Clearwater Seafoods Incorporated Announces Closing of $34 Million Bought Deal Financing

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

HALIFAX, Feb. 4, 2014 /CNW/ – Clearwater Seafoods Incorporated (TSX: CLR) (“the Company” or “Clearwater“) is pleased to announce that it has completed the issuance to the public, on a bought deal basis, of 3,530,000 common shares (“Shares“) from the treasury of the Company. The Shares were offered at a price of $8.50 per Share, for gross proceeds to Clearwater of approximately $30 million. The syndicate of investment dealers was co-led by Cormark Securities Inc. and Beacon Securities Limited (the “Underwriters“).

In addition, the Underwriters also exercised their option (the “Over-Allotment Option“) to purchase an additional 499,400 common shares from the treasury of the Company at the offering price, resulting in total gross proceeds from the offering, including the proceeds from the partial exercise of the Over-Allotment Option, of approximately $34 million.

As announced on January 13, 2014, the net proceeds of the offering will be used for growth opportunities and general working capital.

The Shares were also 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.

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 U.S. registration or an applicable exemption from 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 news release, including, without limitation, statements regarding future plans and objectives of Clearwater, 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, 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’scontinuous 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 news release is made as of the date of this news release and Clearwater does not undertake to update publicly or revise the forward-looking information contained in this news 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.

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