Mr. Robert Pace reports

HIGH LINER FOODS ANNOUNCES DECEMBER 15 SPECIAL MEETING OF SHAREHOLDERS AND RECEIPT OF INTERIM COURT ORDER FOR PROPOSED ACQUISITION BY UMIOS

High Liner Foods Inc. has received an interim order from the Supreme Court of Nova Scotia and has filed its management information circular in connection with its previously announced definitive arrangement agreement under which 4856442 Nova Scotia Ltd., a wholly owned subsidiary of Umios Corp., will acquire all of the company's issued and outstanding common shares for $27 per share in cash.

The interim order, dated Nov. 9, 2026, authorizes High Liner Foods to hold a special meeting of shareholders on Dec. 15, 2026, to consider and vote on a special resolution approving the arrangement. Following the unanimous recommendation of a special committee of independent directors, the board of directors of the company has unanimously determined that the arrangement is in the best interests of the company, and is fair and reasonable to shareholders, and unanimously recommends that shareholders vote for the arrangement resolution.

The fully financed, all-cash transaction represents a premium of approximately 79 per cent to the closing price of the shares on the Toronto Stock Exchange on Oct. 23, 2026, the last trading day before the arrangement was announced, and a premium of approximately 86 per cent to the 20-day volume-weighted average price of the shares on the Toronto Stock Exchange for the period ending on that date. The arrangement provides shareholders with certainty of value and immediate liquidity upon closing.

"We have been encouraged by the response to the transaction since its announcement, and the recognition of what this combination can deliver for our shareholders and for the future of High Liner Foods," said Robert Pace, chair of the board of High Liner Foods. "It is a strong outcome for shareholders and an exciting next chapter for a business with a proud history and significant potential. We look forward to taking this important next step and putting the transaction before shareholders on Dec. 15."

The combination will bring together High Liner Foods' leading North American brands, processing expertise and customer relationships with Umios's global scale and sourcing capabilities. As previously announced, Umios intends to establish High Liner Foods as the core of its North American business, maintain its headquarters in Nova Scotia and invest in the company's continued growth. Umios has also committed to maintaining High Liner Foods' work force, operations, established brands and customer relationships.

Special meeting of shareholders

The meeting will be held in a virtual-only format on Dec. 15, 2026, at 10 a.m. Atlantic Time, by live webcast (password: highliner2026, case-sensitive). Shareholders may also listen to the proceedings of the meeting by dialling 1-416-855-9085 (local line in Toronto) or 1-800-990-2777 (toll-free in North America) with conference ID 82255 and following the prompts. Participants joining by telephone will not be able to vote or ask questions at the meeting. Shareholders of record as of 5 p.m. Atlantic Time on Nov. 9, 2026, will be entitled to receive notice of and vote at the meeting. Details on how registered shareholders and duly appointed proxyholders can attend, ask questions and vote at the meeting are set out in the circular.

At the meeting, shareholders will be asked to approve the arrangement resolution. The arrangement, which will be completed through a court-approved plan of arrangement under the Companies Act (Nova Scotia), requires at least 75 per cent of the votes cast by shareholders at the meeting.

As previously announced, Thornridge Holdings Ltd., which holds approximately 41.4 per cent of the outstanding shares, and each of the company's directors and officers has entered into support and voting agreements with the purchaser and Umios under which they have agreed, subject to their terms, to vote their shares in favour of the arrangement resolution. Together, these holders represent approximately 45.4 per cent of the company's outstanding shares.

Management information circular and voting information

The circular and related meeting materials have been filed under High Liner Foods' profile on SEDAR+ and are available on the company's website. The company expects to begin mailing the meeting materials to shareholders in the coming days in accordance with the interim order and applicable securities laws.

The circular contains important information about the arrangement, including the background to the arrangement, the reasons for the recommendations of the special committee and the board, the fairness opinions of BMO Nesbitt Burns Inc. and Ernst & Young LLP, the dissent rights available to registered shareholders, and instructions on how to vote. Shareholders are urged to read the circular carefully and in its entirety and, if they require assistance, to consult their financial, legal, tax or other professional advisers.

Shareholders are encouraged to read the circular carefully and vote for the arrangement, regardless of the number of shares they own.

Shareholders are encouraged to submit their votes well in advance of the proxy voting deadline of 10 a.m. Atlantic Time on Dec. 11, 2026. Non-registered shareholders should follow the instructions provided by their intermediary, which may set an earlier deadline. Detailed voting instructions are included in the circular and accompanying materials.

Shareholders who have questions or require assistance with voting may contact the company's strategic shareholder adviser and proxy solicitation agent, Carson Proxy Advisors, by phone at 1-800-530-5189 (toll-free in North America) or 416-751-2066 (collect outside of North America), or by e-mail at info@carsonproxy.com. Questions about completing the form of proxy or letter of transmittal may be directed to the company's transfer agent and depositary, TSX Trust Company, at 1-800-387-0825 (toll-free in North America) or 1-416-682-3860 (all other countries), or by e-mail at shareholderinquiries@tmx.com.

Transaction closing

The arrangement is expected to close in the first quarter of 2027, subject to obtaining shareholder approval, the final order of the Supreme Court of Nova Scotia and the key regulatory approvals, and satisfying or waiving the other customary closing conditions.

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 foodservice distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the Toronto Stock Exchange.

About Umios Corp.

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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