Mr. Paul Jewer reports

HIGH LINER FOODS ENTERS INTO AGREEMENT TO BE ACQUIRED BY UMIOS FOR C$27.00 PER SHARE IN CASH

High Liner Foods Inc. has entered into a definitive arrangement agreement with Umios Corp. and 4856442 Nova Scotia Ltd. (the purchaser), a newly formed, wholly owned subsidiary of Umios incorporated in Nova Scotia. Under the arrangement agreement, the purchaser will acquire all of the company's issued and outstanding common shares for $27 per share in cash, subject to required approvals and other closing conditions.

Highlights:

• Combination to establish a North American growth platform pairing Umios's global sourcing capabilities with High Liner Foods' processing expertise and strong brands;
• Fully financed, all-cash offer delivers a substantial premium, certainty of value and immediate liquidity to shareholders upon closing;
• Offer represents a premium of 79 per cent to High Liner Foods' closing share price on Oct. 23, 2026, and 86 per cent to its 20-day volume-weighted average price;
• High Liner Foods' board of directors unanimously recommends shareholder approval of the transaction;
• Thornridge Holdings Ltd., holding approximately 41.4 per cent of outstanding shares, endorses the transaction, having entered into a voting and support agreement;
• High Liner Foods to anchor Umios's North American growth, with headquarters remaining in Nova Scotia.

The consideration represents a premium of approximately 79 per cent to the closing price of the shares on the Toronto Stock Exchange on Oct. 23, 2026, and 86 per cent to their 20-day volume-weighted average price for the period ending on that date. The transaction values the company at approximately $804-million on a fully diluted equity basis and $1.25-billion on an enterprise value basis. It is fully financed and is not subject to a financing condition. On completion of the transaction and as contemplated in the arrangement agreement, the company will repay in full its outstanding credit facilities.

Umios is one of the world's largest seafood and marine-protein companies and a long-standing supplier to High Liner Foods. The acquisition advances its strategy to build a more integrated global seafood and protein business, with High Liner Foods central to its North American expansion.

Thornridge Holdings, which holds approximately 41.4 per cent of the outstanding shares, has entered into a voting and support agreement, under which it has agreed, subject to the terms thereof, to vote all its shares in favour of the transaction. Moreover, each director and officer of the company has entered into a support and voting agreement, pursuant to which each such person has agreed, subject to the terms thereof, to vote all of their shares in favour of the transaction. Consequently, holders representing approximately 45.4 per cent of the outstanding shares have agreed to vote their shares in favour of the transaction.

"Umios's offer recognizes the value of High Liner Foods' business and its future potential, delivering a substantial premium and certainty of cash value to our shareholders," said Robert Pace, chair of the board and chair of the special committee. "As part of our competitive review process, we assessed competing proposals alongside the company's prospects as an independent business and concluded that Umios's offer represents the best value for shareholders while supporting High Liner Foods' next phase of growth."

"This transaction is a powerful endorsement of High Liner Foods, our people and the business we have built from our roots in Lunenburg," said Paul Jewer, president and chief executive officer. "We know Umios through a long-standing commercial relationship, and Umios knows the value of our expertise, brands and customer relationships. Joining a global seafood leader gives us the scale, sourcing capabilities and investment capacity to pursue our ambitions in an industry poised for growth. Umios's commitment to keeping our headquarters in Nova Scotia and its plans to invest in our people and the business give us confidence that this is the right path forward for High Liner Foods and our stakeholders."

"High Liner Foods brings the capabilities and expertise needed to advance our North American growth strategy," said Daisuke Yasuda, representative director and president of Umios. "As seafood consumption grows, we see significant value in connecting our access to marine resources with High Liner Foods' ability to develop and deliver products customers want. Our offer reflects that strategic value, delivering a compelling return to High Liner Foods shareholders while creating opportunities for long-term growth and value creation for Umios. We look forward to working with the High Liner Foods team to realize that potential together."

Strategic rationale and plans

Following closing, Umios intends to establish High Liner Foods as the core platform for its North American business while maintaining the company's headquarters in Nova Scotia. Under the terms of the arrangement agreement, Umios has committed to maintaining High Liner Foods' work force and operations, established brands, and customer relationships.

Umios plans to support continuity of High Liner Foods' management team and work with it to invest in the company's processing, innovation and growth initiatives and drive its next phase of growth. The combination is expected to strengthen sourcing and procurement, broaden customer offerings, and create a stronger platform for long-term growth while preserving High Liner Foods' important role in the communities in which it operates.

