FP Resources Limited Acquires Common Shares of Biox Corporation

BEDFORD, NS, Dec. 16, 2016 /CNW/ - FP Resources Limited ("FPL") announced today that it acquired, on December 15, 2016, ownership of an aggregate of 7,475,000 common shares ("Common Shares") of Biox Corporation ("Biox"), representing approximately 16.22% of the outstanding Common Shares, of Biox at a price of C$0.89788 per Common Share (the "Purchase Price") pursuant to a share purchase agreement (the "Agreement") with Birch Hill Equity Partners III, LP, Birch Hill Equity Partners (SC) III, LP, Birch Hill Equity Partners (US) III, LP and Birch Hill Equity Partners (Entrepreneurs) III, LP (collectively, the "Vendors") ("Acquisition").

Immediately before the Acquisition, FPL held an aggregate of 7,153,413 Common Shares representing approximately 15.52% of the Common Shares issued and outstanding and FPL's parent company, Clearwater Fine Foods Inc. ("CFFI") held 1,402,500 Common Shares and 3,300,000 Warrants exercisable into 3,300,000 Common Shares. Assuming exercise of 100% of the 3,300,000 Warrants by CFFI, FPL and CFFI would hold, directly or indirectly, or exercise control or direction over, an aggregate of 11,855,913 Common Shares representing approximately 24% of the issued and outstanding Common Shares.

Following the Acquisition, FPL has ownership and control over an aggregate of 14,628,413 Common Shares, representing approximately 31.73% of the outstanding Common Shares. Assuming exercise of 100% of the 3,300,000 Warrants by CFFI, FPL and CFFI would hold, directly or indirectly, or exercise control or direction over, an aggregate of 19,330,913 Common Shares representing approximately 39.13% of the issued and outstanding Common Shares.

Under the Agreement, if at any time prior to June 30, 2018, FPL and its joint actors enter into a transaction involving an acquisition of control of Biox, a sale of all or substantially all of Biox' assets or at least 50% of the assets to FPL or its joint actors by way of a negotiated purchase, lease, license, exchange, joint venture transaction or other means, any merger, amalgamation, plan of arrangement, reorganization or other business combination pursuant to which the assets and business of Biox are combined with FPL or its joint actors or other form of transaction which results in the direct or indirect acquisition of control of Biox by FPL or its joint actors, FPL will be required to pay the Vendors upon completion of the Transaction the difference (determined on a per share basis) between the Purchase Price and the value of the consideration received, directly or indirectly, by the shareholders of Biox in connection with the transaction. If the transaction results in the receipt of consideration by Biox (whether or not consideration is also received by shareholders), the value of the consideration by the shareholders of Biox will include the value of the consideration received by Biox.    

The Common Shares have been acquired for investment purposes. FPL and its joint actors will evaluate their investment in Biox from time to time and may, based on such evaluation of market conditions and other circumstances, increase or decrease securityholdings in Biox as circumstances require.

The Common Shares have been acquired in reliance upon the private agreement take-over bid exemption in Section 4.2 of National Instrument 62-104, Take-over Bids and Issuer Bids and in compliance with the requirements thereof, including that the purchase of Common Shares was made from less than five persons, the bid was not made generally to holders of Common Shares and the value of the consideration paid for the Common Shares was not greater than 115% of the market price of the Common Shares.

SOURCE FP Resources Limited

For further information: Stan Spavold at (707) 478 4827, FP Resources Limited, 757 Bedford Highway, Bedford, NS, B4A 3Z7

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