EXHIBIT
4.9


 


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



 


February 24, 2021


 


		Item 3	News Release



 


A news release
describing the material change was issued on February 24, 2021 through the facilities of Canada News Wire and subsequently filed on SEDAR.


 


		Item 4	Summary of Material Change



 


VersaBank (the
“Bank”) announced that it plans to launch a strong encryption based digital currency (cryptocurrency) represented one-to-one
by a Canadian dollar bank deposit with the Bank, to be known as VCAD.


 


		Item 5	Full Description of Material
Change



 


		5.1	Full Description of Material
Change



 


VersaBank (the
“Bank”) announced that it plans to launch a strong encryption based digital currency (cryptocurrency) represented one-to-one
by a Canadian dollar bank deposit with the Bank, to be known as VCAD. VCAD is expected to be the first digital currency to represent
a fiat currency (i.e. a digital deposit receipt), as well as the first digital currency issued by and backed by deposits with a North
American bank.







VersaBank has entered into a strategic partnership with Stablecorp, a joint venture between Canada’s leading crypto asset manager,
3iQ, and Mavennet, a Canadian leader in blockchain development, to commercially launch VCAD. VCAD is based on VersaBank’s proprietary
banking software and the digital currency issuance processes will be securely managed via VersaVault®, VersaBank subsidiary, DRT
Cyber Inc.’s world leading digital bank vault designed to secure digital assets. The Bank is targeting public availability of VCAD
in the coming months.


 




     


    - 2 -
 


    

Consistent with
VersaBank’s highly efficient, business-to-business model, VCAD will be issued by VersaBank to financial intermediary partners in
exchange for Canadian dollar deposits with the Bank utilizing “smart contracts”, a more highly encrypted iteration of the
Bank’s existing digital deposit contracts. VersaBank’s partners will then offer VCAD directly to individuals and businesses,
who can use them for commerce and redeem them for Canadian dollars at any time.


 


In addition to
VCAD, under their partnership, VersaBank and Stablecorp plan to work together towards the development and launch of “VUS”
and “VEuro”, deposit-based, US dollar and Euro versions of the VersaBank digital currency.


 


FORWARD LOOKING
STATEMENTS


 


The statements
in the news release and this report that relate to the future are forward-looking statements. By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and specific, many of which are out of our control. Risks exist that predictions,
forecasts, projections, and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance
on these forward-looking statements as several important factors could cause actual results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the
strength of the Canadian economy in general and the strength of the local economies within Canada in which we conduct operations; 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 we operate; inflation; capital market fluctuations; the timely development
and introduction of new products in receptive markets; the impact of changes in the laws and regulations pertaining to financial services;
changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and
savings habits; the impact of COVID-19 pandemic and our anticipation of and success in managing the risks implicated by the foregoing.
For a detailed discussion of certain key factors that may affect our future results, please see our annual management’s discussion
and analysis (“MD&A”) for the year ended October 31, 2020.


 


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 the 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.


 




     


    - 3 -
 


    





 


		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:


 


David
Taylor


President
& Chief Executive Officer


Telephone
No: (519) 675-4206


 


		Item 9	Date of Report



 


March 5, 2021