Mr. Lawrence Chamberlain reports
VERSABANK ANNOUNCES SIGNING OF REORGANIZATION AGREEMENT AND FILING AND MAILING OF MATERIALS FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE PROPOSED REORGANIZATION
VersaBank's management information circular and related materials in connection with the bank's coming special meeting of shareholders to consider and vote on its proposed plan to realign its corporate structure to a standard U.S. bank framework have been filed publicly and are being mailed to shareholders. Shareholders of record of the bank at the close of business on Aug. 10, 2026, will receive notice of and be entitled to vote at the meeting.
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 Place, London, Ont., on Sept. 16, 2026, at 10:30 a.m. ET.
As a critical step toward effecting the reorganization and as contemplated in the registration statement, VersaBank and Versa Bancorp have signed the reorganization agreement setting out the terms and conditions of the reorganization.
Board unanimously recommends shareholders vote for the proposed reorganization
VersaBank's board of directors unanimously recommends that shareholders vote for the proposed reorganization. Shareholders' votes are very important. Whether or not shareholders plan to attend the meeting, they are encouraged to take appropriate action to ensure their shares are represented at the meeting.
About the proposed reorganization
VersaBank's proposed reorganization, among other things, will result in Versa Bancorp (the parent) becoming the direct or indirect 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 relating to the reorganization that was declared effective by the U.S. Securities and Exchange Commission (SEC) on Aug. 4, 2026, contains the circular and a prospectus in connection with the reorganization. Shareholders are urged to review the final version of the circular and prospectus.
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 technology designed to address underserved segments of the banking industry. VersaBank obtains substantially all of its deposits and undertakes the majority of its financing activities electronically through financial intermediary partners. In August, 2024, VersaBank launched its unique structured receivable program financing solution for point-of-sale finance companies, which has been deployed in Canada for over 15 years, to the U.S. market. VersaBank also owns Minnesota-based DRT Cyber Inc., which provides cybersecurity services to address the rapidly growing volume of cyber threats challenging financial institutions, multinational corporations and government entities. Through DRT Cyber, VersaBank owns proprietary intellectual property and technology designed to enable the next generation of digital assets for the banking and financial community, including the bank's proprietary real-bank tokenized deposits.
VersaBank's common shares trade on the Toronto Stock Exchange and the Nasdaq Stock Market under the symbol VBNK.
We seek Safe Harbor.
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