VersaBank and PWC Capital Inc. Announce Minister of Finance Approval of Merger

January 30, 2017

LONDON, Ontario–(BUSINESS WIRE)–VersaBank (TSX:VB, VB.PR.A, VB.PR.B) (“VersaBank”) and PWC Capital Inc. (TSX:PWC, PWC.PR.A, PWC.PR.B, PWC.NT.C) (“PWC”) today jointly announced that they have received letters patent of amalgamation from the Minister of Finance of Canada in respect of the previously announced merger of the two companies. This represents the final regulatory approval required for the amalgamation and related recapitalization of PWC (collectively, the “Merger”). Closing of the Merger will occur when the letters patent of amalgamation become effective on January 31, 2017.

About VersaBank

VersaBank, a technology based and digital Canadian Schedule I chartered bank, operates using an “electronic branchless model”. It sources deposits, consumer loans, commercial loans and leases electronically. VersaBank also makes residential development and commercial mortgages it sources through a well-established network of brokers and direct contact with its lending staff. VersaBank Common Shares trade on the Toronto Stock Exchange under the symbol VB and its Series 1 Preferred Shares and Series 3 Preferred Shares trade under the symbols, VB.PR.A, VB.PR.B, respectively.

About PWC Capital Inc.

PWC Capital Inc. is a holding company whose PWC Common Shares, PWC Class A Preferred Shares, PWC Class B Preferred Shares and PWC Series C Notes trade on the Toronto Stock Exchange under the symbols PWC, PWC.PR.A, PWC.PR.B, PWC.NT.C, respectively. PWC currently owns approximately 63% of VersaBank’s outstanding Common Shares.

Forward-looking information

This news release may contain forward-looking information within the meaning of applicable securities laws that reflects the current expectations, estimates and projections of management about the future results, performance, achievements, prospects or opportunities for the combined entity following the Merger. The words “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “aim”, “endeavour”, “project”, “continue”, “predict”, “potential”, or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.

Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management’s control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Such assumptions include, among other things, the strength of the Canadian economy in general and the strength of local economies within Canada in which VersaBank conducts operations, the effects of changes in interest rates; the effects of competition in the markets in which VersaBank operates; capital market fluctuations; and the impact of changes in laws and regulations. Management has attempted to identify important factors that could cause actual results, performance or achievements to vary from current expectations or estimates, expressed or implied, by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

The following factors could cause actual results to differ materially from those discussed in the forward-looking information: risks related to the business of VersaBank; risks related to political developments and policy shifts; risks related to amendments to laws; and risks related to the market value of VersaBank securities. Additional risks and uncertainties regarding VersaBank and the combined entity following the Merger are described in VersaBank’s most recent management discussion and analysis which is available on SEDAR at www.sedar.com.

This forward-looking information represents our views as of the date of this press release and such information should not be relied upon as representing management’s views as of any date subsequent to the date of this document. While we anticipate that subsequent events and developments may cause our views to change, we do not intend to update this forward-looking information, except as required by applicable securities laws.