Financial transaction

FIRST BANCORP ACCELERATES ITS EXPANSION IN SOUTH CAROLINA WITH THE ACQUISITION OF GRANDSOUTH BANCORPORATION

The merger agreement, unanimously approved by each company’s board of directors, is expected to close late in the fourth quarter of 2022 or early in the first quarter of 2023, subject to customary conditions, including the approval of GrandSouth shareholders and regulatory approval. At closing, shareholders of GrandSouth will receive 0.910 common shares of First Bancorp for each common and preferred share of GrandSouth.

GrandSouth Bank currently operates eight branches in Caroline from the south in key cities that align with First Bank’s desired growth areas, including Greenville, Fountain Inn, anderson, More, Colombia, Orangeburgand Charleston. With a focus on small business banking, the acquisition complements First Bank’s strengths in this area.

“GrandSouth is in great communities with talented bankers,” said Mike Mayer, President and CEO of First Bank. “Our cultures are very similar and we are excited to bring our teams together.”

Once the acquisition is complete, the combined company should have over $12 billion in assets, $7 billion in loans, and $10 billion in the deposits. This transaction represents an opportunity to accelerate the development of First Bank Caroline from the south expansion.

“We are excited about this partnership and the unique opportunity it presents,” said JB Schwiers, President and Director of GrandSouth. “We have long admired First Bancorp, and our combined company will be positioned to capitalize on an enhanced presence in exceptional markets, talent and financial strength.”

Keefe, Bruyette & Woods, Inc. acted as financial advisor to First Bancorp and Brooks, Pierce, McLendon, Humphrey & Leonard, LLP provided legal advice. Piper Sandler & Co. served as financial advisor to GrandSouth and Nelson Mullins Riley & Scarborough LLP acted as legal counsel.

INVESTOR PRESENTATION

Further information on the terms of this transaction will be included in an investor presentation to be filed by First Bancorp and GrandSouth with the Securities and Exchange Commission (the “SEC”).

FIRST BANK

First Bancorp is a bank holding company headquartered in Southern Pines, North Carolinawith total assets of approximately $10.5 billion at March 31, 2022. Its principal business is the ownership and operation of First Bank, a state-chartered community bank which operates 110 branches in North Carolina and Caroline from the south. Since 1935, First Bank has taken a bespoke approach to banking, combining the best financial solutions, helpful local expertise and technology to run a home or business. First Bancorp common stock trades on the NASDAQ Global Select Market under the symbol “FBNC”. Visit our website at www.LocalFirstBank.com. FDIC Member, Equal Housing Lender.

GRANDSUD BANKING CORPORATION

GrandSouth is a bank holding company with assets of $1.3 billion at March 31, 2022. GrandSouth Bank offers a range of financial services to individuals and small and medium enterprises. GrandSouth Bank has eight branches in Caroline from the southsituated in Greenville, Fountain Inn, anderson, More, Colombia, Orangeburg and Charleston.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including certain plans, expectations, objectives and projections, and statements about the benefits of the proposed merger between First Bancorp and GrandSouth, which are subject to numerous assumptions, risks and uncertainties. Actual results could differ materially from those anticipated by such statements for a variety of factors, including, without limitation: the businesses of First Bancorp and GrandSouth may not be successfully integrated or such integration may take longer provided that ; the cost savings and revenue synergies expected from the merger may not be fully realized within the expected timeframe; disruption of the merger may make it more difficult to maintain relationships with customers, associates or suppliers; the governmental approvals required for the merger may not be obtained on the proposed terms and schedule; GrandSouth shareholders may not approve the merger.

ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT

This communication relates to the proposed transaction involving First Bancorp and GrandSouth. This document does not constitute a solicitation for a vote or approval of shareholders of GrandSouth and does not replace the proxy statement/prospectus or any other documents that First Bancorp and GrandSouth may send to 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 intends to file with the SEC a registration statement on Form S-4 which will include a proxy statement of GrandSouth and a prospectus of First Bancorp, as well as other relevant documents regarding the proposed transaction. Investors and security holders are also urged to carefully review and review each of First Bancorp’s and GrandSouth’s public filings with the SEC, including, but not limited to, their annual reports on Form 10-K, their proxy statements, current reports on Form 8-K, and quarterly reports on Form 10-Q. GrandSouth will mail the proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS OF GRANDSOUTH ARE ADVISED TO CAREFULLY READ THE FULL REGISTRATION STATEMENT AND PROXY CIRCULAR/PROSPECTUS CONCERNING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND ANY AMENDMENTS OR ADDITIONS TO SUCH 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 (if any) and other documents containing information about First Bancorp and GrandSouth at the SEC’s website at www.sec.gov. Investors and security holders may also obtain free copies of documents filed with the SEC by First Bancorp on its website at http://www.localfirstbank.com and by GrandSouth on its website at http://www.grandsouth.com

GrandSouth and certain of its directors and officers, under SEC rules, may be considered participants in the solicitation of proxies from GrandSouth stockholders in connection with the proposed transaction. Information about the directors and officers of GrandSouth Bancorporation and their ownership of GrandSouth common stock is set forth in the Proxy Circular for GrandSouth’s 2022 Annual Meeting of Stockholders, as filed with the SEC on an attachment 14A on April 11, 2022. Additional information regarding the interests of such participants and other persons who may be considered participants in the transaction may be obtained by reading the proxy statement/prospectus relating to the proposed transaction when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

SOURCE First Bancorp; GrandSouth Bancorporation