Mr. David Taylor reports

VERSABANK AND VERSA BANCORP ANNOUNCE COMPLETION OF REORGANIZATION

VersaBank has completed the realignment of its corporate structure to a standard U.S. bank framework. Versa Bancorp, a Delaware corporation regulated by the Federal Reserve, is now the direct holding company of VersaBank and all of its subsidiaries, and has succeeded VersaBank as the publicly traded company through which existing shareholders hold their equity.

Pursuant to the reorganization, each outstanding common share of VersaBank was exchanged for one exchangeable share of VersaBank and each such exchangeable share was then automatically transferred to Versa Bancorp in exchange for one newly issued share of common stock of Versa Bancorp. In aggregate, Versa Bancorp issued 32,566,856 Versa Bancorp shares to former shareholders of VersaBank. The reorganization was approved by VersaBank's shareholders at the special meeting held on Sept. 16, 2026, and has received all required regulatory approvals, including approval by the Minister of Finance in Canada and the Federal Reserve Board in the United States. Following the reorganization, VersaBank has become a Schedule II bank under the Bank Act (Canada).

The Versa Bancorp shares are expected to commence trading on the Toronto Stock Exchange and Nasdaq Stock Market under the symbol VRSA on or about Nov. 17, 2026, in substitution for the common shares of Versa Bank, which are expected to be delisted from the Toronto Stock Exchange and Nasdaq at that time. Versa Bancorp has become the successor issuer to VersaBank pursuant to Rule 12g-3(a) under the U.S. Securities Exchange Act of 1934, as amended, and VersaBank intends, in due course, to apply to cease to be a reporting issuer in each jurisdiction of Canada in which it is a reporting issuer.

David Taylor, founder of VersaBank, has been appointed president, chief executive officer and chairman of the board of Versa Bancorp. Mr. Taylor commented:

"This is an historic day that will contribute to our achieving our full potential in the United States, in Canada and beyond. The reorganization not only supports the growth opportunities in both our real-time structured receivable program and digital asset/tokenized deposit technology and capabilities, but will also contribute to enhanced shareholder value through increased investor visibility and liquidity for our stock, eligibility for inclusion in certain stock indices, improved access to capital markets, and even greater cost-efficiencies."

Additional information about the reorganization is included in the management information circular and prospectus dated Aug. 4, 2026, filed by Versa Bancorp with the U.S. Securities and Exchange Commission (SEC) and available at the SEC's website and filed by VersaBank on SEDAR+.

Registered shareholders of VersaBank who have not already done so should complete, sign and return the letter of transmittal previously mailed to them, together with the certificate(s) or DRS advice(s) representing their common shares of VersaBank, to Odyssey Trust Company, as depositary, in order to receive the Versa Bancorp shares to which they are entitled. Shareholders who hold their common shares of VersaBank through a broker or other intermediary do not need to submit a letter of transmittal and should contact their intermediary with any questions. Questions may be directed to Odyssey Trust Company at 1-888-290-1175 (toll-free in North America), 1-612-482-5100 (outside North America) or shareholders@odysseytrust.com.

Versa Bancorp to report fourth quarter and fiscal 2026 financial results on Jan. 7, 2027

Versa Bancorp expects to report its fourth quarter and fiscal 2026 financial results and host a conference call to discuss those results on Jan. 7, 2027. Versa Bancorp will provide details of the conference call via news release in the weeks prior to the reporting date.

Early warning disclosure

Immediately prior to the completion of the reorganization, Versa Bancorp did not own or have control or direction over, directly or indirectly, any common shares of VersaBank. Upon completion of the reorganization on Nov. 13, 2026, Versa Bancorp acquired ownership of 32,566,856 common shares of VersaBank, resulting in an increase in Versa Bancorp's securityholding percentage from 0 per cent to 100 per cent. The common shares of VersaBank were acquired pursuant to the reorganization and not through the facilities of any stock exchange or other market.

As consideration, Versa Bancorp issued one Versa Bancorp share for each common share of VersaBank acquired, being an aggregate of 32,566,856 Versa Bancorp shares, having an aggregate value of approximately $1,119.6-million (or $34.38 per common share of VersaBank), based on the closing price of VersaBank's common shares on the TSX of $34.38 on Nov. 12, 2026, the last trading day prior to the completion of the reorganization. The common shares of VersaBank were acquired in order to implement the reorganization, pursuant to which Versa Bancorp became the holding company of VersaBank. Versa Bancorp intends to hold the common shares of VersaBank as the parent company of VersaBank. As noted above, the common shares of VersaBank will be delisted from the Nasdaq and TSX, and VersaBank intends, in due course, to apply to cease to be a reporting issuer under applicable Canadian securities laws.

This disclosure is issued pursuant to National Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also require an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be filed by Versa Bancorp under VersaBank's profile on SEDAR+ and may be obtained upon request from Lawrence Chamberlain at 416-540-7486 or lawrencec@versabank.com. Versa Bancorp's head office is located at 250 Nicollet Mall, Suite 720, Minneapolis, Minn., 55401. VersaBank's head office is located at 140 Fullarton St., Suite 2002, London, Ont., N6A 5P2.

About Versa Bancorp

Versa Bancorp is a United States-based, U.S.-regulated bank holding company and global leader in digital banking and digital asset technology.

Its cloud-based, branchless, business-to-business digital banking operations (wholly owned VersaBank USA and VersaBank Canada) obtain substantially all of their deposits and conduct the vast majority of its funding activities electronically through financial intermediary partners, providing operating leverage to generate industry-leading efficiency and return on common equity. VersaBank's proven real-time structured receivable program (SRP) uses proprietary technology to provide reliable, continuously available, economically attractive financing to point-of-sale financing providers in real time, significantly reducing the time, cost and risk of conventional alternatives.

Within its wholly owned subsidiary, DRT Cyber Inc., Digital Meteor owns unique technology developed in a regulated banking framework that enables the next generation of deposits and payments on the blockchain for use by Versa Bancorp's own digital banking operations, as well as for provision to other banks. Digital Boundary Group (DBG) is a North America leader in the provision of cybersecurity services to address the rapidly growing volume of cyberthreats challenging financial institutions, multinational corporations and government entities.

We seek Safe Harbor.