Clearwater Seafoods announces proposal to amend terms of 7% convertible
debentures

/Not for distribution to United States or for dissemination in the United States/

HALIFAX, Feb. 2 /CNW/ - (TSX: CLR.UN, CLR.DB, CLR.DB.A):

Today, Clearwater Seafoods Income Fund (the "Fund") announced that it intends to seek the approval of the holders of its 7% convertible unsecured subordinated debentures due December 31, 2010 (the "2010 Debentures") to extend the maturity of the debentures to December 31, 2013. If successful, Clearwater Seafoods Limited Partnership ("Clearwater") will affect a similar extension of its Class C Units.

The amendments include:

- Higher Interest rate: The interest rate will be increased by 2.5% from 7.0% to 9.5%.

- Lower Conversion Price: The conversion price will be reduced from $12.25 per Fund unit ("Fund Unit") to $5.90 per Fund Unit.

- Extended Term and No Redemption Period: the maturity date will be extended from December 31, 2010 to December 31, 2013, and the amended debentures will not be redeemable prior to December 31, 2010. As such, holders of the 2010 Debentures will have a longer period of time to receive a higher interest rate.

- Extension Premium: at redemption or maturity, holders of the amended debentures will receive $1,010 per amended debenture, which is a 1% premium to the current face value of $1,000 per debenture.

Mr. Colin MacDonald, Chairman of CS ManPar Inc. ("CS ManPar"), the general partner of the Fund's administrator, Clearwater and Chairman and Chief Executive Officer of Clearwater stated "As part of our ongoing review of the Fund's capital structure and financial condition, management and the Board considered options for dealing with the upcoming maturity of the 2010 Debentures. The proposed amendments, if approved by the 2010 Debentureholders, will effectively refinance this significant maturing debt, thereby reducing refinancing risk for the Fund."

Mr. Robert Wight, Chief Financial Officer of Clearwater, continued "After successfully refinancing our senior debt in 2009, these proposed amendments will complete the next step of the refinancing needs of the Fund and allow Clearwater's management to focus on improving operating earnings and growing the business."

Tom Traves, Chair of the Board of Trustees, added, "The trustees believe that the proposed amendments have a number of benefits for Clearwater which create value for all securityholders. Furthermore, the increased interest rate, lower conversion premium and extension premium offer attractive value to the 2010 Debentureholders."

The Board of Trustees of the Fund and the Board of Directors of CS ManPar have concluded that the amendments are in the best interests of the Fund and Clearwater and the 2010 Debentureholders and recommend that the 2010 Debentureholders vote to approve the amendments.

Further information with respect to these proposed amendments as well as voting instructions will be outlined in a management information circular (the "Circular") expected to be mailed to the 2010 Debentureholders during the week of February 15th 2010, as well as a news release to be issued upon mailing of the Circular.

For the proposed amendments to be approved either:

(a) holders of at least 66 2/3% of the principal amount of the 2010 Debentures sign and deposit an instrument in writing that will accompany the Circular;

or

(b) holders of at least 66 2/3% of the principal amount of each of the 2010 Debentures present or as represented by proxy, vote for the proposed amendments at a meeting of the 2010 Debentureholders that may be held and is presently scheduled to be held on March 16, 2010 at 10:00 a.m. (Atlantic Standard Time), the details of which will be outlined in the Circular.

TD Securities Inc. is acting as financial advisor to Clearwater in connection with the proposed amendments. Cormark Securities Inc. is acting as soliciting dealer manager in respect of the transaction. McInnes Cooper is acting as Canadian legal counsel to Clearwater and the Fund.

About Clearwater

Clearwater is recognized for its consistent quality, wide diversity and reliable delivery of premium seafood, including scallops, lobster, clams, coldwater shrimp, crab and ground fish.

Since its founding in 1976, Clearwater has invested in science, people, technology, resource ownership and resource management to preserve and grow its seafood resource. This commitment has allowed it to remain a leader in the global seafood market.

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SOURCE Clearwater Seafoods Incorporated

For further information: For further information: Robert Wight, Chief Financial Officer, Clearwater, (902) 457-2369; Tyrone Cotie, Director of Corporate Finance and Investor Relations, Clearwater, (902) 457-8181


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