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BNC Bancorp Announces Definitive Merger Agreement With First Trust Bank

HIGH POINT, N.C., June 4, 2012 /PRNewswire/ -- BNC Bancorp (NASDAQ: BNCN), the parent company of Bank of North Carolina ("BNC" or "the Bank"), today announced that it has signed an Agreement and Plan of Merger ("Agreement") with First Trust Bank (OTC: NCFT) ("First Trust"), a commercial bank with $436 million in assets serving small businesses and professionals in the Charlotte Metro area.

(Logo: http://photos.prnewswire.com/prnh/20030917/BNCLOGO )

The deal is valued at approximately $35 million, and the Agreement provides for First Trust shareholders to receive 0.98 shares of BNC voting common stock for each share of First Trust common stock, or cash in the amount of $7.25 per share.  Total consideration in the merger will consist of 70% BNC stock and 30% cash.  As a result of the transaction, BNC will add three new branches in metro Charlotte, as well as $228 million in loans and $374 million in deposits.  Upon closing, BNC will have over $650 million in loans and $589 million in deposits in the Charlotte Metro area.

James T. Bolt Jr., President and CEO of First Trust, will join BNC's Board of Directors and serve as an Executive Vice President of the Bank upon closing of the merger.

BNC also announced today the execution of a capital raise with total purchase agreements of $72.5 million.

With the transactions announced today, BNC extends its track record as an active consolidator in the commercial banking industry – a strategy that has supported its growth from a small community bank into a pro forma $3.2 billion asset institution with a trusted brand, an experienced management team and a talented staff.  In the last two years, BNC has announced a number of strategic acquisitions across North and South Carolina, including Beach First National Bank in Myrtle Beach, SC, Blue Ridge Savings Bank in Asheville, Regent Bank in Greensville, SC, KeySource Commercial Bank in Durham and, most recently, the Cary and Chapel Hill branches of Hampton Roads Bankshares, Inc., which is expected to close in the third quarter of 2012.

"Jim and his team at First Trust share our principles and customer-focused approach, and we are pleased to welcome them, their customers and their shareholders to BNC," said Swope Montgomery, President and CEO of BNC Bancorp.  "The two transactions announced today epitomize BNC's growth strategy of building with top quality bankers both organically and through acquisition, and with this capital and the addition of First Trust, we will be able to further leverage our infrastructure to better support our growing customer and shareholder base."

James Bolt, President and CEO of First Trust, said, "We have known the senior management team at Bank of North Carolina for many years and have been impressed by the way they have grown their bank into one of the largest and most profitable institutions in the Carolinas. We believe this transaction is in the best interests of all of our key stakeholders and will enable us to provide more opportunities to our employees, better service and product offerings to our customers and community, and stronger returns for our shareholders."

Commenting on today's announcement of the execution of securities purchase agreements for a $72.5 million capital raise, Rick Callicutt, President of Bank of North Carolina, said, "This capital raise represents a significant step in our strategic plan and will provide the capital we need to continue our expansion in the key growth markets of North and South Carolina. We appreciate our investors' confidence in BNC's ability to create long-term shareholder value as we enhance our customer offerings and gain market share."

Closing of the First Trust merger, which is subject to regulatory approval, customary closing conditions and the approval of First Trust's shareholders, is expected to occur in the fourth quarter of 2012.

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