Deal Substantially Strengthens AmericasBank BALTIMORE, April 7 /PRNewswire-FirstCall/ -- Capital Funding Bancorp, Inc. and AmericasBank Corp. (OTC Pink Sheets: AMAB), the parent company of AmericasBank, a Maryland-chartered commercial bank with three branches, announced today that they have entered into a definitive merger agreement. Under the terms of the agreement, AmericasBank Corp. will be acquired by Capital Funding Bancorp, Inc. in a cash transaction to AmericasBank Corp. shareholders. AmericasBank Corp. will become a wholly-owned subsidiary of Capital Funding Bancorp, Inc. Financial terms of the agreement were not disclosed. (Photo: http://www.newscom.com/cgi-bin/prnh/20090407/PH95291-a ) (Photo: http://www.newscom.com/cgi-bin/prnh/20090407/PH95291-b ) Capital Funding Bancorp, Inc. was formed in early 2009 by Jack Dwyer, a leading Baltimore businessman. Mr. Dwyer is the owner of Capital Funding Group, Inc. which specializes in mortgage loans and working capital financing for the health care industry and has provided more than $1 billion in HUD-insured health care financing nationwide since its founding in 1993. As a result of the transaction, Capital Funding Bancorp, Inc. will assume certain finance and lending functions of Capital Funding Group, Inc. Per the agreement, Capital Funding Bancorp, Inc. will assume ownership of AmericasBank assets, including the bank branches. Capital Funding Bancorp, Inc. will become the parent corporation of AmericasBank which will continue to operate as a community bank offering small business loans, sound savings, innovative cash management and private banking solutions. AmericasBank has three area branches doing business as Towson Community Bank, Annapolis Community Bank, and AmericasBank in the Highlandtown community of the City of Baltimore. The transaction is anticipated to be transparent to AmericasBank account holders with no major changes anticipated at this time to either the bank's branches or its local service offerings. After the close of the transaction, Capital Funding Bancorp, Inc. intends to inject more than $35 million in capital to the bank in the form of cash, a $1 billion loan servicing portfolio and other assets without any taxpayer subsidy. Capital Funding Bancorp, Inc. intends to retain the vast majority of the banks' approximately 30 full-time employees The agreement has been approved by each company's board of directors and is subject to AmericasBank shareholder and regulatory approval. The deal is expected to close in the second quarter of 2009. "We are excited to grow AmericasBank into a leading community lender, and a thriving commercial bank with national expertise in health care," commented Jack Dwyer, chairman and owner of Capital Funding Bancorp, Inc. "We also see AmericasBank as an excellent platform for continuing to grow the success of Capital Funding Group's health care related mortgage loans and working capital financing programs." "This agreement provides us with the necessary capital and financial strength to operate in today's challenging banking environment, and positions us nicely, as a well-capitalized bank, for a strong future of growth and success," commented Lee W. Warner, Chairman of AmericasBank. "I'm confident that this agreement delivers the best outcome for our stockholders, customers, employees and the community," At the close of the transaction, A. Patrick Linton will serve as president and CEO of AmericasBank. Mr. Linton, a seasoned bank executive, currently serves as senior vice president of Capital Funding Bancorp, Inc. He served as president, CEO and director of FCNB Bank and Corp in Frederick, Maryland. After that entity merged with BB&T, Mr. Linton served as BB&T's Potomac Region president and executive vice president of government affairs and public policy. At the close of the transaction A. Gary Rever, the current acting CEO of AmericasBank, will serve as CFO of the bank and Ellen Fish, current president of AmericasBank will serve as executive vice president of community banking. Kennedy & Baris, LP and Whiteford Taylor & Preston LLP acted as legal advisor to Capital Funding Bancorp, Inc. during the transaction. David H. Lavine, CPA LLC served as financial advisor to Capital Funding Bancorp, Inc. during the transaction. Howe Barnes Hoefer & Arnett, Inc. rendered a fairness opinion to AmericasBank Corp. in connection with the deal and Ober|Kaler acted as legal advisor to AmericasBank during the transaction. About Capital Funding Bancorp, Inc. and Capital Funding Group, Inc. http://www.capfundinc.com/ Capital Funding Bancorp, Inc. was formed in early 2009 by Jack Dwyer. Capital Funding Bancorp will assume certain of the financial and lending operations of Capital Funding Group, Inc., a full-service provider of comprehensive financing solutions for health care facilities nationwide, focusing exclusively on the long-term care, assisted living and hospital sectors. Capital Funding Group, Inc. was founded in 1993 and has provided more than $1 billion in HUD-insured health care financing nationwide. Capital Funding Bancorp, Inc. and Capital Funding Group, Inc. are headquartered in Baltimore, MD. About AmericasBank Corp. http://www.americasbank.com/ AmericasBank Corp. is the parent company of AmericasBank, a Maryland-chartered commercial bank headquartered in Towson, Maryland. AmericasBank is dedicated to the growth and prosperity of the communities it serves, with a special focus on serving the needs of the business community. Forward-looking Statements: The statements in this press release that are not historical facts are forward-looking statements as defined by Federal securities laws. Forward-looking statements include statements regarding consummation of the merger, AmericasBank's post-merger capital levels and strength, and Capital Funding Bancorp's expansion and management of AmericasBank after the merger. These statements are based on Capital Funding Bancorp Inc.'s and AmericasBank's current expectations and involve risks and uncertainties that may cause results to differ materially than those set forth in these statements. These risks and uncertainties include, among others: further deterioration of economic conditions in AmericasBank's market area and nationally; dependence on key personnel; competitive factors within our market area; adequacy of AmericasBank's allowance for loan losses; and changes in regulatory requirements and/or restrictive banking legislation. http://www.newscom.com/cgi-bin/prnh/20090407/PH95291-a http://www.newscom.com/cgi-bin/prnh/20090407/PH95291-b http://photoarchive.ap.org/ DATASOURCE: Capital Funding Bancorp, Inc. CONTACT: Susan Goodell for Capital Funding Bancorp, Inc., +1-410-367-2700, ext. 15, Web Site: http://www.capfundinc.com/

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