VersaBank Announces Pricing of Public Offering

LONDON, ON, September 21, 2021 / PRNewswire / – VersaBank (“VersaBank” or the “Bank”) today announced the pricing of its previously announced public offering of VersaBank common stock. VersaBank will issue 5,500,000 shares at a price of US $ 10.00 per share, converted to CAD $ 12.80 per share based on today’s Bank of Canada Exchange rate, for gross US revenues $ 55,000,000. The offer is expected to end on September 24, 2021, subject to customary closing conditions.

The offer is being made by a consortium of underwriters led by. carried out Raymond James & Associates, Inc. as sole accounting manager and Keefe, Bruyette & Woods, Inc. as co-manager, and includes their respective Canadian broker-dealer subsidiaries.

VersaBank assumes that the net proceeds from the offer will be used for general banking purposes and will qualify as Common Equity Tier 1 for the bank.

The bank has also given the syndicate banks an option to purchase up to 825,000 additional ordinary shares, which corresponds to 15% of the number of ordinary shares to be sold in the public offering, solely to cover the possible over-allotment position of the syndicate banks and to stabilize the market. The option can be exercised by the syndicate banks for a period of 30 days after the closing of the offer.

In connection with the Offering, VersaBank has filed an amended and reformulated Provisional Prospectus Supplement and will be making a definitive Prospectus Supplement to its Base Prospectus with the securities regulators in each of the provinces and territories of Canada, except Québec. The amended and reformulated Provisional Prospectus Supplement and Base Prospectus have also been filed and a definitive Supplement is being filed with the Securities and Exchange Commission as part of a registration statement on Form F-10, as amended currently under the USCanada Multijurisdictional Disclosure System (MJDS). The public offer takes place in Canada only by means of base prospectus and prospectus supplement and in The United States only by means of a registration declaration, including the base prospectus and prospectus supplement. These documents contain important information about the offer. Copies of the Base Prospectus and Supplement can be found on SEDAR at www.sedar.com and a copy of the Registration Statement can be found on EDGAR at www.sec.gov. Copies of these documents can also be obtained from one of the following sources: Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by phone at (800) 248-8863 or by email at [email protected]; and Keefe, Bruyette & Woods, Inc. A Stifel Company, 787 Seventh Avenue, Fourth Floor, New York, NY 10019, Attention: Equity Capital Markets, or call (800) 966-1559.

No securities regulatory authority has approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will any sale of the common stock be made in any province, state or jurisdiction in which such offer, solicitation or sale is unlawful prior to registration would be or qualify under the securities laws of any such province, state, or jurisdiction.

About VersaBank:
VersaBank is a Canadian Charter I-Bank with a difference. VersaBank became the world’s first fully digital financial institution when it introduced its highly efficient business-to-business model using its proprietary, cutting-edge financial technology to profitably address underserved segments of the Canadian banking market in pursuit of higher net interest margins while mitigating risk. VersaBank receives all of its deposits and provides the majority of its loans and leases electronically. In addition, using its internally developed IT security software and capabilities, VersaBank has a one hundred percent, Washington, DC-based subsidiary DRT Cyber ​​Inc. to pursue significant major cybersecurity market opportunities and develop innovative solutions to address the rapidly growing volume of cyber threats that financial institutions, multinational corporations and government agencies face on a daily basis.

VersaBank’s common stock trades on the Toronto Stock Exchange under the symbol VB and its Series 1 preferred stock trades under the symbol VB.PR.A. VersaBank’s common stock will be listed on the Nasdaq Global Select Market under the trading symbol “VBNK” on. acted 09/22/2021.

Special note on forward-looking statements:
This press release contains statements that constitute “forward-looking statements” and “forward-looking information” within the meaning of the US and Canadian securities laws, including, but not limited to, statements regarding the conduct of the offering; the proposed listing of the common shares on the Nasdaq and the TSX; the granting of the over-allotment option to the syndicate banks; and the expected use of the proceeds. Forward-looking statements reflect the Bank’s current expectations and projections with respect to its financial condition, results of operations, plans, goals, future performance and business, including the Bank’s expectations with respect to the transactions described in this press release and the expected use of the proceeds therefrom, and can be recognized by the fact that they do not relate exclusively to historical or current facts. Such forward-looking statements may include words such as “expect”, “anticipate”, “intend”, “believe”, “estimate”, “plan”, “aim”, “strategy”, “continue”, “may”, “will”, “should”, variations of such words, or other words and terms with similar meanings. All forward-looking statements reflect the Bank’s best judgment and are based on several factors relating to its business and environment, all of which are difficult to predict and many of which are beyond its control. These factors include, but are not limited to: the bank’s inability to complete the offering of the common stock; the strength of the Canadian economy in general and the strength of the local economy within Canada in which VersaBank conducts business; the effects of the COVID-19 pandemic; the effects of changes in monetary and fiscal policy, including changes in the Bank of’s interest rate policy Canada; changing global commodity prices; the effects of competition in the markets in which VersaBank operates; Capital market fluctuations; the timely development and launch of new products in receptive markets; the impact of changes in laws and regulations relating to financial services; Changes in tax laws; technological changes; unexpected legal or regulatory proceedings; unexpected change in consumer spending and saving behavior; and the anticipation and success of VersaBank in managing the resulting risks. Forward-looking statements are based on information available to the Bank as of the date of this publication and the Bank has no obligation to publicly release any updates or changes to its expectations or changes in events, conditions or circumstances on which any forward-looking statements are based. The Bank’s actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential effects of a merger, acquisition, or other business combination that was in progress as of the date of this press release.

SOURCE VersaBank

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