Market Overview

Howard Bancorp Announces Agreement to Acquire 1st Mariner Bank


Howard Bancorp, Inc. (NASDAQ:HBMD) ("Howard") and 1st Mariner Bank ("1st
Mariner") jointly announced today the signing of a definitive agreement
and plan of reorganization whereby Howard will acquire 1st Mariner. Upon
the closing of the transaction, 1st Mariner will merge with Howard's
wholly owned bank subsidiary, Howard Bank, and the combined organization
will operate under the Howard Bank name and be headquartered in 1st
Mariner's existing Baltimore city location.

Howard is the parent company of Howard Bank headquartered in Ellicott
City, Maryland. Howard Bank operates a general commercial banking
business through its 13 branches located throughout the Greater
Baltimore Metropolitan Area. At June 30, 2017, it had consolidated
assets of approximately $1.1 billion, portfolio loans of approximately
$880 million and deposits of approximately $855 million. Following the
acquisition and after branch consolidation, Howard will have 21
well-located offices in the Greater Baltimore Metropolitan Area, with
pro forma assets of $2.1 billion, portfolio loans of $1.5 billion and
deposits of $1.6 billion based on financial data as of June 30, 2017.

Howard Chairman and Chief Executive Officer, Mary Ann Scully said, "We
have long respected the executive team at 1st Mariner and have been very
impressed by their turnaround and recasting of the bank since their
restructuring in 2014. Both Howard and 1st Mariner share a focus on
privately held businesses in the Greater Baltimore market. We think this
transaction is transformational not only for our shareholders but also
for our teams, our customers, and the Greater Baltimore community. We
are excited to have the 1st Mariner customers, board members
and staff join us, and we look forward to being welcomed by them. This
is a win-win for the Baltimore business community who will now be served
by the best business bank in the region."

Headquartered in Baltimore, Maryland, 1st Mariner was founded in 1920 to
serve the local community by offering a wide array of financial products
and services to small and mid-size businesses, professional real estate
developers and investors, and retail customers throughout the Baltimore
marketplace. At June 30, 2017, 1st Mariner had $975 million in assets,
$666 million in portfolio loans and $771 million in deposits. It serves
its customers from 14 locations in greater Baltimore.

Under the terms of the agreement, which has been approved by the boards
of directors of Howard, Howard Bank and 1st Mariner, stockholders of 1st
Mariner will be entitled to receive 1.6624 shares of Howard common stock
for each common and preferred share of 1st Mariner. Based on Howard's
closing stock price of $16.85 on August 14, 2017, the transaction is
valued at $28.01 per share or $163.4 million in the aggregate including
the value to 1st Mariner's option and warrant holders. The closing is
anticipated to occur in the fourth quarter of 2017, subject to approval
by Howard and 1st Mariner stockholders, regulatory approvals and other
customary closing conditions.

Robert Kunisch, Chief Executive Officer of 1st Mariner commented, "We
are thrilled to be partnering with the Howard Bank team. Our shared
commercial focus and long ties to the market will be particularly
attractive to our customers and employees. We are excited to join
together to build the best business bank in Baltimore."

Upon completion of the merger, Mary Ann Scully will continue as Chair
and Chief Executive Officer of Howard and Howard Bank, and Robert
Kunisch, will join the Howard and Howard Bank boards of directors and
assume the role of President of Howard and Howard Bank. George Coffman
will continue as Chief Financial Officer of Howard, James Witty will
continue as Chief Commercial Banking Officer, Robert Altieri will
continue as the Chief Mortgage Officer, Randy Jones will join from 1st
Mariner as Chief Credit Officer, Charles Schwabe will continue as Chief
Risk Officer, and Steven Poynot will become Chief Administrative
Officer. 1st Mariner Executive Chairman Jack Steil will also
join the Howard and Howard Bank boards as a director and will serve as
Senior Business Development Advisor to the combined company. The Howard
and Howard Bank boards will be reconstituted to have 14 members, eight
of whom will be from the current Howard board and six from the current
1st Mariner board.

Howard projects cost savings of 37% of 1st Mariner's noninterest expense
base as a result of operational synergies and the consolidation of some
locations. The transaction is expected to be materially accretive to
earnings per share with dilution to tangible book value earned back
within three years. Additionally, the combined company will be
well-capitalized by all regulatory standards at the time of closing. The
transaction has an anticipated internal rate of return in excess of 20%,
which is well in excess of Howard's cost of capital.

