– Board of Directors Unanimously Recommends Shareholders Vote FOR the Proposed Reorganization –
VersaBank (or the “Bank”) (TSX: VBNK) (NASDAQ: VBNK), a North American leader in business-to-business digital banking, as well as technology solutions for cybersecurity, today announced its management information circular (the “Circular”) and related materials in connection with the Bank’s upcoming special meeting of shareholders (the “Meeting”) to consider and vote on its proposed plan to realign its corporate structure to a standard U.S. bank framework (the “Reorganization”) have been filed publicly and are being mailed to shareholders. Shareholders of record of the Bank at the close of business on August 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 (“the Meeting”) to consider and vote on the Reorganization. The Meeting will be held in person at 1979 Otter Place, London, Ontario on September 16, 2026, at 10:30 a.m. ET.
As a critical step towards 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 US Securities and Exchange Commission (“SEC”) on August 4, 2026 (the “Registration Statement”) contains the Circular and a Prospectus in connection with the Reorganization. Shareholders are urged to review the final version of the Circular and Prospectus.
PARTICIPANTS IN SOLICITATION
VersaBank, the Parent and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals relating to the Reorganization. Information regarding the directors and executive officers of VersaBank, the Parent and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, are available in the Registration Statement with respect to the Reorganization filed with the SEC. Investors should read the Registration Statement and the Prospectus/Circular carefully before making any voting or investment decisions. Free copies of these materials from VersaBank may be obtained as indicated above.
ABOUT VERSABANK
VersaBank is a North American bank with a difference. Federally chartered in both Canada and the U.S., 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 funding activities electronically through financial intermediary partners. In August 2024, VersaBank launched its unique Structured Receivable Program funding 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 cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities. Through DRT Cyber Inc., 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 DepositsTM.
Source : VersaBank
