All amounts in Canadian dollars unless otherwise stated

• Clearwater shareholders to receive $8.25 in cash per Clearwater common share
• The transaction price represents a premium of 60.2% to Clearwater's average volume-weighted average price for the 20 day period preceding the strategic review announcement on March 5, 2020
• The transaction delivers significant and immediate value to Clearwater's shareholders and reflects Clearwater's unique assets and global leadership in premium, wild caught and sustainable seafood
• The transaction has received the unanimous approval of Clearwater's Board of Directors and is subject to approval by Clearwater shareholders
• The Mi'kmaq First Nations Coalition and Premium Brands each acquire 50% ownership in Atlantic Canada's largest fishing company
• Clearwater to continue to operate as a distinct entity thereby ensuring continuity for its brand, employees and significant community involvement

HALIFAX, NS, Nov. 9, 2020 /CNW/ - Clearwater Seafoods Incorporated ("Clearwater" or the "Company") (TSX: CLR) is pleased to announce they entered into a definitive arrangement agreement (the "Arrangement Agreement") with FNC Holdings Limited Partnership ("FNC Holdings"), representing a coalition of Mi'kmaq First Nations (the "Participating Communities") and Premium Brands Holdings Corporation ("Premium Brands")(TSX:PBH). Pursuant to the Arrangement Agreement, Premium Brands and FNC Holdings, through a new equally owned company (the "Purchaser"), have agreed to acquire all of the issued and outstanding common shares of Clearwater and the units issued under various equity compensation plans for $8.25 per share (subject to adjustment as described below) in a transaction valued at approximately $1.0 billion, including debt (the "Transaction"). A transaction price of $8.25 per share represents a 15% premium to the closing price of Clearwater shares on the TSX on November 6, 2020, the last trading day prior to the announcement of the Transaction, and a 60.2% premium to Clearwater's average volume-weighted average price for the 20 day period preceding the strategic review announcement on March 5, 2020.    This strategic investment represents a transformational change in Canadian fisheries, catapulting First Nations into a leading global position in the seafood industry with the largest holdings of shellfish licences and quotas in Canadian fisheries.

"I am very pleased to recommend this transaction. It represents great value for shareholders, leverages the expertise within the company while advancing Reconciliation in Canada," said Colin MacDonald, Chair of the board of directors of Clearwater "I am confident that this transaction will enhance the culture of diversity and sustainable seafood excellence that exists at Clearwater."

"Clearwater is a world class seafood company with a great management team, best-in-class products and a globally respected brand. Premium Brands will use its value-add expertise, brand development capabilities and extensive customer relationships to continue to grow this leading global seafood company," says George Paleologou, President and CEO of Premium Brands.  "We are proud to partner with the Mi'kmaq First Nations communities in this unique opportunity to enhance First Nations' participation in commercial fisheries at the same time building the seafood portfolio within the Premium Brand ecosystem."

"This is a transformational opportunity for the Mi'kmaq to become significant participants in the commercial fishery through the investment in existing infrastructure, management expertise, and a global market presence." said Chief Terry Paul, Membertou First Nation. "Mi'kmaq not only become 50% owners of the company but expect to hold Clearwater's Canadian fishing licences within a fully Mi'kmaq owned partnership. This collective investment by First Nations in Clearwater represents the single largest investment in the seafood industry by any Indigenous group in Canada. Each of Paqtnkek, Pictou Landing, Potlotek, Sipekne'katik, and We'koqma'q have confirmed their intention to participate with Membertou and Miawpukek in this historic investment."

"We are very excited about working with Premium Brands and the Participating Communities to continue to grow and strengthen our business while preserving our culture and community presence," said Ian Smith, President and CEO of Clearwater.  "Furthermore, this partnership ideally positions us to continue building on the legacy created by Clearwater's founders Colin MacDonald and John Risley" added Mr. Smith.

Recommendation of the Clearwater Board of Directors

On March 5, 2020, Clearwater announced that it had initiated a formal strategic process to identify, review and evaluate a broad range of potential strategic alternatives available to it with a view to continuing to enhance shareholder value (the "Strategic Review"). In conjunction with the Strategic Review, Clearwater formed a special committee of independent directors, chaired by Brendan Paddick, to solicit, consider and evaluate various strategic alternatives available to the Company (the "Special Committee"). After an extensive review of strategic alternatives, the Special Committee provided its unanimous recommendation of the Transaction to the Clearwater board of directors. The Clearwater board of directors, having received and considered the recommendation of the Special Committee, and in consultation with its financial and legal advisors, determined that the Transaction is in the best interests of Clearwater shareholders and unanimously recommends that Clearwater shareholders vote in favour of the Transaction at the special meeting of shareholders to be held to approve the Transaction.

Each of the directors and the Chief Executive Officer and Chief Financial Officer of Clearwater has entered into a voting support agreement pursuant to which each has committed to vote in favour of the Transaction. In the aggregate, parties holding or controlling 63.91% of the total number of issued and outstanding Clearwater common shares have agreed to vote in favour of the Transaction.