Disclaimers

GBank Financial Holdings Inc., a Nevada corporation (the “Company” or “GBank”) and the bank-holding company for Bank of George (the “Bank”), has engaged Boenning & Scattergood, Inc. (the “Agent”) to be the exclusive advisor to the Company in raising capital in connection with a private placement of subordinated debt (referred to as the “Securities”).  The purpose of this Confidential Investor Presentation (the “Presentation”) is to assist the recipient in deciding whether to make an investment in the Securities.  The receipt of this Presentation does not create, nor is it intended to create, a binding and enforceable contract or commitment between the Company and any other party, and this Presentation may not be relied upon by any party as the basis for a contract or commitment to purchase the Securities.  Any such commitment will be made only pursuant to a purchase agreement between the Company and one or more qualified institutional buyers and accredited investors, in which case the information contained herein will be superseded in its entirety by such purchase agreement.

The Securities will be issued by the Company in a transaction (the “Offering”) that is exempt from registration under the Securities Act of 1933, as amended, and otherwise in compliance with the applicable laws and regulations of any jurisdiction in which the Securities are offered or sold.  Such Securities have not been approved or disapproved by the Securities and Exchange Commission, any state securities commission or any regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed Offering of these Securities or the accuracy or completeness of this Presentation.  Any representation to the contrary is a criminal offense.

In acting as the exclusive placement agent for the Offering, the Agent will seek to complete the financing on a best efforts basis, acting as the Company’s agent and not as a principal in the sale and placement of the Securities.  The Agent has not verified the accuracy of any information included in this Presentation or that the Company or its representatives have provided or may provide to you supplementally and accordingly the Agent disclaims any liability therefor.  This Presentation may only be used to evaluate the Offering and for no competitive or other purpose.

The information in this Presentation is confidential and may not be shown or given to any other person and may not be reproduced in any manner whatsoever.  Any further distribution or reproduction of this Presentation, in whole or in part, or the divulgence of any of its contents by you is unauthorized.  This Presentation contains non-public information.  You understand that the U.S. securities laws as well as the securities laws of other jurisdictions prohibit any person in possession of “material non-public information” about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into short selling or hedge transactions involving such securities), or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

This Presentation does not purport to contain all of the information that may be required to evaluate the Offering, and you should conduct and rely upon your own independent analysis of the Company and the data contained or referred to herein.  Nothing herein shall be construed as tax, business or legal advice.  You should seek your own legal, business and tax advice.

Additionally, although the Company has endeavored to include in the Presentation information known to it which it believes to be relevant for purposes of your investigation, you understand that neither the Agent, the Company nor any of their representatives have made or make any representation or warranty as to the accuracy or completeness of the Presentation and neither the Company nor the Agent shall have any liability for any information included in this Presentation or otherwise made available in connection with the Offering, except for liabilities expressly assumed by the Company in the purchase agreement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Presentation contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, the Company and the Bank.  Forward-looking statements are identifiable by words or phrases such as “outlook” or “strategy”; that an event or trend “may”, “should”, “will”, “is likely”, or is “probable” to occur or “continue” or “is scheduled” or “on track” or that the Company or its management “anticipates”, “believes”, “estimates”, “plans”, “forecasts”, “intends”, “predicts”, “projects”, or “expects” a particular result, or is “confident,” “optimistic” or has an “opinion” that an event will occur, or other words or phrases such as “ongoing”, “future”, or “tend” and variations of such words and similar expressions. These statements may include, among others, statements related to real estate valuation, future levels of non-performing loans and loan charge-offs, future levels of provisions for loan losses, the rate of asset dispositions, future capital levels and capital raising activities (including the successful completion of the Offering), future legal and regulatory requirements, future dividends, future growth and funding sources, future liquidity levels, future profitability levels, the effects on earnings of changes in interest rates, future economic trends and conditions, future initiatives to expand the Company’s market share, future effects of new or changed accounting standards and the future level of net interest and other noninterest income.

These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence.  Actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.  The Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.