July 27 (Reuters) - First National Financial Corp ( FNLIF )

:

* FIRST NATIONAL FINANCIAL CORPORATION AGREES TO BE ACQUIRED

BY

BIRCH HILL EQUITY PARTNERS AND BROOKFIELD, WITH EXISTING

SHAREHOLDERS STEPHEN SMITH AND MORAY TAWSE MAINTAINING MINORITY

OWNERSHIP

* FIRST NATIONAL FINANCIAL CORP ( FNLIF ) - PURCHASER TO BUY SHARES

FOR

$48.00 PER SHARE

* FIRST NATIONAL FINANCIAL CORP ( FNLIF ) - SMITH AND TAWSE TO SELL

TWO-THIRDS OF SHAREHOLDINGS

* FIRST NATIONAL FINANCIAL CORP ( FNLIF ) - SMITH AND TAWSE TO RETAIN

19%

INTEREST

* FIRST NATIONAL FINANCIAL CORP ( FNLIF ) - PURCHASE PRICE IMPLIES

$2.9

BILLION EQUITY VALUE

* FIRST NATIONAL FINANCIAL CORP ( FNLIF ) - JASON ELLIS IS EXPECTED TO

REMAIN FIRST NATIONAL'S CHIEF EXECUTIVE OFFICER

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