Mr. Stephen King reports

NFI ANNOUNCES COMPLETION OF C$125 MILLION OFFERING OF SUBSCRIPTION RECEIPTS

NFI Group Inc. has successfully closed the issue and sale of 15,102,950 subscription receipts at a price of $8.25 (Canadian) per subscription receipt, for gross proceeds of approximately $125-million (Canadian) (approximately $92-million (U.S.)).

The subscription receipts were offered to the public through a syndicate of underwriters co-led by BMO Capital Markets, CIBC Capital Markets, National Bank Financial and Bank of Nova Scotia, and included ATB Capital Markets Inc. and Merrill Lynch Canada Inc. The offering included 1,969,950 subscription receipts issued pursuant to the exercise, in full, of an overallotment option granted to the underwriters by the company.

The company intends to use the net proceeds of the offering (together with the net proceeds of the private placement (as defined below)) to repay outstanding indebtedness under NFI's existing credit facilities, and for working capital and general corporate purposes, once the proceeds from the offering are released from escrow.

"The closing of this offering, with an upsizing and full execution of the overallotment, is a testament of our shareholders' support for our recovery and growth plan," said Pipasu Soni, chief financial officer, NFI. "With this step in our comprehensive refinancing plan complete, we remain focused on finalizing the remaining components, including our private placement with Coliseum, which on a combined basis will allow us to lower leverage, improve liquidity and strengthen our balance sheet as we look to benefit from record demand for our products and services."

The subscription receipts were issued pursuant to a subscription receipt agreement dated June 6, 2023, among the company, BMO Capital Markets and Computershare Trust Company of Canada, as subscription receipt agent. Each subscription receipt represents the right of the holder to receive, without payment of additional consideration or any further action on the part of the holder, one common share of NFI upon satisfaction of certain escrow release conditions, including that the other elements of the company's previously announced comprehensive refinancing plan close concurrently. Completion of the refinancing plan is expected to occur by the end of June, 2023.

The subscription receipts will commence trading today on the Toronto Stock Exchange under the symbol NFI.R.

As part of the refinancing plan, the company entered into an investment agreement on May 11, 2023, as amended, with Coliseum Capital Management LLC (CCM), Coliseum Capital Partners LP (CCP) and Blackwell Partners LLC -- Series A (Blackwell), a fund and an account managed by CCM, respectively (CCP and Blackwell being, collectively, the investors), pursuant to which the investors agreed to purchase from the company an aggregate of 24,363,702 shares at a subscription price of $6.1567 (U.S.) (approximately $8.25 (Canadian)) per share, for aggregate gross proceeds to NFI of approximately $150-million (U.S.) (approximately $201-million (Canadian)). In accordance with the terms of the investment agreement, as a result of the offering (which constitutes an alternative offering (as defined in the investment agreement)), the investors' subscription in the private placement will be reduced to an aggregate of 21,656,624 shares, for aggregate gross proceeds to NFI of approximately $133-million (U.S.). Following completion of the offering and the private placement, CCM and the investors will beneficially own, control or direct, directly or indirectly, approximately 27.4 per cent of NFI's issued and outstanding shares, on a postclosing basis.

BMO Capital Markets acts as financial adviser and private placement agent in connection with the private placement.

About NFI Group Inc.

Leveraging 450 years of combined experience, NFI is leading the electrification of mass mobility around the world. With zero-emission buses and coaches, infrastructure, and technology, NFI meets the urban demands of today for scalable smart mobility solutions. NFI is enabling more livable cities through connected, clean and sustainable transportation.

With 7,700 team members in 10 countries, NFI is a leading global bus manufacturer of mass mobility solutions under the brands New Flyer (heavy-duty transit buses), MCI (motorcoaches), Alexander Dennis Ltd. (single- and double-deck buses), Plaxton (motorcoaches), ARBOC (low-floor cutaway and medium-duty buses) and NFI Parts. NFI currently offers the widest range of sustainable drive systems available, including zero-emission electric (trolley, battery and fuel cell), natural gas, electric hybrid and clean diesel. In total, NFI supports its installed base of over 100,000 buses and coaches around the world. NFI's shares trade on the TSX under the symbol NFI and its convertible debentures trade on the TSX under the symbol NFI.DB.

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