Canada Gazette, Part I, Volume 160, Number 45: MISCELLANEOUS NOTICES

November 7, 2026

VERSABANK

REDUCTION OF STATED CAPITAL

As required under subsection 75(5) of the Bank Act (Canada) [the “Bank Act”], notice is hereby given that VersaBank intends to apply to the Superintendent of Financial Institutions (Canada) [the “Superintendent”] for approval to reduce the stated capital of the common shares of VersaBank in accordance with a written special resolution to be signed by the sole shareholder of VersaBank on November 13, 2026. A copy of the relevant provisions of the resolution is provided below. For purposes of the resolution, “Purchased Shares” means all of the issued and outstanding common shares of DRT Cyber Inc. “Sale Consideration” means the aggregate fair market value of the Purchased Shares. “Versa Bancorp Note” means a promissory note equal to the Sale Consideration.

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT
…

  1. Following VersaBank’s sale of the Purchased Shares to Versa Bancorp in exchange for the Versa Bancorp Note, the stated capital account maintained for VersaBank’s common shares shall be reduced by the Sale Consideration, by distributing the Versa Bancorp Note as a return of capital to the shareholder of VersaBank at such time, subject to
    • (i) the receipt of approval in writing by the Superintendent required under subsection 75(4) of the Bank Act; and
    • (ii) VersaBank’s Chief Financial Officer being satisfied that the reduction of stated capital of VersaBank would not cause VersaBank to be in contravention of any regulation referred to in, or direction made pursuant to, section 485 of the Bank Act.
  2. The cancellation of the Versa Bancorp Note following the distribution is authorized and approved.
  3. To the extent required to facilitate the transactions contemplated by these resolutions, the President or any director of VersaBank is hereby authorized and directed, for and on behalf of VersaBank, to execute or cause to be executed and to deliver or disseminate or cause to be delivered or disseminated all such other documents, instruments and news releases and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
  4. All acts performed and any documents executed, delivered, filed or registered prior to the date of these resolutions by any director or officer of VersaBank, or any authorized agent or advisor on behalf of VersaBank, relating to matters dealt with in these resolutions, are hereby approved, adopted, ratified and confirmed.”

Note: The publication of this notice should not be construed as evidence that approval will be issued for the reduction of stated capital. The granting of the approval will be dependent upon the usual Bank Act review process and the discretion of the Superintendent.

London, October 29, 2026

VersaBank