. Forward-looking information is predictive in nature, depends upon or refers to future events or conditions, or includes words such as "approximately", "anticipated", "will", "guidance", and similar expressions. In particular, this news release contains forward-looking statements with respect to, among other things, the expected run-rate Adjusted EBITDA of Quarles twenty-four months after closing and anticipated synergies.

Forward-looking information is not a guarantee of future performance. Forward-looking information contained herein is based on various assumptions and expectations that Superior believes are reasonable in the circumstances, however, they are subject to the risks and uncertainties set forth below and no assurance can be given that these assumptions and expectations will prove to be correct. These assumptions and expectations are based on information currently available to Superior, including information obtained from third party industry analysts and other third-party sources, as well as on management’s current plans and its perception of historical trends, the historic performance of Superior’s business segments, current conditions and expected future developments. By its very nature, forward-looking information involves inherent assumptions, risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information will not be achieved, including risks relating to the future operating performance of Quarles, risks relating to the future operating and financial performance of the Energy Distribution business and the risks and assumptions identified in (i) Superior’s first quarter MD&A under the heading "Risk Factors" and (ii) Superior's most recent Annual Information Form, both of which are filed electronically at www.sedar.com. The preceding list of assumptions, risks and uncertainties is not exhaustive. When relying on Superior’s forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the preceding factors, other uncertainties and potential events. For the reasons set forth above, investors and others should not place undue reliance on forward-looking information.

Forward-looking information contained in this news release is provided for the purpose of providing information about management’s goals, plans and range of expectations for the future and may not be appropriate for other purposes. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.

Non-GAAP Financial Measures

In this press release, Superior has used the following terms ("Non-GAAP Financial Measures") that are not defined by International Financial Reporting Standards ("IFRS") but are used by management to evaluate the performance of Superior and its business: Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). These measures may also be used by investors, financial institutions and credit rating agencies to assess Superior’s performance and ability to service debt. Non-GAAP Financial Measures do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Securities regulations require that Non-GAAP Financial Measures are clearly defined, qualified and reconciled to their most comparable IFRS financial measures. Except as otherwise indicated, these Non-GAAP Financial Measures are calculated and disclosed on a consistent basis from period to period. Specific items may only be relevant in certain periods. See "Non-GAAP Financial Measures" in Superior’s most recent Management’s Discussion and Analysis ("MD&A") for a discussion of Non-GAAP Financial Measures used by Superior and certain reconciliations to IFRS financial measures.

The intent of Non-GAAP Financial Measures is to provide additional useful information to investors and analysts, and the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP Financial Measures differently. Investors should be cautioned that Adjusted EBITDA should not be construed as an alternative to net earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of Superior’s performance. Non-GAAP Financial Measures are identified and defined as follows:

Adjusted EBITDA

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, losses (gains) on disposal of assets, finance expense, restructuring costs, transaction and other costs, and unrealized gains (losses) on derivative financial instruments. Adjusted EBITDA is used by Superior and certain investors to assess its consolidated results and ability to service debt. Adjusted EBITDA is reconciled to net earnings before income taxes.

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Beth Summers
Executive Vice President and Chief Financial Officer
Tel: (416) 340-6015

Rob Dorran
Vice President, Capital Markets
Tel: (416) 340-6003
E-mail: investor-relations@superiorplus.com
Toll Free: 1-866-490-PLUS (7587)