EXHIBIT 4.8


FORM
51-102F3


MATERIAL CHANGE REPORT


 


		Item 1	Name and Address of Company



 


VersaBank


2002 – 140 Fullarton
Street


London, Ontario


N6A 5P2


 


		Item 2	Date of Material Change



 


April 21, 2021


 


		Item 3	News Release



 


A news release describing the
material change was issued on April 21, 2021 through the facilities of Canada News Wire and subsequently filed on SEDAR.


 


		Item 4	Summary of Material Change



 


On
April 21, 2021, VersaBank announced the private offer for sale and pricing of US$75 million aggregate principal amount of 5.00% fixed
to floating rate subordinated notes (non-viability contingent capital) due 2031.


 


		Item 5	Full Description
                                            of Material Change



 


		5.1	Full Description of Material
Change



 


On
April 21, 2021, VersaBank (the “Bank”) announced the offer for sale and pricing of US$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 closed on April 30, 2021. The Notes are 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 the Bank, the Notes will have a floating interest


 




     


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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
net proceeds from the offering of Notes are approximately US$73.7 million, after deducting the initial purchasers’ discounts and
estimated offering expenses payable by the Bank. The Bank expects to use the net proceeds from the sale of the Notes for general corporate
purposes.


 


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.


 


This
material change report does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Bank, nor shall
it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Offers
of the securities were made only by means of a private offering memorandum.


 


Forward
Looking Statements 


 


This
material change report contains statements that constitute “forward-looking statements” and “forward-looking information”
within the meaning of U.S. and Canadian securities laws. Forward-looking statements give the Bank’s current expectations and projections
relating to its financial condition, results of operations, plans, objectives, future performance and business, including the Bank’s
expectations regarding the transactions described in this material change report and the anticipated use of proceeds therefrom, and can
be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include
words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,”
“target,” “strategy,” “continue,” “may,” “will,” “should,” variations
of such words, or other words and terms of similar meaning. All forward-looking statements reflect the Bank’s best judgment and
are based on several factors relating to its operations and business environment, all of which are difficult to predict and many of which
are beyond its control. Such factors include, but are not limited to: the strength of the Canadian economy in general and the strength
of local economies within Canada in which the


 




     


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Bank
conducts operations; the impact of the COVID-19 pandemic; the effects of changes in monetary and fiscal policy, including changes in
interest rate policies of the Bank of Canada; changing global commodity prices; the effects of competition in the markets in which the
Bank operates; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact
of changes in laws and regulations pertaining to financial services; changes in tax laws; technological changes; unexpected judicial
or regulatory proceedings; unexpected change in consumer spending and saving habits; and the Bank’s anticipation of and success
in managing the risks resulting from the foregoing. Forward-looking statements are based on information available to the Bank on the
date hereof, and it does not have, and expressly disclaims, any obligation to publicly release any updates or any changes in its expectations,
or any change in events, conditions, or circumstances on which any forward-looking statement is 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 impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date
of this release.


 


The
foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions, investors and others
should carefully consider the foregoing factors and other uncertainties and potential events. The forward-looking information contained
in the news release, this document, and any related MD&A is presented to assist our shareholders in understanding our financial position
and may not be appropriate for any other purposes. Except as required by securities law, we do not undertake to update any forward-looking
statement that is contained in this document and related MD&A or made from time to time by the Bank or on its behalf.


 


		5.2	Disclosure for Restructuring Transactions



 


Not Applicable.


 


		Item 6	Reliance on subsection 7.1(2) of National
                                            Instrument 51-102



 


Not Applicable.


 


		Item 7	Omitted Information



 


Not Applicable.


 


		Item 8	Executive Officer



 


For
further information, please contact:


 




     


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David Taylor


President & Chief Executive
Officer


Telephone
No: (519) 675-4206


 


Item 9Date of Report April 30, 2021