VersaBank ("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 intention, subject to shareholder, regulatory and other approvals, to realign its corporate structure with the standard framework of a US bank (the "Structural Realignment"), under which the holding company parent would be domiciled in the United States. The proposed Structural Realignment is intended to realize additional shareholder value, further mitigate risk and reducing corporate costs.

If shareholder, regulatory and other approvals are received, the key elements of the proposed Structural Realignment are expected to be as follows:

"Should shareholder, regulatory and other approvals be received, this initiative would be an important and strategic change to our corporate structure to align VersaBank with the standard framework with which US and international investment communities are most familiar, enabling eligibility for value driving inclusion in certain stock indices, including the Russell 2000, simplifying our regulatory structure, and reducing our corporate costs," said David Taylor, President and Chief Executive Officer, VersaBank. "In addition, we believe this new structure would facilitate further international expansion as the Bank explores additional markets beyond Canada and the United States. The total cost of this realignment is expected to be approximately 1.5% of our current market capitalization, with the anticipated benefits to incremental shareholder value expected to far exceed this investment."

VersaBank Appoints the Honourable Frank Newbould as Chair of the Board of Directors

VersaBank also announced the Honourable Frank Newbould has been named Chair of the Board of Directors. Mr. Newbould was appointed to the role of Chair following the decision by the Honourable Tom A.  Hockin to not stand for re-election at the Bank's most recent annual meeting.  Mr. Hockin has transitioned to a new role as Director Emeritus of VersaHoldings.

"We are privileged to have the Honourable Frank Newbould serve as Chair of the Bank's Board of Directors," said Mr. Taylor. "Mr. Newbould's extensive expertise and deep understanding of our business position him well for this critical role with our Bank.  Prior to his appointment to the bench, Mr. Newbould was a director of the Bank, then named Pacific & Western Bank of Canada, from the time of its formation. We look forward to having him back as Chair."

Mr. Taylor added, "I would like to thank the Honourable Tom Hockin for his outstanding contributions to VersaBank and invaluable guidance during his Chair of the Board of Directors for more than a decade. We look forward to his ongoing contributions as we capitalize on this important next step in the Bank's evolution." 

Mr. Newbould has served as a counsel at Thornton Grout Finnigan LLP since 2017. Prior to joining TGF, Frank spent more than 10 years as a judge of the Ontario Superior Court of Justice, including as Team Leader of the Commercial List in Toronto, the country's first and busiest commercial court. Cases he heard included domestic and cross-border insolvency matters, corporate amalgamations and reorganizations, proceedings for relief under business corporation statutes including oppression actions, and other complex commercial matters and disputes. Among his numerous high-profile cases, Justice Newbould conducted the first cross-border joint trial in Canada with the Delaware Bankruptcy Court in the global proceedings involving the Nortel Networks group of companies to determine entitlement to US$7.3 billion in proceeds of sale, using state-of-the-art technology.

Mr. Newbould has been recognized in all major professional directories including Chambers Global, the International Who's Who of Business Lawyers and the Lexpert / American Lawyer Guide to the 500 Leading Lawyers in Canada. In 2016, Canadian Lawyer magazine named him one of the Top 25 Most Influential Lawyers in Canada. Frank was appointed King's Counsel in 1981, and is an active member of various industry associations, including INSOL International and the International Insolvency Institute. He is also a Fellow of the American College of Trial Lawyers and a Past Director of The Advocates Society.

ABOUT VERSABANK

VersaBank is a North American bank with a difference.  Federally chartered in both Canada and the US, 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 electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity.  In August 2024, VersaBank broadly launched its unique Receivable Purchase Program funding solution for point-of-sale finance companies, which has been highly successful in Canada for nearly 15 years, to the underserved multi-trillion-dollar US market.  VersaBank also owns Washington, DC-based DRT Cyber Inc., a North America leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities.  Through its wholly owned subsidiary, Digital Meteor Inc. ("Digital Meteor"), 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 Digital Deposit Receipts ("DDRs").

VersaBank's Common Shares trade on the Toronto Stock Exchange and NASDAQ under the symbol VBNK.

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FOR FURTHER INFORMATION, PLEASE CONTACT: LodeRock Advisors, Lawrence Chamberlain,
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