Orders in Council Database

Under the authority of section 7 of the Fishery Products International Limited Act and section 11 of the Executive Council Act, the Lieutenant Governor in Council hereby approves:

1) THE SALE BY Fishery Products International Limited and FPI Limited (hereinafter referred to as “Fishery Products International Limited”) to Ocean Choice International L.P. of Fishery Products International Limited’s harvesting and primary processing business, including substantially all of Fishery Products International Limited’s physical and resource assets in Atlantic Canada (other than the Burin, NL secondary processing facilities) and the international (outside North America) seafood procurement and marketing business assets of Fishery Products International Limited and such other assets, undertakings and business which constitute “Purchased Assets” in the Ocean Choice International L.P. Purchase Agreement to Ocean Choice International L.P. substantially as set forth in the Ocean Choice International L.P. Purchase Agreement and the ancillary agreements thereto delivered on Closing and that the Fishery Products International Limited Act has no application to Ocean Choice International L.P. or Purchased Assets or the business being so aquired by Ocean Choice International L.P.; and

2) THE SALE BY Fishery Products International Limited and FPI Limited (hereinafter referred to as “Fishery Products International Limited”) to High Liner Foods Incorporated of Fishery Products International Limited’s North American marketing and manufacturing business including 100% of the shares of Fishery Products International Inc., its United States subsidiary, Fishery Products International Limited’s secondary processing plant and facilities in Burin, NL and all other assets, undertakings and business which constitute “Purchased Assets” in the High Liner Foods Incorporated Purchase Agreement substantially as set forth in the High Liner Foods Incorporated Purchase Agreement and the Ancillary Agreements thereto delivered on Closing, and that the Fishery Products International Limited Act has no application to High Liner Foods Incorporated or the assets and business being so acquired by High Liner Foods Incorporated;

SUBJECT TOthe Minister of Fisheries and Aquaculture entering into the following Agreements, as appropriate, copies of which are to be filed with the Clerk of the Executive Council:

i) Implementation Agreement between Her Majesty the Queen in Right of Newfoundland and Labrador and Ocean Choice International L.P.;

ii) Unanimous Shareholders’ Agreement Quota Holdco NL Inc.;

iii) Lease Agreement between Quota Holdco NL Inc. and Ocean Choice International L.P.; 

iv) Observer Agreement between Quota Holdco NL Inc. and Her Majesty the Queen in Right of Newfoundland and Labrador;

v) Implementation Agreement between Her Majesty in Right of Newfoundland and Labrador and High Liner Foods Incorporated, with the Voting and Standstill Agreement and Shareholder Rights Plan Agreement between High Liner Foods Incorporated and CIBC Mellon Trust Company as Attachments which are not signed by the Province;

vi) Agreement with Landsbanki Islands hf. and Ocean Choice International L.P.

vii) Retired Benefits Program for Designated Executives of Fishery Products International Limited (“SERP”) Escrow Agreement among Fishery Products International Limited and Her Majesty in Right of Newfoundland and Labrador and McInnes Cooper;

viii) Health Benefits Escrow Agreement among Fishery Products International Limited and Her Majesty in Right of Newfoundland and Labrador and Tom Fraize, Barrister and Solicitor;

ix) Pension Commitments Agreement among Fishery Products International Limited and Her Majesty in Right of Newfoundland and Labrador.