Clearwater reviews alternatives to improve its capital structure

/NOT FOR DISTRIBUTION TO UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES/

HALIFAX, May 2, 2012 /CNW/ - (TSX: CLR CLR.DB.B CLR.DB.A):

• GE Capital Markets and BMO Capital Markets engaged to assist in a review of financing alternatives
• Third party valuation of fishing licences and quotas emphasizes significant underlying value of assets

Today, Clearwater Seafoods Incorporated ("Clearwater") reported that in light of its continued strong performance, it has engaged GE Capital Markets and BMO Capital Markets to assist with the review of refinancing alternatives for its current debt facilities. The Company is contemplating a $65 million asset based revolving credit facility and the issuance of $210 million in term loans.

The purpose of such a refinancing is threefold - 1) to provide an improved capital structure to support the execution of management's five-year growth plan for the business 2) to reduce the Company's cost of capital and 3) to continue to build shareholder value.

The completion of the proposed financing is subject to securing commitments from potential lenders and the negotiation of satisfactory terms.  Accordingly, Clearwater cannot provide any assurances at this time that commitments will be secured, and even if such commitments are secured, that the proposed refinancing will be concluded.

As part of this refinancing review, an independent appraisal of Clearwater's quotas was completed by TriNav Fisheries Consultants Inc., which placed a value on the licenses and quotas of $453 million. As at December 31, 2011, the book value of Clearwater's quotas and fishing rights was $112 million. The net book value of Clearwater's net working capital, vessels, plant and equipment when combined with the appraised value of its licenses is approximately 2.5x the value of Clearwater's total debt, providing significant excess security for Clearwater's prospective term loan lenders.

COMMENTARY REGARDING FORWARD-LOOKING STATEMENTS

This news release may contain forward-looking statements, including, without limitation, with respect to the proposed refinancing.  Such statements involve known and unknown risks, uncertainties, and other factors outside management's control including, but not limited to, the possibility that the proposed financing will not be obtained, the terms of the proposed financing may not be obtained on favourable terms, total allowable catch levels, selling prices, weather, exchange rates, fuel and other input costs that could cause actual results to differ materially from those expressed in the forward-looking statements.  Clearwater does not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances other than as required under applicable securities laws.

About Clearwater

Clearwater is one of North America's largest vertically integrated seafood companies and the largest holder of shellfish licenses and quotas in Canada. It is recognized globally for its superior quality, food safety, diversity of species and reliable worldwide delivery of premium wild, eco-certified seafood, including scallops, lobster, clams, coldwater shrimp, crab and groundfish.

Since its founding in 1976, Clearwater has invested in science, people and technological innovation as well as resource ownership and management to sustain and grow its seafood resource. This commitment has allowed it to remain a leader in the global seafood market and in sustainable seafood excellence.

Robert Wight, Chief Financial Officer, Clearwater, [phone]; Tyrone Cotie, Treasurer, Clearwater, [phone]