HALIFAX, NOVA SCOTIA--(Marketwired - June 9, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Clearwater Seafoods Incorporated (TSX:CLR) ("the Company" or "Clearwater") is pleased to announce that it has entered into an agreement with a syndicate of investment dealers led by Cormark Securities Inc. and including Beacon Securities Limited and Scotiabank (the "Underwriters") pursuant to which the Underwriters have agreed to purchase 3,266,000 common shares ("Shares") from the treasury of the Company, at a price of $12.25 per Share and offer them to the public by way of short form prospectus (the "Offering").
In addition, the Company has granted the Underwriters an option ("Over-Allotment Option") to purchase up to an additional 489,900 Shares from the treasury of the Company at the offering price exercisable at any time up to 30 days following Closing (as defined below), for market stabilization purposes and to cover over-allotments, if any.
Furthermore, the Company is completing a concurrent non-brokered private placement with certain existing shareholders for approximately $15 Million under the same terms as the Offering (the "Concurrent Placement").
The net proceeds of the Offering and Concurrent Placement will be used for growth opportunities and general working capital.
Closing of the Offering is expected to occur on or about June 30, 2015 and is subject to regulatory approval including that of the Toronto Stock Exchange.
The Shares to be issued under the Offering will be offered by way of a short form prospectus in each of the provinces of Canada, except Quebec, and may be 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, and certain other jurisdictions.
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 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's continuous 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 release is made as of the date of this release and Clearwater does not undertake to update publicly or revise the forward-looking information contained in this 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.
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.
Chief Financial Officer