FP Resources Limited announces completion of restructuring transaction


    TSX:  FPL

    ST. JOHN'S, March 19 /CNW/ - FP Resources Limited (the "Company")
announced today that the restructuring transaction (the "Restructuring
Transaction") approved by the Company's shareholders (the "FP Shareholders")
at the special meeting of Shareholders held on March 11, 2008 (the "Special
Meeting") is now complete.
    The Company was continued under the Canada Business Corporations Act and
received a Certificate of Continuance with an effective date of March 12,
2008. The Company then amalgamated with 6916716 Canada Inc. effective
March 14, 2008 (the "Effective Date") to form an amalgamated entity ("Amalco")
which will carry on the Company's investment business under the name "FP
Resources Limited".
    In accordance with the terms of the Restructuring Transaction set forth
in the management information circular for the Special Meeting and the letter
of transmittal and election form ("Letter of Transmittal") which accompanied
it, all outstanding common shares of the Company ("FP Common Shares") were
automatically deemed to have been exchanged for redeemable preferred shares of
Amalco ("Amalco Redeemable Shares") on the Effective Date unless an FP
Shareholder elected to receive common shares of Amalco ("Amalco Common
Shares") and tendered the FP Common Shares held by that FP Shareholder,
together with a properly completed Letter of Transmittal, on or before
March 7, 2008 ("Election Date"). There were 6,589,000 FP Common Shares
tendered together with elections to receive Amalco Common Shares by the
Election Date and so there are now 6,589,000 Amalco Common Shares issued and
outstanding. The 6,900,585 Amalco Redeemable Shares were redeemed on the third
business day following the Effective Date. Amalco redeemed the Amalco
Redeemable Shares for $17.19 per Amalco Redeemable Share ("Redemption
    To receive the Redemption Payment, holders of FP Common Shares, who have
not yet done so, must tender the certificates representing their FP Common
Shares, together with a properly completed Letter of Transmittal to
Computershare Investor Services Inc., at the Toronto address set forth in the
Letter of Transmittal on or before March 14, 2010. Failure to tender a Letter
of Transmittal and the certificates representing the FP Common Shares by that
date will result in the loss of the right to receive the Redemption Payment.
    FP Shareholders who receive the Redemption Payment will be deemed to have
received a dividend of $1.72 per Amalco Redeemable Share in the opinion of the
Company. The Company has designated this deemed dividend as an eligible
dividend within the meaning of the Income Tax Act (Canada). In the case of a
Shareholder who is not a resident of Canada, the deemed dividend will be
subject to Canadian withholding tax at a general rate of 25% (subject to
reduction by tax treaty) in respect of such deemed dividend. For individuals
resident in the United States, the rate of withholding will generally be
reduced to 15%.
    The redemption of the Amalco Redeemable Shares by the Company also
represents a disposition of the Amalco Redeemable Shares. The proceeds of
disposition of the Amalco Redeemable Shares will be equal to the $17.19 paid
by the Company less the $1.72 deemed dividend referred to above, for final
proceeds of disposition of $15.47 per Amalco Redeemable Share in the opinion
of the Company. An FP Shareholder will realize a capital loss (gain) on the
disposition of the Amalco Redeemable Shares to the extent that the $15.47
proceeds of disposition, net of any reasonable costs of disposition, are less
than (or exceed) the adjusted cost base to the FP Shareholder of the Amalco
Redeemable Shares which have been redeemed.

    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 special meeting
of shareholders held on March 11, 2008 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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