HIGH LINER FOODS COMPLETES ACQUISITION OF LEADING U.S. SEAFOOD BRANDS MRS. PAUL'S AND VAN DE KAMP'S FROM CONAGRA BRANDS

LUNENBURG, NS, June 30, 2025 /CNW/ - High Liner Foods Incorporated (TSX: HLF) ("High Liner Foods" or "the Company"), a leading North American value-added frozen seafood company, today announced the completion of its previously announced acquisition of the Mrs. Paul's and Van de Kamp's frozen breaded and battered seafood brands from Conagra Brands, Inc. ("Conagra") for the adjusted purchase price of USD $42.4 million, compared to the USD $55 million initially disclosed.

The adjusted purchase price accounts for an estimated USD $23.8 million of inventory acquired by the Company as part of the transaction on closing, compared to the normalized target of $36 million. The inventory adjustment reflects normal seasonal shifts in inventory at the time of closing and is subject to a further post-closing adjustment.

"The completion of this acquisition marks an exciting milestone for High Liner Foods," said Paul Jewer, President and Chief Executive Officer of High Liner Foods. "As we integrate these two trusted brands into our portfolio, our focus now shifts to realizing synergies, expanding our reach across the U.S. retail market, and building an even stronger platform for long-term, sustainable growth."

As previously disclosed, the transaction secures the volume currently tied to High Liner Foods' co-manufacturing agreement with Conagra, which is set to expire in 2027. With this acquisition, the Company expects annual volume from this business to total approximately 29 million pounds of seafood sold in the U.S., and will provide expanded distribution and access to a new base of national retail customers. The transaction is estimated to deliver USD $11 million annual run rate Adjusted EBITDA¹ in 2027, inclusive of current contract margin, incremental contribution margin and net cost synergies, with potential for further growth.

The purchase was funded through High Liner Foods' existing asset-based lending facility, allowing the Company to maintain its strong balance sheet and healthy leverage position.

(1)	This is a non-IFRS financial measure. For more information on non-IFRS financial measures, see "Non-IFRS Financial Measures" in our Fourth Quarter 2024 Management's Discussion and Analysis ("4Q2024 MD&A").

Non-IFRS Measures
The Company reports its financial results in accordance with International Financial Reporting Standards ("IFRS"). Included in this press release are the following non-IFRS financial measures: Adjusted EBITDA. The Company believes this non-IFRS financial measure provides useful information to both management and investors in measuring the financial performance and financial condition of the Company for the reasons outlined below. This measure does not have any standardized meaning as prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should it be construed as an alternative to other financial measures determined in accordance with IFRS.

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization adjusted for items that are not considered representative of ongoing operational activities of the business.

We use Adjusted EBITDA as a performance measure as it approximates cash generated from operations before capital expenditures and changes in working capital, and it excludes the impact of expenses and recoveries associated with certain non-routine items that are not considered representative of the ongoing operational activities, as discussed above, and share-based compensation expense related to the Company's share price. We believe investors and analysts also use Adjusted EBITDA to evaluate the performance of our business. The most directly comparable IFRS measure to Adjusted EBITDA is "Net income" on the consolidated statements of income. Adjusted EBITDA is also useful when comparing to other companies, as it eliminates the differences in earnings that are due to how a company is financed. Also, for the purpose of certain covenants on our credit facilities, "EBITDA" is based on Adjusted EBITDA, with further adjustments as defined in the Company's credit agreements. For a reconciliation of Adjusted EBITDA to net income, refer to the Company's MD&A for the fifty-two weeks ended December 28, 2024 which is available on SEDAR+ at www.sedarplus.com.

Forward Looking Statements

This press release contains forward-looking information within the meaning of applicable securities laws, including, but not limited to, statements regarding the Company's acquisition of the Mrs. Paul's and Van de Kamp's brands and associated inventories and adjustments, the anticipated benefits and synergies from such acquisition, the future financial and operational performance of the Company and the business to be acquired, including Adjusted EBITDA, financing of the acquisition, and the business strategies and operational activities of the Company and the markets and industries in which it operates. Forward-looking statements are based on information currently available to the Company and management's estimates, expectations and assumptions, which we believe are reasonable as of the current date but may prove to be incorrect. The material factors and assumptions used to develop the forward-looking information include, but are not limited to: availability, demand and prices of raw materials, energy and supplies; expectations with regards to sales volume, earnings, product margins, product innovations, brand development and anticipated financial performance; the ability to develop new and innovative products that result in increased sales and market share; the maintenance of existing customer and supplier relationships; manufacturing facility efficiency; the ability of the Company to reduce operating and supply chain costs; the condition of the Canadian and American economies; product pricing; foreign exchange rates, especially the rate of exchange of the CAD to the USD; the ability to attract and retain customers; operating costs and improvement to operating efficiencies; interest rates; continued access to capital; the competitive environment and related market conditions; the ability of the Company to execute and integrate the acquisition; and the general assumption that none of the risks identified below will materialize. Forward-looking statements are also subject to risks and uncertainties, including, but not limited to, risks relating to the inability to successfully transition and integrate the business acquired following closing, the risk that the acquisition may not be completed in a timely manner or at all, risks related to a failure to obtain financing by the Company on acceptable terms, the potential failure to realize anticipated synergies and other benefits from the proposed transaction, customer risk, geopolitical and tariff risks, and uncertainty and adverse changes in general economic conditions and consumer spending habits. Actual results or events may differ materially from those expressed or implied by such forward-looking statements. Additional information about these and other assumptions, risks and uncertainties is included in the Company's securities regulatory filings, including under the headings "Risk Factors" and "Forward-Looking Information" in the Company's annual Management's Discussion & Analysis, which can be found under the Company's profile on SEDAR+ at www.sedarplus.ca. Undue reliance should not be placed on this forward-looking information, which applies only as of the date hereof, and the Company does not undertake to update or revise any forward-looking information, whether as a result of any new information, future events or otherwise, except as may be required by applicable law.

About High Liner Foods Incorporated

High Liner Foods Incorporated is a leading North American processor and marketer of value-added frozen seafood. High Liner Foods' retail branded products are sold throughout the United States and Canada under the High Liner, Fisher Boy, Mirabel, Sea Cuisine, and Catch of the Day labels, and are available in most grocery and club stores. The Company also sells branded products to restaurants and institutions under the High Liner, Mirabel, Icelandic Seafood and FPI labels and is a major supplier of private label value-added seafood products to North American food retailers and foodservice distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the Toronto Stock Exchange.

For further information about the Company, please visit our website at www.highlinerfoods.com or send an e-mail to [email protected].

SOURCE High Liner Foods Incorporated

For more information, please contact: Darryl Bergman, Chief Financial Officer, High Liner Foods Incorporated, Tel: [phone], [email protected]; Kimberly Stephens, CPA, CA, Vice President, Finance and Investor Relations, High Liner Foods Incorporated, Tel: [phone], [email protected]