LUNENBURG, NS, June 5, 2023 /CNW/ - High Liner Foods Incorporated (the "Company") (TSX: HLF) today announced  that it has filed a notice with the Toronto Stock Exchange ("TSX") and received approval to purchase through the facilities of the TSX and/or any alternative trading system in Canada, up to 200,000, or approximately 0.60%, of the 33,360,699  issued and outstanding Common Shares of the Company ("Common Shares") as of May 25, 2023. The price the Company will pay for any Common Shares acquired will be the market price at the time of acquisition. Purchases under the normal course issuer bid ("NCIB") will be made by the Company and the Common Shares acquired shall be cancelled, reducing any dilution resulting from Common Shares issued pursuant to stock-based compensation plans. Purchases may commence on June 7, 2023, and will terminate no later than June 6, 2024. The actual number of Common Shares purchased under the NCIB, the timing of purchases and the price at which the Common Shares are purchased will depend on management discretion based on factors such as market conditions.

The Company's Defined Benefit Pension Plan ("Pension Plan") may, from time to time, acquire Common Shares of the Company. Common Shares purchased by the Pension Plan count towards the maximum number of Common Shares the Company can acquire under the NCIB. If Common Shares are acquired by the Pension Plan, those Common Shares will remain outstanding and held by the Pension Plan.

The average daily trading volume ("ADTV") of the Company's Shares on the TSX over the six months ending April 30, 2023, was 15,001 Shares. Under TSX rules, the Company is entitled to purchase up to the greater of: 25% of the ADTV of the respective class of shares; or 1,000 shares on any trading day; or a larger amount of shares per calendar week, subject to the maximum number that may be acquired under the NCIB, if the transaction meets the block purchase exception under TSX rules. Accordingly, unless a block purchase meeting the block purchase exception under TSX rules is made, the Company is entitled to purchase up to 3,750 Common Shares on any trading day.

In connection with the NCIB, the Company has established an automatic securities purchase plan ("the Plan") for the Common Shares. The Plan was established to provide standard instructions regarding how the Common Shares are to be repurchased under the NCIB. Accordingly, the Company may repurchase its securities under the Plan on any trading day during the NCIB including during regulatory restrictions or self-imposed trading blackout periods. The Plan will commence on June 7, 2023 and terminate on June 6, 2024. The Company may otherwise vary, suspend or terminate the Plan only if it does not have material non-public information and the decision to vary, suspend or terminate the Plan is not taken during a self-imposed trading blackout period. The Plan constitutes an "automatic plan" for purposes of applicable Canadian securities legislation and has been reviewed by the TSX.

The Board of Directors and Senior Management of the Company are of the opinion that from time to time the purchase of its Common Shares at the prevailing market price is in the best interest of the Company and its shareholders.  By making such repurchases, the number of Common Shares in circulation will be reduced and the proportionate interest of remaining shareholders of the Company in the share capital of the Company will be increased on pro rata basis. As of May 25, 2023, in the previous 12 months, the Company acquired 135,568 Common Shares of the authorized 200,000 Common Shares, through the facilities of the TSX and alternative Canadian trading systems in Canada, for an approximate total cost of CDN $1,666,131 at a weighted average price paid per security of $12.29 under the terms of an NCIB that expires on June 6, 2023.

High Liner Foods Incorporated 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, Fisher Boy, Mirabel, and Sea Cuisine 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.

This news release contains forward-looking statements which reflect management's expectations regarding the Company's plans to purchase for cancellation shares under the normal course issuer bid. These statements are based on management's reasonable assumptions and beliefs in light of the information currently available to them and reflect expectations as of June 5, 2023. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements, including without limitation, regulatory approval, market and economic conditions, availability of sellers, changes in laws and regulations, operating efficiencies and cost saving initiatives. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such forward-looking information. The Company does not undertake to update these forward-looking statements other than as required by applicable securities laws.

For further information about the Company, please visit our Internet site at www.highlinerfoods.com or send an e-mail to [email protected].

SOURCE High Liner Foods Incorporated

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