Conference Call Information

Howard will host a conference call on August 15th at 11:00 a.m. EDT. The
conference call

can be accessed by dialing 1-866-868-1282. The conference passcode is

An investor presentation will be filed with the SEC on Form 8-K before
stock markets open on August 15th, and will also be available
through a separate link in the presentations section of the Investor
Relations portion of Howard's website,

Stephens Inc. acted as financial advisor to Howard and its legal counsel
was Covington & Burling LLP. Keefe, Bruyette & Woods, A Stifel Company,
acted as financial advisor to 1st Mariner Bank and its legal counsel was
Venable LLP.

Additional materials are also available on the Investor Relations page
of the Company's website at

About Howard Bancorp, Inc.

Howard Bancorp, Inc. is the parent company of Howard Bank, a
Maryland-chartered trust company operating as a commercial bank.
Headquartered in Ellicott City, Maryland, Howard Bank operates a general
commercial banking business through its 13 branches located throughout
the Greater Baltimore Metropolitan Area. It had consolidated assets of
approximately $1.1 billion at June 30, 2017. Additional information
about Howard Bancorp, Inc. and Howard Bank are available on its web site

About 1st Mariner Bank

1st Mariner is a Maryland-chartered trust company operating as a
commercial bank headquartered in Baltimore, Maryland through its 14
branches located in Baltimore. Additional information about 1st Mariner
Bank is available on its website at
It had approximately $975 million in assets at June 30, 2017.

Forward-Looking Statement Disclaimer

This press release contains estimates, predictions, opinions,
projections and other "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Forward-looking statements often use words
such as "anticipate," "believe," "contemplate," "estimate," "expect,"
"forecast," "intend," "may," "plan," "project," "should" "will," or
other words of similar meaning. You can also identify them by the fact
that they do not relate strictly to historical or current facts. Such
statements include, without limitation, references to Howard's beliefs,
plans, objectives, goals, expectations, anticipations, assumptions,
estimates, intensions and future performance, including our growth
strategy and expansion plans, including potential acquisitions.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may be beyond or control, and
which may cause our actual results, performance or achievements to be
materially different from future results, performance or achievements
expressed or implied by such forward-looking statements.

In addition to factors previously disclosed in Howard's reports filed
with the U.S. Securities and Exchange Commission (the "SEC") and those
identified elsewhere in this document, the following factors among
others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to obtain
regulatory approvals and meet other closing conditions to the merger,
including approval by Howard and 1st Mariner stockholders on the
expected terms and schedule; delay in closing the merger; difficulties
and delays in integrating the 1st Mariner business or fully realizing
cost savings and other benefits of the merger; business disruption
following the merger; changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; customer acceptance of
1st Mariner products and services; customer disintermediation; the
introduction, withdrawal, success and timing of business initiatives;
the inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; the impact, extent and timing of
technological changes, capital management activities, and other actions
of the Federal Reserve Board and legislative and regulatory actions and

Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual

Important Additional Information and Where to Find It

In connection with the proposed merger, Howard will file with the SEC
a Registration Statement on Form S-4 that will include an information
statement of 1st Mariner and a proxy statement/prospectus of Howard, as
well as other relevant documents concerning the proposed transaction.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any

A free copy of the joint proxy and information statement/prospectus,
as well as other filings containing information about Howard, may be
obtained at the SEC's Internet site (,
when they are filed by Howard. You will also be able to obtain these
documents, when they are filed, free of charge, from Howard at
under the heading "Investor Relations" and then under "SEC Documents".
Copies of the joint proxy and information statement/prospectus can also
be obtained, when it becomes available, free of charge, by directing a
request to Howard Bancorp, Inc., 6011 University Boulevard, Suite 370,
Ellicott City, MD 21043, Attention: George C. Coffman, Telephone: (410)
750-0020 or to 1st Mariner Bank, 3301 Boston Street, Baltimore, MD
21224, Attention: Robert D. Kunisch, Telephone: 410-573-8651.

Howard, 1st Mariner and certain of their respective directors,
executive officers and certain other members of their management and
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Howard and 1st Mariner, respectively,
in connection with the Merger. Information about the directors and
executive officers of Howard, and their respective ownership of Howard's
common stock, is set forth in the proxy statement for Howard's 2017
annual meeting of stockholders, as filed with the SEC on Schedule 14A on
April 11, 2017. Information concerning all other participants in the
solicitation will be included in the joint proxy and information
statement/prospectus relating to the proposed transaction when it
becomes available. Free copies of this document may be obtained as
described in the preceding paragraph.

Additional information is available at

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