PetroSun Affiliate Signs Definitive Agreement to Acquire Nearly 600 Petroleum and Convenience Store Sites Across Ten States

NEW YORK, NY -- (Marketwire) -- 08/27/08 -- PetroSun Fuel, one of the largest independent petroleum and convenience store operators on the West Coast, announced today that its newly-formed affiliate, Pacific Convenience & Fuel, LLC, has signed a definitive agreement to acquire the remaining United States petroleum and convenience store retail assets of ConocoPhillips Company (NYSE: COP). The transaction is expected to result in the sale of all of ConocoPhillips' remaining U.S. company-owned and company-operated petroleum and convenience store retail outlets, and its U.S. company-owned and dealer-operated retail outlets, as announced by ConocoPhillips in December 2006.

"We are excited that this transaction allows us to continue our successful relationship with ConocoPhillips, building on several prior transactions and many years of working together," said Sam Hirbod, Chairman and Chief Executive Officer of PetroSun and Pacific Convenience. "This acquisition will give Pacific Convenience & Fuel a geographic footprint throughout ten states, with annual petroleum sales in excess of 1 billion gallons. We have an extraordinary opportunity with this transaction to extend our retail presence to prime sites in downtown Los Angeles, downtown San Francisco and other locations that no one else can easily replicate today. That real estate, combined with our marketing, operational and retail expertise, offers tremendous growth opportunities over the next several years for Pacific Convenience."

As part of the proposed transaction, PetroSun intends to contribute over 75 of its existing petroleum and convenience sites in Washington and California to the new venture. After the transaction is completed, Pacific Convenience & Fuel will own, manage or operate more than 600 sites in the western United States. Mr. Hirbod brings more than 10 years of industry experience to the venture, having operated and managed branded and unbranded petroleum retail and convenience stores throughout northern California and Washington. David Delrahim, a co-founder of PetroSun, has actively owned and operated gas stations, convenience stores and car washes throughout Southern California for over 25 years. "I look forward to continuing my passion of developing these brands across the West Coast after we complete this transaction," said Mr. Delrahim.

"This transaction is designed to strengthen our branded wholesale business model and grow market share," said Clayton Reasor, President, U.S. Marketing of ConocoPhillips. "We have worked with PetroSun before and believe that they will continue to enhance our brands and provide excellent service to our retail customers."

Pacific Convenience & Fuel will enter into long-term supply agreements with ConocoPhillips and continue to use the Conoco, Phillips 66, and 76 retail brands at its stations. Tower Energy Group, the nation's largest independent petroleum wholesaler, has also entered into an arrangement with Pacific Convenience & Fuel to supply fuel to dealer sites in California. "This transaction further strengthens our already strong relationship with ConocoPhillips and PetroSun, and we look forward to working closely together as we move forward," said Tim Rogers, Chairman and Chief Executive Officer of Tower Energy.

Rodman & Renshaw has acted as financial advisor for PetroSun and its affiliates and Goodwin Procter LLP has acted as legal counsel.