Aloro Mining Corp. — Regulatory Filings 2021

Nov 17, 2021

McCarthy Tétrault LLP PO Box 48, Suite 5300 Toronto-Dominion Bank Tower Toronto ON M5K 1E6 Canada Tel: 416-362-1812 Fax: 416-868-0673

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November 17, 2021

British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan, Securities Division Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Prince Edward Island Securities Office Newfoundland and Labrador Securities Commission Northwest Territories Superintendent of Securities Office of the Yukon Superintendent of Securities Government of Nunavut - Office of the Superintendent of Securities

Dear Sirs/Mesdames:

Re: The Toronto-Dominion Bank (the “Bank”)

We refer you to the pricing supplement of the Bank dated November 17, 2021 (the “ Pricing Supplement ”) to the short form base shelf prospectus of the Bank dated July 15, 2020 relating to the sale of TD Canada Banks 5% AR Index-Linked Autocallable Coupon Notes, Series 1020 due December 8, 2028 of the Bank.

In the Pricing Supplement, reference is made to the opinions of this firm under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”. We hereby consent to being named in the Pricing Supplement and to the use of our opinions therein.

We also confirm that we have read the Pricing Supplement and that we have no reason to believe that there are any misrepresentations in the information contained in the Pricing Supplement that are derived from our opinions referred to above or that are within our knowledge as a result of the services we have performed to render these opinions.

Yours truly,

/s/ McCarthy Tétrault LLP

MTDOCS 43040763