FIRST NATIONAL OBTAINS FINAL COURT APPROVAL FOR PLAN OF ARRANGEMENT

TORONTO, Oct. 3, 2025 /CNW/ - First National Financial Corporation (the "Company" or "First National") (TSX: FN) (TSX: FN.PR.A) (TSX: FN.PR.B) is pleased to announce that today it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"). Under the Arrangement, a newly-formed acquisition vehicle (the "Purchaser") controlled by private equity funds managed by Birch Hill Equity Partners Management Inc. and private equity funds managed by Brookfield Asset Management will acquire all of the outstanding common shares (the "Shares") of First National, other than certain Shares owned by the Company's founders, Stephen Smith and Moray Tawse (together with their associates and affiliates), for $48.00 per Share in cash.

Receipt of the final order follows First National's special meeting of holders of Shares (the "Shareholders") held on September 30, 2025, where a special resolution approving the Arrangement was overwhelmingly approved by Shareholders.

Remaining Conditions to Completion of the Arrangement

Completion of the Arrangement remains subject to clearance under the Competition Act (Canada) and the satisfaction or waiver of other customary closing conditions that are set out in the arrangement agreement entered into between First National and the Purchaser on July 27, 2025. Subject to obtaining clearance under the Competition Act (Canada), the Arrangement is anticipated to close in October 2025.

About First National

First National Financial Corporation 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 almost $160 billion in mortgages under administration, First National is one of Canada's largest non-bank mortgage originators and underwriters. For more information, please visit www.firstnational.ca.

Forward-Looking Information

This news release contains statements that are "forward-looking information" within the meaning of applicable 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. Forward-looking statements include, among other things, statements with respect to the Arrangement and the timing of closing of the Arrangement. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Arrangement; and risks related to the diversion of management's attention from the Company's ongoing business operations. See also the risks and uncertainties identified under the headings "Forward-Looking Information" and "Risk Factors" in the Management Information Circular of the Company dated August 27, 2025 and under the headings "Risks and Uncertainties Affecting the Business" and "Forward-Looking Information" in the Company's latest management's discussion and analysis and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. Management and First National 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 securities laws. 

SOURCE First National Financial Corporation

For further information: Robert Inglis, Chief Financial Officer, First National Financial Corporation, Tel: [phone], Email: [email protected]