Clearwater Fine Foods Incorporated acquires shares in FP Resources Limited



    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/

    HALIFAX, March 10 /CNW/ - Clearwater Fine Foods Incorporated ("CFFI")
announced today that it has acquired 2,189,150 common shares ("Shares") of
FP Resources Limited ("FPR") from Sanford Limited ("Sanford"), representing
approximately 16.25% of FPR's total issued and outstanding Shares. An insider
of Sanford has agreed to sell an additional 16,800 Shares to CFFI; this
transaction is expected to close later this week. As a result of these
acquisitions, CFFI will own an aggregate of 4,228,050 Shares, representing
approximately 31.34% of the issued and outstanding Shares. These Shares were
and will be acquired through the facilities of The Toronto Stock Exchange.
    As disclosed in the management information circular of FPR dated
February 13, 2008 (the "Circular"), CFFI agreed to purchase Shares from any
shareholder of FPR (a "TCP Shareholder") who, upon receiving redeemable
preferred shares of the amalgamated entity ("Amalco Redeemable Shares") to be
created pursuant to the Restructuring Transaction (as defined and discussed in
the Circular), would hold taxable Canadian property and therefore would, upon
payment of the Redemption Price (as defined in the Circular), be subject to
exclusively deemed dividend treatment. Such a circumstance may exist where a
non-resident shareholder of FPR would hold in excess of 25% of the outstanding
Amalco Redeemable Shares as a result of the Restructuring Transaction.
    Sanford had indicated to FPR that it wished to receive Amalco Redeemable
Shares but that, as a result of its current holding of Shares, it would be a
TCP Shareholder. Accordingly, CFFI purchased the 2,189,150 Shares from Sanford
at a price equal to the $17.19 redemption price for which Amalco Redeemable
Shares will be redeemed under the Restructuring Transaction. An insider of
Sanford has agreed to sell an additional 16,800 Shares of FPR to CFFI at a
price equal to the $17.19 redemption price for which Amalco Redeemable Shares
will be redeemed under the Restructuring Transaction; this transaction is
expected to close later this week. CFFI intends to exchange the aggregate
2,205,950 Shares purchased for Amalco Redeemable Shares, if the Restructuring
Transaction is approved at the special meeting of FPR shareholders to be held
on March 11, 2008.




For further information:

For further information: Stan Spavold, (902) 457-8182

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CLEARWATER FINE FOODS INC.

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