High Liner Foods Enters into Agreement to Be Acquired by Umios for C$27.00 per Share in Cash

High Liner Foods Incorporated ("High Liner Foods" or the "Company") (TSX: HLF) today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Umios Corporation (TSE: 1333) ("Umios") and 4856442 Nova Scotia Limited (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 (the "Shares") for C$27.00 per Share in cash (the "Transaction"), subject to required approvals and other closing conditions.

The consideration represents a premium of approximately 79% to the closing price of the Shares on the Toronto Stock Exchange (the "TSX") on October 23, 2026 and 86% to their 20-day volume-weighted average price for the period ending on that date. The Transaction values the Company at approximately C$804 million on a fully diluted equity basis and C$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 longstanding 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 Limited ("Thornridge") which holds approximately 41.4% 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% of the outstanding Shares have agreed to vote their Shares in favour of the Transaction.

"Umios' 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' 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 longstanding 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' 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."