TSL Express Daily News

Merger will form $1.1 billion bank with ten full-service offices, all in North
Carolina.

ROCKY MOUNT, NC and JACKSONVILLE, NC / ACCESSWIRE / August 30, 2023 / PB
Financial Corporation ("PB Financial") (OTCQX:PBNC), the holding company for
Providence Bank ("Providence"), and Coastal Bank & Trust ("Coastal") jointly
announce the signing of a definitive strategic merger agreement. In the 75%
stock and 25% cash transaction, Coastal will merge into Providence, expanding
PB Financial to approximately $1.1 billion in assets, $874 million in loans,
and $893 million in deposits based on publicly reported consolidated financial
information as of June 30, 2023.

Coastal shareholders may elect to receive either $10.00 in cash or 0.2222
shares of PB Financial common stock for each share of Coastal common stock
that is exchanged in the merger, subject to a proration if either election is
oversubscribed. The aggregate combined stock and cash merger consideration
Coastal shareholders will receive in the merger is valued at approximately
$25.8 million. The merger agreement was unanimously approved by the Boards of
Directors for both companies, and the merger is expected to be completed in
the second quarter of 2024, subject to required shareholder and regulatory
approvals, and other customary closing conditions.

The combined bank will operate under the Providence name, be headquartered in
Rocky Mount, North Carolina, and include ten full-service offices serving
North Carolina communities from the capital to the coast: Holly Ridge,
Jacksonville, Morehead City, Nashville, Raleigh, Richlands, Rocky Mount (2
locations), Tarboro and Wilson, with a loan production office in New Bern. The
merger will create a strong community bank with a higher lending limit and
expanded product offerings. Both management teams anticipate the resulting
bank will create meaningful opportunities for further growth and
profitability, as well as long-term value, benefiting customers, employees,
shareholders, and the communities served.

PB Financial President and Chief Executive Officer Ted E. Whitehurst said, "We
look forward to welcoming Coastal Bank & Trust team members, customers, and
shareholders to PB Financial. This merger unites two community banks that have
a shared vision for personal service, where customers and bankers know and
appreciate each other. Businesses and individuals alike value the speed and
efficiency of having their banking decisions made locally by people who know
and love the communities they serve. Each Coastal Bank & Trust team member
will be offered a position at Providence, as we value their professional
experience as well as their market and customer knowledge."

Coastal President and Chief Executive Officer Richard G. Jefferson commented,
"I believe our team, customers, communities, and shareholders will benefit
from this strategic merger. Providence Bank's performance is built on a strong
foundation, similar to the culture and philosophy Coastal has nurtured since
opening our doors in 2009. I look forward to joining Providence and being part
of the team as we take the company forward."

Following the completion of the transaction, Ted E. Whitehurst will continue
to serve as president and chief executive officer of Providence, as well as
president and chief executive officer of PB Financial Corporation. Richard G.
Jefferson will remain in a senior-level position with the combined Bank. A
member of the Coastal Bank & Trust Board of Directors will join the PB
Financial Board of Directors, and the remaining local Coastal board members
will serve on a newly-formed Coastal Advisory Board of Providence Bank.

Janney Montgomery Scott LLC served as PB Financial's financial advisor and
Wyrick Robbins Yates & Ponton LLP served as legal counsel. The Burke Group
served as Coastal's financial advisor and Ward and Smith, P.A. served as legal
counsel.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy securities.

About PB Financial Corporation.

PB Financial Corporation is the holding company for Providence Bank, a
state-chartered community bank headquartered at 450 N. Winstead Avenue in
Rocky Mount, North Carolina, with branches in Nashville, Raleigh, Rocky Mount,
Tarboro, and Wilson. The bank opened its doors to customers in 2006 and has
since been dedicated to serving its communities by offering a full suite of
banking services to individuals and businesses. For more information and
additional financial data, please visit pbknc.com

About Coastal Bank & Trust.

Coastal Bank & Trust was founded in April of 2009 and is headquartered in
Jacksonville, North Carolina. The bank offers financial products and services
primarily focused on retail customers and small- to medium-sized businesses in
Onslow and Carteret counties, as well as surrounding areas. Coastal Bank &
Trust has offices in Holly Ridge, Jacksonville, Morehead City, and Richlands,
North Carolina, as well as a loan production office in New Bern. For more
information and additional financial data, please visit coastalbanknc.com.

Additional Information About the Merger and Where to Find It

In connection with the proposed merger, a proxy statement/offering circular
will be delivered to Coastal shareholders seeking approval of the merger and
related matters. Coastal shareholders are urged to read the proxy
statement/offering circular when it becomes available, because it will contain
important information about PB Financial, Providence, Coastal, and the
proposed transaction. When available, free copies of the proxy
statement/offering circular may be obtained by directing a request by
telephone or email to Richard G. Jefferson, president and chief executive
officer of Coastal at the contact information listed above. Information on
Providence's and Coastal's websites are not, and shall not be deemed to be, a
part of this press release.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 regarding PB Financial
Corporation, Providence Bank and Coastal Bank & Trust. Such statements may
include but are not limited to statements regarding plans, objectives,
expectations and intentions and other statements identified by words such as
"believes," "considers," "expects," "anticipates," "estimates," "intends,"
"plans," "targets," "projects," "would be," and similar expressions.

Such forward-looking statements are subject to risks, uncertainties, and other
factors, such as the businesses of Providence Bank and Coastal Bank & Trust
may not be integrated successfully or such integration may take longer to
accomplish than expected, the expected cost savings and any revenue synergies
from the merger may not be fully realized within the expected timeframes,
disruption from the merger may make it more difficult to maintain
relationships with customers, associates, or suppliers, the required
governmental approvals of the merger may not be obtained on the proposed terms
and schedule, or Coastal Bank & Trust shareholders may not approve the merger,
any of which could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements.

Although we believe that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove to be
inaccurate. Therefore, we can give no assurance that the results contemplated
in the forward-looking statements will be realized. The inclusion of this
forward-looking information should not be construed as a representation by the
companies or any person that the future events, plans, or expectations
contemplated will be achieved. All subsequent written and oral forward-looking
statements concerning PB Financial Corporation, Providence Bank, Coastal Bank
& Trust or any person acting on their behalf is expressly qualified in its
entirety by the cautionary statements above. None of PB Financial Corporation,
Providence Bank or Coastal Bank & Trust undertake any obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, to reflect circumstances or events
that occur after the date the forward-looking statements are made. Historical
and pro forma combined financial information, as presented in this press
release, is unaudited.

For more information, contact:

PB Financial Corporation, Wednesday, August 30, 2023, Press release picture

PB Financial Corporation
Ted E. Whitehurst
President and Chief Executive Officer
252.467.2990
TWhitehurst@pbknc.com

PB Financial Corporation, Wednesday, August 30, 2023, Press release picture

Coastal Bank & Trust
Richard G. Jefferson
President and Chief Executive Officer
910.577.3200
RJefferson@coastalbanknc.com