High Liner Foods Secures Rubicon Settlement Agreement

LUNENBURG, NS, March 5, 2024 /CNW/ - High Liner Foods Incorporated (TSX: HLF) ("High Liner Foods" or "the Company"), a leading North American value-added frozen seafood company, today announced that it has finalized a settlement agreement (the "Agreement") in the legal proceedings the Company initiated against Mr. Brian Wynn for making false representations and warranties in connection with the sale of Rubicon Resources, LLC ("Rubicon").

In accordance with the terms of the Agreement, just over 2.4 million shares of the Company issued in connection with the acquisition of Rubicon will be cancelled, resulting in a 7.36% reduction of the total approximate 33 million shares outstanding. Based on a closing share price of CAD$12.70 on March 1, 2024, and an exchange rate of 1.3555 with the U.S. dollar, the cancelled shares are worth approximately USD $22.49 million.

In addition, as part of the settlement agreement, USD $5,650,000 will be paid collectively by Mr. Wynn and the other settling Rubicon vendors to reimburse funds received from a previous insurance claim settlement on Representation and Warranties Insurance the Company procured to provide coverage of breaches of representation made by Rubicon and Mr. Wynn when it acquired Rubicon.

Paul Jewer, President and CEO of High Liner Foods said, "Our efforts over the past four years to ensure High Liner Foods and its shareholders received compensation in this matter have paid off. We are pleased to put the matter behind us and that our shareholders will immediately and directly benefit from the negotiated terms."

Forward Looking Statements

This news release contains forward-looking statements that are based on a variety of factors and assumptions. Specific forward-looking statements in this document include but are not limited to statements with respect to: timing and completion of the settlement based upon settling parties satisfying settlement conditions. Actual results could differ materially from the conclusion, forecast or projection stated in such forward-looking information. As a result, we cannot guarantee that any forward-looking statements will materialize. Forward-looking information is based on management's current estimates, expectations and assumptions, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Except as required under applicable securities laws, we do not undertake to update these forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, whether as a result of new information, future events or otherwise.

About High Liner Foods Incorporated

High Liner Foods Incorporated is a leading North American processor and marketer of value-added frozen seafood. High Liner Foods' retail branded products are sold throughout the United States and Canada under the High Liner, Fisher Boy, Mirabel, Sea Cuisine and Catch of the Day labels, and are available in most grocery and club stores. The Company also sells branded products to restaurants and institutions under the High Liner, Mirabel, Icelandic Seafood and FPI labels and is a major supplier of private label value-added seafood products to North American food retailers and foodservice distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the Toronto Stock Exchange.