Village Bank and Trust Financial Corp. (VBFC)

[Enterprising Investor]

Village Bank and Trust Financial Corp. Successfully Completes Rughts and Standby Offering (3/27/15)

Midlothian, Virginia, March 27, 2015. Village Bank and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”), today announced the successful completion of its previously announced rights offering to shareholders (the “Rights Offering”) and concurrent standby offering to Kenneth R. Lehman (the “Standby Offering”), in which the Company issued an aggregate of 1,051,866 shares of common stock (the total number of shares offered) at $13.87 per share for aggregate gross proceeds of $14,589,381 (including the value of the Company’s Series A preferred stock exchanged by Mr. Lehman for shares of common stock of $4,618,813). In connection with the Rights Offering, 283,293 shares were issued to shareholders upon exercise of their basic subscription rights and 191,773 shares were issued to shareholders upon exercise of their oversubscription privileges (approximately 36.9% of the total number of shares requested pursuant to oversubscription privileges). In connection with the Standby Offering, Mr. Lehman purchased an aggregate of 576,800 shares of the Company’s common stock, 333,007 of which were issued in exchange for 9,023 shares of the Company’s Series A preferred stock and 243,793 of which were purchased for cash.

Shares purchased in the Rights Offering will be issued in book entry form. Direct registration system statements for shares purchased in the Rights Offering are expected to be mailed to purchasers on or about April 1, 2015, along with any excess subscription payments. Shareholders who purchased shares in the Rights Offering through their brokerage accounts will receive their purchased shares and any excess subscription payments within their respective accounts as soon as practicable.

President and Chief Executive Officer, William G. Foster, Jr., said, “We are very pleased with the outcome of this rights offering. The participation of our long-time shareholders, customers, employees, executives and directors in the offering was remarkable. We achieved each of our objectives for the offering, including raising $5.0 million to be contributed to the Bank to increase its capital levels, raising in excess of $3.5 million for the holding company for its general needs, and retiring a substantial portion of our Series A Preferred Stock which will reduce future preferred dividend obligations by more than 60%. We are happy to have Ken Lehman invested in the Company. He is a very talented businessman who has an in-depth understanding of our industry, and we are stronger for his involvement. Finally, I want to salute the excellent counsel and execution of our investment bankers at Compass Point Research & Trading and Boenning & Scattergood, our counsel at LeClairRyan and our tax advisors at BDO. I know that is unusual, but it would feel wrong not to acknowledge their work over the last 18 months as we put the pieces in place to get to this point. Now it’s all about executing our strategy to grow our earnings, book value and share price.”

Compass Point Research & Trading, LLC and Boenning & Scattergood, Inc. acted as sales agents for the Company in connection with the Rights Offering. LeClairRyan, A Professional Corporation, acted as legal counsel to the Company in connection with both the Rights Offering and the Standby Offering. Silver, Freedman, Taff & Tiernan LLP acted as legal counsel to Compass Point Research & Trading and Boenning & Scattergood in connection with the Rights Offering.

http://www.sec.gov/Archives/edgar/data/1290476/000114420415018846/v405736_ex99-1.htm