Landmark Bancorp, Inc. to Acquire Freedom Bancshares, Inc.


(Manhattan, KS and Overland Park, KS) Landmark Bancorp, Inc. (Nasdaq: LARK) (“Landmark”), the holding company of Landmark National Bank, and Freedom Bancshares, Inc. (“Freedom”), the holding company of Freedom Bank, jointly announced this week the signing of a definitive agreement under which Landmark will acquire Freedom and Freedom Bank for cash consideration valued at $33.350 million, subject to a potential adjustment described in more detail in the OK.

The agreement has been unanimously approved by the boards of directors of both companies and is expected to close during the fourth quarter of 2022, subject to customary closing approvals and conditions. Upon closing of the acquisition, Freedom Bank will be merged with and into Landmark National Bank.

Special note regarding forward-looking statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, plans, objectives, future performance and businesses of Landmark. Forward-looking statements, which may be based on the beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe”, “expect », « anticipate », « plan ». ‘, ‘intend’, ‘estimate’, ‘may’, ‘will’, ‘would’, ‘could’, ‘should’ or other similar expressions. Further, all statements in this press release, including forward-looking statements, speak only as of the date on which they are made, and Landmark undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from those contained in our forward-looking statements. These factors include, among others, the following: (i) the effects of the COVID-19 pandemic, including its effects on the economic environment, our customers and our operations, as well as changes in laws, regulations or federal, state or local regulations orders in connection with the pandemic; (ii) the strength of local, national and international economies; (iii) changes in state and federal governmental laws, regulations and policies relating to banking, securities, consumer protection, insurance, currency, trade and tax matters; (iv) changes in interest rates and prepayment rates of our assets; (v) increased competition in the financial services industry and inability to attract new customers; (vi) the timely development and acceptance of new products and services; (vii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (viii) our risk management framework; (ix) disruptions to information technology and telecommunications systems and third-party services; (x) changes and uncertainty in benchmark interest rates, including the elimination of LIBOR and the development of a substitute; (xi) the effects of extreme weather conditions, natural disasters, widespread illnesses or pandemics, or other external events; (xii) loss of officers or key employees; (xiii) changes in consumer spending; (xiv) integration of acquired businesses; (xv) unexpected results of existing or new litigation; (xvi) changes in accounting policies and practices, such as the implementation of the current accounting standard on expected credit losses; (xvii) the economic impact of armed conflict or acts of terrorism involving the United States; (xviii) the ability to manage credit risk, predict loan losses and maintain an adequate provision for loan losses; (xix) decline in the value of our investment portfolio; (xx) the ability to raise additional capital; (xxi) cyberattacks; (xxii) decline in real estate values; (xxiii) the effects of fraud by our employees, customers, suppliers or counterparties; and (xxiv) any other risks described in the “Risk Factors” sections of reports filed by Landmark with the Securities and Exchange Commission. These risks and uncertainties should be considered when evaluating forward-looking statements, and undue reliance should not be placed on such statements. Additional information regarding Landmark and its business, including additional risk factors that could materially affect Landmark’s financial results, is included in our filings with the Securities and Exchange Commission.

Becky Tourtillott

Vice President, Marketing

Benchmark National Bank

Office: 620.223.1200 ext. 2321 Fax: 620.223.1336

200 S Main, PO Box 899, Fort Scott, KS 66701


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