Clearwater Seafoods Incorporated Announces $35 Million Bought Deal Public Offering and Concurrent $15 Million Non-Brokered Private Placement

/Not for distribution to U.S. newswire services or for dissemination in the United States/

HALIFAX, NS, May 31, 2016 /CNW/ – Clearwater Seafoods Incorporated (TSX: CLR) ("the Company" or "Clearwater") is pleased to announce that it has entered into an agreement with a syndicate of investment dealers led by Cormark Securities Inc. and including Beacon Securities Limited and Scotia Capital Inc. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase 2,518,000 common shares ("Shares") from the treasury of the Company, at a price of $13.90 per Share and offer them to the public by way of short form prospectus for total gross proceeds of approximately $35 million (the "Offering").

In addition, the Company has granted the Underwriters an option ("Over-Allotment Option") to purchase up to an additional 377,700 Shares from the treasury of the Company at the offering price exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.

Furthermore, the Company is completing a concurrent non-brokered private placement of 1,080,000 Shares with certain existing insider shareholders for approximately $15 million under the same terms as the Offering (the "Concurrent Placement").

The net proceeds of the Offering and the Concurrent Placement will be used for repayments on revolving debt facilities, growth opportunities, working capital and general corporate purposes.

Closing of the Offering and the Concurrent Placement is expected to occur on or about June 21, 2016 and is subject to regulatory approval including that of the Toronto Stock Exchange.

The Shares to be issued under the Offering will be offered by way of a short form prospectus in each of the provinces of Canada, except Québec, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 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. This news release does not constitute an offer of securities for sale in the United States.  The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

COMMENTARY REGARDING FORWARD-LOOKING STATEMENTS

This news release may contain "forward-looking information" as defined in applicable Canadian securities legislation. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of Clearwater, the proposed use of the proceeds of the Offering and Concurrent Placement, the expected closing date of the Offering, constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management’s control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect including, but not limited to, the ability to obtain all necessary regulatory approvals and complete the Offering and Concurrent Placement on the proposed terms, the costs of the Offering and Concurrent Placement, general economic and market conditions, total allowable catch levels, selling prices, weather, exchange rates, fuel and other input costs. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.

For additional information with respect to risk factors applicable to Clearwater, reference should be made to Clearwater’s continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Clearwater’s Annual Information Form. The forward-looking information contained in this release is made as of the date of this release and Clearwater does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.

About Clearwater

Clearwater is one of North America’s largest vertically integrated seafood companies and the largest holder of shellfish licenses and quotas in Canada. It is recognized globally for its superior quality, food safety, diversity of species and reliable worldwide delivery of premium wild, eco-certified seafood, including scallops, lobster, clams, coldwater shrimp, crab and groundfish. With the addition of Macduff Shellfish Group Limited, Clearwater has expanded its product offering to include langoustines and whelk.

Since its founding in 1976, Clearwater has invested in science, people and technological innovation as well as resource ownership and management to sustain and grow its seafood resource. This commitment has allowed it to remain a leader in the global seafood market and in sustainable seafood excellence.

SOURCE Clearwater Seafoods Incorporated