Mr. Lawrence Chamberlain reports

VERSABANK FORM S-4 REGISTRATION STATEMENT FOR PROPOSED REORGANIZATION DECLARED EFFECTIVE BY SEC

VersaBank has released its Form S-4 registration statement in connection with the bank's proposed plan to realign its corporate structure to a standard United States bank framework (file No. 333-296444), previously filed with the U.S. Securities and Exchange Commission (the SEC), has been declared effective. Specifically, the reorganization, among other things, will result in Versa Bancorp, a new Delaware corporation, becoming the direct holding company of VersaBank and VersaBank USA National Association.

"The SEC's declaration of the effectiveness of our S-4 registration statement marks the final requisite step prior to our previously announced shareholder meeting on Sept. 16 to vote to approve the proposed reorganization," said David Taylor, founder and president, VersaBank.

As previously announced, VersaBank will hold a special meeting for its shareholders to consider and vote on the reorganization. The meeting will be held in person at 1979 Otter Pl., London, Ont., on Sept. 16, 2026, at 10:30 a.m. ET. Shareholders of record of the bank at the close of business on Aug. 10, 2026, will be entitled to receive notice of and to vote at the meeting.

In addition to the approval of shareholders, the completion of the reorganization remains subject to various regulatory approvals, including approval by the Minister of Finance in Canada and the Federal Reserve Board in the United States. There can be no assurance that VersaBank will receive shareholder or regulatory approval in a timely manner, if at all.

About the proposed reorganization

VersaBank's proposed reorganization, among other things, will result in Versa Bancorp becoming the direct holding company of VersaBank and VersaBank USA National Association. The purpose of the meeting is to obtain shareholder approval to effect the reorganization following which Versa Bancorp will succeed VersaBank as the publicly traded company in which existing shareholders hold their equity interests. The registration statement contains a management information circular and prospectus in connection with the reorganization. Shareholders are urged to review the final version of the management information circular and prospectus, which will be mailed to shareholders and which contain important information regarding the meeting and the reorganization.

About VersaBank

VersaBank is a North American bank with a difference. Federally chartered in both Canada and the United States, VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes the majority of its funding activities electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity. In August, 2024, VersaBank launched its unique structured receivable program funding solution for point-of-sale finance companies, which has been highly successful in Canada for over 15 years, to the underserved multitrillion-dollar United States market. VersaBank also owns Minnesota-based DRT Cyber Inc., a North American leader in the provision of cybersecurity services to address the rapidly growing volume of cyber threats challenging financial institutions, multinational corporations and government entities. Through DRT Cyber Inc., VersaBank owns proprietary intellectual property and technology to enable the next generation of digital assets for the banking and financial community, including the bank's revolutionary and proprietary Real Bank Tokenized Deposits.

We seek Safe Harbor.