Republic Bank and Norcross Braca Group Announce Signing of Letter of Intent

Norcross Braca Group Will Invest at Least $35 Million as Part of a $75 Million Capital Raise and Will Gain Membership on Reconstituted Board

PHILADELPHIA, Sept. 27, 2023 (GLOBE NEWSWIRE) -- Republic First Bancorp, Inc. (OTCEM: FRBK) (“Republic” or the “Company”), the parent company of Republic First Bank d/b/a Republic Bank, and George E. Norcross, III, Gregory B. Braca, Philip A. Norcross and affiliates (collectively, the “Norcross Braca Group”), today announced the signing of a non-binding Letter of Intent (the “LOI”) that includes a significant investment by the Norcross Braca Group as part of a capital raise totaling at least $75 million (the “Capital Raise”) and provides for the reconstitution of the Company’s Board of Directors and the departure of a majority of legacy directors, among other provisions.

Under the LOI, the Norcross Braca Group will make a new investment of at least $35 million in the Company. As a condition to the investment, the Company will raise at least $40 million of additional capital from third-party investors (the “Additional Investors”). The Company anticipates that the proceeds of the Capital Raise will be used to strengthen Republic’s financial position and improve its operations, all with the goal of enhancing shareholder value.

Upon the consummation of the Capital Raise, the Company’s Board would consist of nine members, including two directors designated by the Norcross Braca Group, two candidates put forth by the Additional Investors, two new independent directors, the Company’s Chief Executive Officer and two legacy independent directors. In the interim, with the execution of a definitive agreement for the Capital Raise, the Norcross Braca Group will have the right to appoint two non-voting observers to the Board.

Pursuant to the LOI, upon the execution of a definitive agreement for the Capital Raise, the Norcross Braca Group will dismiss all litigation against Republic and cease its proxy solicitation efforts. Upon the consummation of the Capital Raise, Republic will pay certain fees and expenses of the Norcross Braca Group and assume certain investment banking and legal expenses.

Thomas X. Geisel, President and Chief Executive Officer of Republic, commented:

“In addition to strengthening our balance sheet, we anticipate that this additional capital will provide greater flexibility to invest in the business and deliver extraordinary service to our loyal customer base and depositors. With this announcement, we plan to work with the Norcross Braca Group to put Republic on the best footing possible to enhance value for all shareholders. We would like to thank the Norcross Braca Group for their constructive engagement in getting to this point and appreciate the value they see in Republic.”