FIRST NATIONAL FINANCIAL CORPORATION ANNOUNCES COMPLETION OF CORPORATE CONVERSION

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

TORONTO, Jan. 4, 2011 /CNW/ - First National Financial Corporation (TSX: FN) ("First National" or the "Company") is pleased to announce the closing of the previously announced plan of arrangement resulting in the successful conversion of First National Financial Income Fund (The "Fund") from an income trust to a corporate entity, effective January 1, 2011. 

The conversion was first announced on March 25, 2010 and approved by the Fund's unitholders voting in person or by proxy at the related special unitholders' meeting that was held on May 4, 2010, concurrently with the Fund's Annual General Meeting. The conversion is expected to provide a more attractive environment for First National's securities while broadening its potential investor base.

As previously announced, all of the issued and outstanding Units (TSX: FN.UN) and Series 1 Senior Secured Debentures of the Fund were automatically exchanged on a 1:1 basis without any further action by the holder for common shares (TSX: FN) and Series 1 Senior Secured Debentures of First National Financial Corporation, respectively.  In addition, as contemplated under the plan of arrangement, management converted its 78.85% direct interest in the operating business, First National Financial LP, into a proportionate ownership in First National Financial Corporation. Accordingly, commencing January 2011, there are 59,967,429 common shares of First National Financial Corporation issued and outstanding.    

For further details on the plan of arrangement, please consult First National Financial Income Fund's Management Information Circular, dated March 31, 2010, and related material change report dated April 1, 2010.  First National Financial Corporation anticipates paying its first monthly dividend on its common shares, in the amount of $0.104167 per common share, in respect of January 2011 on or about February 15, 2011.

About First National Financial Corporation

First National Financial Corporation (TSX: FN) is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single family and multi-unit) and commercial mortgages. With over $52 billion in mortgages under administration, First National is Canada's largest non-bank originator and underwriter of mortgages and is among the top three in market share in the growing mortgage broker distribution channel. For more information, please visit www.firstnational.ca.

Forward-Looking Statements

Certain information included in this news release may constitute forward-looking information within the meaning of securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will, "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. This forward-looking information should not be read as providing guarantees of future performance or results, and will not necessarily be an accurate indication of whether or not, or the times by which, those results will be achieved. This forward-looking information is as of the date of this release, and is subject to change after such date. However, management and the Company disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

SOURCE First National Financial Corporation

For further information:

Rob Inglis
Chief Financial Officer
First National Financial LP
Tel:  416-593-1100
Email: rob.inglis@firstnational.ca
    Steve Wallace
    Vice President
    BarnesMcInerney Inc.
    Tel:  416-367-5000
    Email: swallace@barnesmcinerney.com


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