Cardinal Financial Corporation Files Registration Statement for Offerings.

Business Editors

FAIRFAX, Va.--(BUSINESS WIRE)--Feb. 19, 2002

Cardinal Financial Corporation (NASDAQ:CFNL - Common, NASDAQ:CFNLP - Preferred) (the "Company" or "Cardinal"), a bank holding company located in Fairfax, Virginia, announced today that it has filed a Form SB-2 Registration Statement with the U.S. Securities and Exchange Commission for the offering of 5,000,000 shares of its common stock through a rights offering and a public offering.

Under the rights offering, the Company proposes to offer 2,500,000 common shares to its shareholders of record as of February 1, 2002 at a price per share of $3.25, on the basis of one share for every 1.7 common shares owned on that date. Any of the 2,500,000 common shares offered in the rights offering that are not subscribed for plus an additional 2,500,000 common shares will be offered to the public.

Cardinal has reserved the right to increase the total number of common shares to be offered in the public offering by not more than 750,000 shares. The offering price of shares to be sold in the public offering will not be determined until the completion of the rights offering.

When the registration becomes effective, a prospectus for the rights offering will be mailed to shareholders of record as of February 1, 2002, and a prospectus for the public offering will be available by contacting McKinnon & Company, Inc., 555 Main Street, Norfolk, VA 23510. McKinnon & Company, Inc. will act as underwriter for Cardinal on a best efforts basis.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. No rights have been, or shall be, granted to the existing shareholders with respect to the rights offering, and no sale or offer to buy common shares may be accepted, prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy the securities described above, nor shall there be any sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

There can be no assurance that the offerings described above will be completed. If the offerings proceed, an additional press release will be issued at the time the registration statement is declared effective by the Securities and Exchange Commission.

This press release contains forward-looking statements, which can be identified by the use of forward-looking terminology such as `may', `will', `expect', `anticipate', `estimate', or `continue', or the negative thereof or other comparable terminology.

Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, problems with technology utilized by the Company, changing trends in customer profiles and changes in laws and regulations applicable to the Company.

Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievement of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.