FIRST NATIONAL RECEIVES NO-ACTION LETTER UNDER THE COMPETITION ACT FOR PLAN OF ARRANGEMENT

TORONTO, Oct. 8, 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 the Commissioner of Competition has issued a "no-action letter" in respect of First National's previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), pursuant to which 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. The receipt of the "no-action letter" satisfies the Competition Act approval condition to closing the Arrangement as set out in the arrangement agreement entered into between the Company and the Purchaser on July 27, 2025.

All conditions to closing (except those that are only capable of being satisfied on closing) have now been satisfied and the Arrangement is expected to be completed in October 2025. If the Arrangement closes when expected, holders of Shares will not be entitled to receive the October monthly dividend.

As previously announced, on closing of the Arrangement, the 2.961% Series 3 Senior Unsecured Notes due November 17, 2025, the 7.293% Series 4 Senior Unsecured Notes due September 8, 2026 and the 6.261% Series 5 Senior Unsecured Notes due November 1, 2027 (collectively, the "Company Notes") will be redeemed. Each holder of Company Notes will receive a cash amount equal to the applicable redemption price, plus accrued and unpaid interest, as of the closing date in accordance with the terms of such holder's Company Notes. Holders who hold Company Notes through a broker, investment dealer, bank, trust company or other intermediary will receive payment through their intermediary and should contact their intermediary with any questions.

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]