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First National Financial Corporation Announces Closing of Secondary Offering of 1,259,240 Common Shares, Including Partial Exercise of Over‐Allotment Option

Dec 13, 2019

Toronto, Ontario, December 13, 2019 – First National Financial Corporation (TSX: FN, TSX:FN.PR.A, TSX:FN.PR.B) (“First National” or the “Company”) is pleased to announce the closing of the previously announced secondary offering by a shareholder controlled by Stephen Smith, Co‐Founder, Chairman and Chief Executive Officer and by two shareholders controlled by Moray Tawse, Co‐Founder and Executive Vice President (each a “Selling Shareholder” and together, the “Selling Shareholders”). The transaction consists of a total of 1,259,240 common shares at a price of $42.40 per common share, for aggregate gross proceeds to the Selling Shareholders of approximately $53.4 million (the “Secondary Offering”). The Secondary Offering was completed on a bought deal basis by an underwriting syndicate co‐led by National Bank Financial Inc. and TD Securities Inc., and also including BMO Nesbitt Burns Inc., CIBC World Markets
Inc., RBC Dominion Securities Inc., and Scotia Capital Inc. (collectively, the “Underwriters”). The Secondary Offering includes 79,240 common shares of First National which were sold to the Underwriters by the Selling Shareholders upon partial exercise of the over‐allotment option that had been granted to the Underwriters by the Selling Shareholders. The Company did not receive any proceeds from the Secondary
Offering and the net proceeds were received by the Selling Shareholders.

Stephen Smith now beneficially owns or controls 22,409,355 common shares of First National, representing approximately 37.4% of the common shares outstanding, and Moray Tawse now beneficially owns or controls 20,409,355 common shares of First National, representing approximately 34.0% of the common shares outstanding.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state, province or other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

About First National Financial Corporation

First National Financial Corporation (TSX:FN, TSX:FN.PR.A, TSX:FN.PR.B) 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 $110 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 mortgage broker distribution channel. For more information, please visit www.firstnational.ca.

Caution Concerning Forward-Looking Statements

Certain statements in this press release about current and future plans, expectations and intentions, or any other future events or developments constitute forward‐looking statements. The words "will", "expects", "plans", "intends", "estimates" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward‐looking statements. Forwardlooking statements are based on assumptions made by First National in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other
factors that are believed to be appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause future events or developments to differ materially from those expressed or implied by the forward‐looking statements, including, without limitation, general economic and market conditions and adverse economic conditions.

The purpose of the forward‐looking statements is to provide the reader with a description of management's expectations and may not be appropriate for other purposes; readers should not place undue reliance on forward‐looking statements made herein. Furthermore, unless otherwise stated, the forward‐looking statements contained in this press release are made as of the date hereof, and we have no intention and undertake no obligation to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward‐looking statements contained in this press release are expressly qualified by this cautionary statement.

For further information
Robert Inglis
Chief Financial Officer
First National Financial Corporation
Tel: 416-593-1100
Email: rob.inglis@firstnational.ca

Ernie Stapleton
President
Fundamental Creative Inc.
Tel: 905.648.9354
Email: ernie@fundamental.ca