Mr. Allan MacDonald reports

SUPERIOR PLUS COMPLETES TRANSFORMATIVE ACQUISITION OF CERTARUS

Superior Plus Corp. has completed its previously announced acquisition of Certarus Ltd., adding an industry leader in delivering low-carbon energy solutions, including compressed natural gas (CNG), renewable natural gas (RNG) and hydrogen, to customers safely and cost-effectively through its platform of mobile storage units (MSUs). A highly complementary business to Superior's energy distribution platform, Certarus expands Superior's low-carbon energy offering to include CNG, RNG and hydrogen while tapping into an emerging multibillion-dollar addressable customer base. With the ability to effectively go to market together, the combination will accelerate value creation through new organic growth and expansion opportunities.

"The combination of these two energy distribution platforms creates one of the most resilient and innovative companies in this industry," said Allan MacDonald, Superior's president and chief executive officer. "The Certarus acquisition is a highly strategic transaction that adds an established, innovative and profitable player in the rapidly growing low-carbon energy distribution industry. Certarus immediately contributes significant free cash flow, which can be used to continue to fund incremental growth opportunities in this attractive segment. We are thrilled to be partnering with Curtis Philippon and the entire Certarus team in maximizing the full potential of this new organization, sharing best practices of both companies."

"We are excited to be joining the Superior team," said Mr. Philippon, Certarus's president. "Certarus will benefit from Superior's distribution platform and a shared commitment to safety. The joining of our businesses creates a strong foundation upon which we can continue to grow and provide our customers more environmentally friendly and cost-effective energy solutions to help meet their decarbonization goals."

Transaction strategic highlights:

• Addition of established low-carbon energy business -- adds an industry leader in the high-growth, low-carbon energy distribution industry through CNG, RNG and hydrogen, distributing energy safely and cost-effectively to customers:
  • Business and core values are complementary to Superior's existing propane distribution platform, providing expansion and diversification opportunities, while focusing on safety, customer service and reliability of supply;
  • Track record of per-share value creation through organically deploying invested capital at high returns.
• Substantial organic growth opportunities -- provides entry into rapidly expanding, multibillion-dollar low-carbon energy distribution industry for CNG, RNG and hydrogen, with opportunity to continue organically deploying capital at high returns:
  • Certarus expects significant opportunities to continue its growth trajectory by serving customers seeking to lower their carbon footprint, meet sustainability goals, and drive cost savings relative to diesel and other distillates.
• Creates significant immediate and future value -- delivers compelling value creation with attractive financial returns and enhanced flexibility to act on future organic growth opportunities:
  • Immediately increases free cash flow;
  • Long runway of organic growth opportunities expected to drive value on a per-share basis.
• Provides sustainable alternatives -- additional lower-carbon energy alternatives for customers looking to reduce carbon emissions and meet sustainability goals.

Transaction financial highlights:

• Substantially increases per share growth -- transaction is expected to drive double-digit accretion to 2023 adjusted operating cash flow (AOCF) per share and leads to significant growth in AOCF per share compared with 2022.
• Increases free cash flow -- addition of Certarus provides strong free cash flow generation today and in the future, enabling both organizations to further delever and achieve continued growth going forward.
• Maintains strong financial position and debt levels -- pro forma leverage of 3.8 times at closing, within Superior's stated target range:
  • Superior expects to maintain its dividend level at the current annualized rate.
• Reaffirms increased 2023 guidance ranges -- reaffirms Superior's 2023 pro forma adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) guidance range of $620-million to $660-million, which includes Certarus's expected 2023 adjusted EBITDA of $175-million to $185-million:
  • Based on the midpoint, Superior's 2023 pro forma adjusted EBITDA guidance represents an approximately $190-million increase compared with the 2022 adjusted EBITDA of $450-million.
• Accelerates achievement of targets -- Superior now expects to achieve the EBITDA from operations target range of $700-million to $750-million by year-end 2024, a full two years ahead of Superior's previously estimated timing:
  • In 2022, Superior's EBITDA from operations was $478-million.

Financing and reaffirmed 2023 guidance

The transaction was financed using a combination of common shares and cash paid to Certarus shareholders for total consideration of approximately $851-million or $12.15 per Certarus share. Approximately 48.6 million Superior common shares were issued directly to Certarus shareholders valued at $498-million and $353-million in cash was paid to Certarus shareholders, which was drawn from Superior's expanded $1.3-billion senior credit facilities. The long-term credit facilities were expanded with a new $550-million senior secured credit facility with a three-year term, providing increased liquidity to continue to grow the combined company.

With the closing of the transaction, Superior reaffirms its previously announced 2023 pro forma guidance for the year, which significantly increases Superior's adjusted EBITDA.

Regulatory approval details

Superior received a no-action letter from the Canadian Competition Bureau after entering into a consent agreement to retain all of Certarus's assets while agreeing to divest eight retail propane distribution locations and related assets in Northern Ontario. In 2022, the combined volume of these locations was approximately 90 million litres of propane or 2 per cent of Superior's propane distribution volumes.

Advisers

CIBC Capital Markets acted as exclusive financial adviser and Torys LLP, Blake, Cassels & Graydon LLP, and Orrick, Herrington & Sutcliffe LLP acted as legal counsel to Superior.

J.P. Morgan and National Bank Financial Inc. acted as financial advisers to Certarus. TD Securities Inc. acted as strategic adviser and Burnet, Duckworth & Palmer LLP and McCarthy Tetrault LLP acted as legal counsel to Certarus.

About Superior Plus Corp.

Superior is a leading North American distributor of propane, compressed natural gas, renewable energy, and related products and services, servicing approximately 936,500 customer locations in the United States and Canada. Through its primary businesses, propane distribution and CNG, RNG and hydrogen distribution, Superior safely delivers clean burning fuels to residential, commercial, utility, agricultural and industrial customers not connected to a pipeline. By displacing more carbon-intensive fuels, Superior is a leader in the energy transition and helping customers lower operating costs and improve environmental performance.

We seek Safe Harbor.