FP Resources limited announces proposed restructuring transaction



    TSX: FPL

    ST. JOHN'S, Feb. 4 /CNW/ - FP Resources Limited (the "Company") announced
today that the board of directors of the Company has approved proceeding with
a restructuring transaction (the "Restructuring Transaction") that will enable
shareholders to receive a cash amount of $17.19 per share or, at their
election, to continue their investment with the Company in its new form as an
investment holding company. The Restructuring Transaction is subject to
obtaining shareholder approval at a special meeting of shareholders to be held
in St. John's, Newfoundland and Labrador on March 11, 2008 (the "Meeting"). If
approved, the Restructuring Transaction is anticipated to be completed on or
about March 18, 2008.
    "The Restructuring Transaction is being pursued in light of recent
changes in the Company's business. Following the sale of substantially all of
the Company's assets last year, the nature and operations of the Company have
changed fundamentally and the Company has transitioned from a seafood
marketing and manufacturing business to an investment holding company. The
Restructuring Transaction enables those shareholders seeking liquidity to
receive a fair price for their shares while allowing those shareholders who
wish to continue being invested in a non-publicly traded entity to do so,"
commented Rex Anthony, Chairman of the board of directors. The Company has
been advised by the Toronto Stock Exchange that the listing of its common
shares is under review and that its common shares will be delisted if the
Company cannot meet the continued listing requirements by April 2, 2008. The
Company does not anticipate being able to meet these requirements and,
therefore, anticipates that its common shares will be delisted in early
May 2008.
    The Restructuring Transaction and the $17.19 cash price per share were
recommended to the Board of Directors by an independent committee of directors
of the Board (the "Independent Committee"). The Independent Committee engaged
National Bank Financial, Inc. ("NBF") to prepare an independent valuation of
the Company's common shares and a fairness opinion which concluded that the
cash price is fair, from a financial point of view, to shareholders who elect
to receive it under the Restructuring Transaction. The NBF valuation and
fairness opinion will be contained in the management information circular to
be sent to shareholders in connection with the Meeting.
    The Restructuring Transaction will involve, among other things, the
amalgamation of the Company with a newly incorporated wholly-owned subsidiary.
The amalgamated entity ("Amalco") will carry on the investment holding
activities of the Company under the name "FP Resources Limited". Under the
Restructuring Transaction, each shareholder will have the ability to elect
either (i) to receive one redeemable preference share of Amalco ("Amalco
Redeemable Share") for every one common share of the Company currently held
(which Amalco Redeemable Share will be redeemed by Amalco for $17.19 in cash
on the day following the effective date of the amalgamation), or (ii) to
receive one common share of Amalco ("Amalco Common Share") for every 1,000
common shares of the Company currently held. Shareholders who object to the
Restructuring Transaction have rights of dissent which will be described in
the management information circular. Shareholders who hold less than
1,000 common shares of the Company and who elect to receive Amalco Common
Shares will receive a cash payment for their fractional interests.
Non-dissenting shareholders who do not make an election in accordance with the
procedures set out in the management information circular, will receive Amalco
Redeemable Shares.
    The Restructuring Transaction must be approved by at least 66 2/3% of the
common shares of the Company voted in person or by proxy at the Meeting and
must also be approved by a majority of the minority shareholders. Shareholders
representing 6,379,772 common shares or 47.3% of the common shares issued and
outstanding will enter into voting agreements under which they will commit to
vote in favour of the Restructuring Transaction and to elect to receive Amalco
Common Shares. The Company has set February 13, 2008 as the record date for
determining shareholders of the Company entitled to receive notice of the
Meeting and to vote on the resolutions at the Meeting. A management
information circular detailing the specifics of the Restructuring Transaction
and other materials for the Meeting will be filed with the securities
commissions and mailed to shareholders in advance of the Meeting.

    About FP Resources Limited: FPR is a Newfoundland and Labrador-based
investment holding company whose principal assets are cash and the shares
which it holds in High Liner Foods Incorporated (TSX: HLF).

    Certain information regarding the Company contained herein may constitute
forward-looking statements within the meaning of applicable securities laws.
Forward-looking statements may include estimates, plans, expectations,
opinions, forecasts, projections, guidance or other statements that are not
statements of fact. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. The Company
cautions that actual performance will be affected by a number of factors, many
of which are beyond the Company's control, and that future events and results
may vary substantially from what the Company currently foresees. Discussion of
the various factors that may affect future results is contained in the
management information circular filed in connection with the annual and
special meeting of shareholders held on October 22, 2007 which is available at
www.sedar.com. The Company's forward-looking statements are expressly
qualified in their entirety by this cautionary statement.




For further information:

For further information: Bev Evans, Chief Financial Officer, (709)
570-0351, bevans@fpresources.ca

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FP RESOURCES LIMITED

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