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Clearwater Confirms Cooke Proposal

CANADA - Clearwater Seafoods confirmed that its Board of Trustees received a non-binding proposal from Cooke Aquaculture to acquire all of the trust units not already owned by Cooke Aquaculture.

Cooke currently owns 5,591,675 Fund Units, representing 20.2 per cent of the outstanding Fund Units and 10.9 per cent of the total outstanding voting rights in the Fund.

The proposal contemplates the payment of cash consideration in the amount of $3.50 for each Fund Unit.

The proposal also suggests that Cooke would intend to acquire and, at its option convert, all of the Fund's outstanding convertible debentures, although no terms have been specified for the acquisition of the convertible debentures.

The Trustees of the Fund are reviewing the proposal carefully in the best interests of the Fund and all of its stakeholders, including minority shareholders.

There can be no assurance that any transaction will result from the proposal.

Cooke understands that Clearwater Fine Foods Incorporated has stated its opposition to the proposal and would remain as a minority investor in Clearwater post closing.

This proposal has no impact on the previously announced plan of arrangement to convert the Fund to a publicly-traded corporation. Unitholder approval of that transaction will be sought at the annual and special meeting of unitholders due to be held on 25 August, 2011.

the Fish Site Editor

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