No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the
Solicitation
The Company, the Partnership and their respective directors, executive officers and certain other members of management may be deemed to
be participants in the solicitation of proxies in respect of the Proposed Transaction. Information about these persons is set forth in the Companys proxy statement relating to its 2023 Annual Meeting of Stockholders, which was filed with the
SEC on April 6, 2023; the Companys Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 28, 2023; the Partnership Annual Report on Form
10-K for the year ended December 31, 2022, which was filed with the SEC on February 28, 2023, and subsequent statements of changes in beneficial ownership on file with the SEC. Securityholders and
investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies securityholders generally, by reading the registration statement and proxy statement/prospectus
and other relevant documents regarding the Proposed Transaction (if and when available), which will be filed with the SEC.
Cautionary Statement
Regarding Forward-Looking Statements
The statements in this Current Report on Form 8-K
relating to matters that are not historical facts are forward-looking statements based on managements beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of
future performance and involve certain risks and uncertainties, including those contained in the Companys and the Partnerships filings with the SEC. Forward-looking statements use words such as anticipate,
project, will, expect, plan, goal, forecast, strategy, intend, should, would, could, believe,
may, and similar expressions and statements regarding the Companys and the Partnerships plans and objectives for future operations or the Proposed Transaction. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, we cannot assure you that the Companys and the Partnerships expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or
forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the ability of the Company or the Partnership to consummate the Proposed Transaction; the risk that the Proposed Transaction does not
occur; negative effects from the pendency of the Proposed Transaction; failure to obtain the required approvals for the Proposed Transaction; the time required to consummate the Proposed Transaction; the focus of management time and attention on the
Proposed Transaction and other disruptions arising from the Proposed Transaction; the ability of the Company to achieve the expected earnings per share and cash flow accretion and other expected benefits from the Proposed Transaction; legal
proceedings that may be instituted against the Company or the Partnership following the announcement of the Proposed Transaction; limitations on the Companys ability to effectuate share repurchases due to market conditions and corporate, tax,
regulatory and other considerations; the Companys and the Partnerships ability to successfully integrate the Sinclair Oil Corporation (now known as Sinclair Oil LLC) and Sinclair Transportation Company LLC businesses acquired from The
Sinclair Companies (now known as REH Company) (collectively, the Sinclair Transactions) with their existing operations and fully realize the expected synergies of the Sinclair Transactions or on the expected timeline; the Companys
ability to successfully integrate the operation of the Puget Sound refinery with its existing operations; the demand for and supply of crude oil and refined products, including uncertainty regarding the increasing societal expectations that
companies address climate change; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in the Companys markets; the
spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or
shutdowns in refinery operations or pipelines, whether due to reductions in demand, accidents, unexpected leaks or spills, unscheduled shutdowns, infection in the workforce, weather events, global health events, civil unrest, expropriation of
assets, and other economic, diplomatic, legislative, or political events or developments, terrorism, cyberattacks, or other catastrophes or disruptions affecting the Companys and/or the Partnerships operations, production facilities,
machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of the Companys and/or the Partnerships suppliers, customers, or third-