VersaBank announced the pricing of $75 million aggregate principal amount of 5.00% fixed to floating rate subordinated notes due 2031 (the "Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside of the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). In Canada, the Notes are to be offered and sold on a private placement basis in certain provinces of Canada in reliance upon one or more exemptions from prospectus requirements. The sale of the Notes to the initial purchasers is expected to settle on April 30, 2021, subject to customary closing conditions, including, but not limited to, the receipt of all necessary approvals, including approval of the Toronto Stock Exchange and receipt of a confirmation of capital quality from the Capital Division of the Office of the Superintendentof Financial Institutions (Canada). The Notes will be fixed to floating rate subordinated notes (non-viability contingent capital) of the Bank. The Notes will pay interest semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2021, at a fixed rate of 5.00% per year, until May 1, 2026. Thereafter, if not redeemed by VersaBank, the Notes will have a floating interest rate payable at the 3-month Bankers' Acceptance Rate plus 361 basis points, payable quarterly in arrears, on February 1, May 1, August 1 and November 1 of each year, commencing August 1, 2026, until the maturity date. The Notes will mature on May 1, 2031 unless earlier repurchased or redeemed in accordance with their terms. On or after May 1, 2026, the Bank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the Notes, in whole at any time or in part from time to time on not less than 30 nor more than 60 days' prior notice, at a redemption price which is equal to par, plus accrued and unpaid interest. The Notes have not been and are not expected to be registered under the Securities Act, the prospectus requirements of applicable Canadian securities laws or the securities laws of any other jurisdiction and may not be offered or sold in the United States and Canada absent registration or an applicable exemption from such registration and prospectus requirements.