Item 9.01 – Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press release issued on October 27, 2016
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Disclosures About Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that
include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical
fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,”
“believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements
concerning opinions or judgments of the Company and its management about future events. Factors that could influence the accuracy
of such forward-looking statements include, but are not limited to, the financial success or changing strategies of the Company’s
customers, the Company’s level of success in
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integrating acquisitions, actions of government regulators,
the level of market interest rates, and general economic conditions. For additional information about the factors that could
affect the matters discussed in this paragraph, see the “Risk Factors” section of the Company’s most recent
annual report on Form 10-K. Forward-looking statements speak only as of the date they are made, and the Company undertakes no
obligation to update or revise forward-looking statements. The Company is also not responsible for changes made to the press
release by wire services, internet services or other media.
Additional Information About
the Proposed Transaction WITH CAROLINA BANK and Where to Find It
This communication includes statements made
in respect of the proposed transaction involving First Bancorp and Carolina Bank Holdings, Inc. (“Carolina Bank”). This
material is not a solicitation of any vote or approval of Carolina Bank’s shareholders and is not a substitute for the proxy
statement/prospectus or any other documents which First Bancorp and Carolina Bank may send to their respective shareholders in
connection with the proposed merger. This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities.
In connection with the proposed transaction,
First Bancorp has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary proxy statement of Carolina
Bank and a preliminary prospectus of First Bancorp, as well as other relevant documents concerning the proposed transaction. Investors
and security holders are also urged to carefully review and consider each of First Bancorp’s and Carolina Bank’s public
filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports
on Form 8-K and their Quarterly Reports on Form 10-Q. Both Carolina Bank and First Bancorp will mail the final definitive joint
proxy statement/prospectus to the shareholders of Carolina Bank. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND
SHAREHOLDERS OF CAROLINA BANK ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information about
First Bancorp and Carolina Bank at the SEC’s website at www.sec.gov. Investors and security holders may also obtain free
copies of the documents filed with the Securities and Exchange Commission by First Bancorp on its website at
http://www.localfirstbank.com
and by Carolina Bank on its website at
http://www.carolinabank.com.
First Bancorp, Carolina Bank and certain of
their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation
of proxies of Carolina Bank’s shareholders in connection with the proposed transaction. Information about the directors and
executive officers of First Bancorp and their ownership of First Bancorp common stock is set forth in the proxy statement for First
Bancorp’s 2016 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 4, 2016. Information about
the directors and executive officers of Carolina Bank and their ownership of Carolina Bank’s common stock is set forth in
the proxy statement for Carolina Bank Holdings, Inc.’s 2016 Annual Meeting of Shareholders, as filed with the SEC on a Schedule
14A on April 5, 2016. Additional information regarding the interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction
when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
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