High Liner Foods will continue to operate independently until closing and remains focused on delivering its diverse branded and value-added seafood solutions to its North American retail and food-service customers.

Special committee and board recommendation and process

The agreement follows a competitive sale process overseen by a special committee of independent directors, with support from financial and legal advisers. The process was initiated following an unsolicited non-binding proposal to the company and included a targeted market check of the parties considered most likely to be interested in acquiring the company, the receipt of several non-binding proposals from potential purchasers, multiple rounds of bidding and consideration of the alternative of continuing to operate High Liner Foods independently.

Following the unanimous recommendation of the special committee, the company's board of directors unanimously approved the transaction and determined that it is in the company's best interests and fair to its shareholders. The board unanimously recommends that shareholders vote in favour of the transaction.

In reaching their conclusions, the special committee and board considered, among other factors, the offer's substantial premium, certainty of cash value, committed financing, terms and conditions, and Umios's plans and commitments for High Liner Foods, as well as the competitive nature of its review process.

In connection with the review and consideration of the transaction, the company engaged BMO Capital Markets as its financial adviser and the special committee engaged Ernst & Young LLP as its independent financial adviser to provide an independent fairness opinion. Both BMO Capital Markets and Ernst & Young provided a verbal opinion to the special committee and to the board that, as of Oct. 26, 2026, subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by the shareholders pursuant to the transaction is fair, from a financial point of view, to such shareholders.

Transaction details

The transaction will be implemented through a court-approved plan of arrangement under the Companies Act (Nova Scotia). Completion is subject to approval by 75 per cent of the votes cast by High Liner Foods shareholders at a special meeting of shareholders called to consider the transaction expected to be held in December, 2026, court approval, applicable regulatory approvals or clearances, and other customary closing conditions.

High Liner Foods will be subject to a non-solicitation covenant with customary fiduciary-out provisions under the terms of the arrangement agreement. The arrangement agreement contains other customary representations, warranties, covenants and closing conditions. A termination fee of $28.1-million would be payable by the company to Umios in certain circumstances, including in the context of a superior proposal supported by the company.

Subject to receipt of the required approvals and satisfaction or waiver, where permitted, of the closing conditions, the transaction is expected to close in the first quarter of 2027. Prior to closing the company will continue to pay its regular quarterly dividend on its shares.

Following completion, the shares are expected to be delisted from the TSX, and the company is expected to make an application to cease to be a reporting issuer in applicable Canadian jurisdictions.

Additional information

A management information circular containing the background to the transaction, the reasons for the recommendation of the special committee and the board, fairness opinions, and voting instructions will be mailed to shareholders in advance of the meeting and filed under High Liner Foods' profile on SEDAR+.

The arrangement agreement will also be filed on SEDAR+. Shareholders are encouraged to read both documents when available.

Advisers

BMO Capital Markets is acting as exclusive financial adviser to High Liner Foods, and Ernst & Young is acting as independent financial adviser to the special committee. Norton Rose Fulbright is acting as legal counsel to the company. Goodwin Procter LLP is acting as U.S. legal counsel to the company and Stewart McKelvey is acting as Nova Scotia counsel to the company. Gagnier Communications is acting as communications adviser to the company.

Greenhill, a Mizuho affiliate, is serving as exclusive financial adviser to Umios. Borden Ladner Gervais LLP is Canadian legal counsel, and Nishimura & Asahi is Japanese legal counsel to Umios.

The special committee of Thornridge engaged Morrison Park Advisors as financial adviser and Bennett Jones LLP as legal counsel.

Early warning disclosure by Thornridge Holdings

As at the date hereof, Thornridge owns 11,586,124 shares, representing approximately 41.4 per cent of the issued and outstanding shares, and currently files early warning reports pursuant to the requirements of National Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and lnsider Reporting Issues, with respect to the company. An amended early warning report, stating that Thornridge has entered into a support and voting agreement with the purchaser and Umios, pursuant to which it has agreed to vote in favour of the transaction at the meeting, will be filed with the applicable securities commissions and will be made available on SEDAR+. A copy of the early warning report may be obtained by contacting C. Robert Gillis, president of Thornridge at 1-902-835-9525.

About High Liner Foods Inc.

High Liner Foods 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, Sea Cuisine, Mrs. Paul's, Van de Kamp's, Fisher Boy, C. Wirthy, Mirabel 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 food-service distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the TSX.

About Umios

Umios operates across the seafood value chain, from wild-capture fisheries and aquaculture to processing, distribution and branded consumer products. Listed on the Tokyo Stock Exchange, it has operations in Japan, North America, Europe and Asia and annual net sales of approximately $10-billion.

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