BNCC Bnccorp Inc (QX)

The law firm of William N. Charouhis & Associates, P.A., has been engaged by a shareholder of BNCCORP, INC. (“BNCC”)(OTC Markets: BNCC) to investigate possible breaches of fiduciary duty to shareholders and other violations of law by the board of directors of BNCC (“Board”) and to explore options available that could preserve value for current shareholders.

The issues that are being investigated primarily relate to the proposed issuance of 9.2 million common shares at a price of $1.85 per share (for a total consideration of approximately $17 million), increasing the outstanding common shares from 3.3 million to 12.5 million (the “$1.85 Share Issuance”).

Concerned shareholders who would like more information can contact William N. Charouhis & Associates, P.A. at 305.979.8700.

In a press release dated January 26, 2012 BNCCORP management characterized 2011 results for the company as marked by "improving bank capital, strong liquidity, and improving credit quality". BNCC reported the following as of December 31, 2011:

Book value per common share of $6.42 (up from $4.57 as of December 31, 2010) 2011 earnings of $5.3 million ($1.20 per share) Tier 1 leverage ratio of 9.41% Total risk based capital of 18.22% Non-performing loans of 0.93% of total assets Total assets of $665.2 million Branch deposits increased $22.6 million Total equity totaled $41.9 million BNC’s formal agreement with the Office of the Comptroller of the Currency (OCC) was removed

On February 16, 2012, BNCC announced the $1.85 Share Issuance. BNCC stock price dropped from $6.73 on February 13, 2012 to as low as $2.02 on March 16, 2012.

For the second quarter of 2012, BNCC reported book value of $8.44 per share and net income of $1.42 per share (still 3.3 million common shares outstanding).

Charouhis intends to investigate taking any action or solution that would preserve value for the current shareholders of BNCC, including without limitation:

• Seeking a shareholder vote to approve or reject the proposed share issuance.
• Conducting a proxy solicitation to replace the Board with a new Board committed to removing the poison pill and selling BNCC in a proper auction process.
• Filing a class action lawsuit on behalf of BNCC’s current and former shareholders.