CCF Holding Company Announces Securities Purchase Agreement

JONESBORO, Ga.–(BUSINESS WIRE)–CCF Holding Company (OTC Pink:CCFH) (the “Company”), the holding company
for Heritage Bank, today announced that the Company has entered into a
securities purchase agreement (the “Agreement”) with Kenneth R. Lehman,
a private investor.

Pursuant to the Agreement, Mr. Lehman has agreed to purchase from the
Company up to approximately 11.4 million shares of common stock at a
price of $1.40 per share, for an aggregate purchase price of up to $16.0
million, with a minimum purchase of 7.5 million shares of the Company’s
common stock for a minimum aggregate purchase price of $10.5 million
(the “Investment Transaction”).

The Agreement contemplates that all holders of warrants to purchase
shares of the Company’s common stock will have the opportunity to tender
all or any portion of their warrants to the Company and receive a cash
payment of $0.90 per warrant, subject to proration in certain
circumstances. In addition, holders of the Company’s Series A Preferred
Stock, who are accredited investors, will have the opportunity to tender
all or any portion of their shares of Series A Preferred Stock in
exchange for 714 newly issued shares of the Company’s common stock for
each share of Series A Preferred Stock tendered, subject to proration in
certain circumstances. The shares of common stock received in exchange
for Series A Preferred Stock will be subject to certain voting and
transfer restrictions. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities. The
Company will deliver materials to each warrantholder and preferredholder
containing the Company’s offer to purchase outstanding warrants and
offer to exchange Series A Preferred Stock, as well as instructions on
how such holders can participate in each offer.

Any shares of Series A Preferred Stock that are not exchanged for shares
of the Company’s common stock will be redeemed by the Company for a cash
payment of $1,000 per share in accordance with the terms of the Series A
Preferred Stock.

At December 31, 2016, the Company had 5,190,223 shares of common stock
outstanding, and 39,590,223 shares of common stock outstanding on a
fully diluted basis (assuming the conversion of outstanding preferred
shares and the exercise of outstanding warrants). The Company’s fully
diluted book value at December 31, 2016 was $1.05 per share. Through
these transactions, the Company anticipates the resulting fully diluted
book value to be approximately $1.40 per share and accretive to existing
shareholders.

“We are humbled by Ken’s confidence in our company and his investment is
a testimony to the hard work and perseverance of the entire Heritage
Bank team. Ken’s investment provides us with the opportunity to create a
strong common equity capital base, as well as position us for future
growth,” said Leonard A. Moreland, Chief Executive Officer and President
of CCF Holding Company.

Subject to the receipt of regulatory approvals and satisfaction of other
closing conditions, the Investment Transaction is anticipated to close
in the third quarter of 2017. The offer to purchase outstanding warrants
and offer to exchange Series A Preferred Stock, as well as the proposed
redemption of any shares of Series A Preferred Stock not tendered for
exchange, are conditioned on the closing of the Investment Transaction.

About CCF Holding Company

With $431 million in total assets as of March 31, 2017, CCF Holding
Company, through its wholly-owned subsidiary, Heritage Bank, offers a
broad range of financial services through its six branches in Clayton,
Henry, and Fayette counties in Georgia.

The Company’s common stock trades on the OTC Bulletin Board under the
symbol “CCFH.”

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, which can be
identified by words such as “will,” “plan,” “expect,” “likely”
“project,” “may,” and similar references to future periods. Examples of
forward-looking statements include, among others, statements regarding
the Company’s planned Investment Transaction, including the expected
timing of the closing of the transaction, the expected impact of the
Investment Transaction on fully diluted book value per share, and that
the Investment Transaction will position the Company for future growth.
Forward-looking statements are only predictions and involve known and
unknown risks, uncertainties and other factors, and, therefore, actual
results and outcomes may materially differ from what may be expressed or
forecasted in such forward-looking statements. The Company does not
assumes any duty to update, amend or clarify forward-looking statements,
whether as a result of new information, future events or otherwise. Risk
factors relating to the Investment Transaction, the Company’s ability to
make the offers related to the warrants and Series A Preferred Stock and
the impact of the Investment Transaction include, without limitation,
that the completion of the Investment Transaction is dependent on, among
other things, receipt of regulatory approvals, the timing of which
cannot be predicted with precision at this point and which may not be
received at all, and other closing conditions, the number of
warrantholders who tender their warrants for purchase, the number of
preferredholders who tender their shares of preferred stock for
exchange, a downturn in the economy, particularly in the Company’s
markets, volatile credit and financial markets both domestic and
foreign, potential deterioration in real estate values, regulatory
changes and excessive loan losses.

Contacts

CCF Holding Company
Leonard Moreland, 770-478-8881
Chief
Executive Officer