Copperhead Resources Inc. — Capital/Financing Update 2023

May 19, 2023

Pricing Supplement No. 3325 to the Short Form Base Shelf Prospectus dated March 4, 2022 and the Prospectus Supplement thereto dated March 4, 2022.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This pricing supplement together with the short form base shelf prospectus dated March 4, 2022 and the prospectus supplement dated March 4, 2022 to which it relates, as amended or supplemented, and each document incorporated by reference into such prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America or for the account or benefit of U.S. persons.

May 19, 2023

==> picture [184 x 34] intentionally omitted <==

The Bank of Nova Scotia Senior Notes (Principal at Risk Notes) Equity Linked Notes

BNS Canadian Banks Basket Autocallable Notes, Series 326F (CAD) Maximum $30,000,000 (300,000 Notes) Due May 29, 2030

The Bank of Nova Scotia (the “Bank”) is offering up to $30,000,000 BNS Canadian Banks Basket Autocallable Notes, Series 326F (CAD) (the “Notes”). The Notes are principal at risk notes that offer a return linked to the price performance of a notional portfolio (the “Reference Portfolio”) consisting of common shares (each, a “Reference Share” and collectively, the “Reference Shares”) of the following five issuers listed on the Toronto Stock Exchange (the “TSX”) (each, a “Reference Company” and collectively, the “Reference Companies”), equally dollar-weighted as at the Initial Valuation Date:

• Bank of Montreal • The Bank of Nova Scotia • Canadian Imperial Bank of Commerce • The Toronto-Dominion Bank • Royal Bank of Canada

Whether there is a return on the Notes through the Variable Return and whether the Principal Amount is returned at maturity is based on the price performance of the Reference Portfolio. The return on the Notes will not reflect the total return that an investor would receive if such investor owned the Reference Shares of the Reference Companies. The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing Portfolio Price on any Autocall Valuation Date is greater than or equal to the Autocall Price (which is 100.00% of the Initial Portfolio Price). If the Notes are called, holders will receive both the Principal Amount and a Variable Return for the applicable Autocall Valuation Date. The Notes are callable on an annual basis and cannot be automatically called prior to June 5, 2024. See “Valuation Dates, Payment Dates and Call Dates” in this pricing supplement. If the Notes are not automatically called by the Bank, and the Final Portfolio Price on the Final Valuation Date is greater than or equal to the Autocall Price, holders will receive both the Principal Amount and a Variable Return. If the Notes are not automatically called by the Bank, the Notes provide contingent principal protection at maturity if the Final Portfolio Price on the Final Valuation Date is greater than or equal to the Barrier Price (which is 70.00% of the Initial Portfolio Price). If the Final Portfolio Price on the Final Valuation Date is less than the Barrier Price, a holder of the Notes will be fully exposed to any negative price performance of the Reference Portfolio, meaning that substantially all of such holder’s investment may be lost (subject to a minimum principal repayment of $1.00 per Note). Information concerning the Reference Companies and their business and operations can be found on their respective websites and under their respective profiles at www.sedar.com. See Appendix D and “Suitability for Investment” in this pricing supplement.

The Notes described in this pricing supplement will be delivered together with the Bank's short form base shelf prospectus dated March 4, 2022 establishing the Bank’s senior (principal at risk) note program (the “base shelf prospectus”) and a prospectus supplement, which generally describes equity and unit linked notes that may be offered under such program, dated March 4, 2022 (the “product supplement”).

The Notes will not constitute deposits insured under the Canada Deposit Insurance Corporation Act or under any other deposit insurance regime.

An investment in the Notes involves risks. The Notes are not designed to be alternatives to fixed income or money market instruments. The Notes are only appropriate investments for persons who understand the risks associated with structured products and derivatives. The Notes are considered to be “specified derivatives” under applicable Canadian securities laws. An investment in the Notes does not represent a direct or indirect investment in the Reference Shares and investors do not have an ownership or any other interest in respect of the Reference Shares. None of the Bank, the Investment Dealers or any of their respective affiliates, or any other person guarantees that investors in the Notes will receive an amount equal to their original investment (subject to a minimum principal repayment of $1.00 per Note), or guarantees that any return will be paid on the Notes, at or prior to maturity. The Maturity Redemption Amount will depend on the price performance of the Reference Portfolio. An investor could lose substantially all of his or her investment in the Notes (subject to a minimum principal repayment of $1.00 per Note). See “Risk Factors”.

Price: $100.00 per Note

Minimum Subscription: $5,000 (50 Notes)

Per Note ................................................... Total(1)......................................................	Price to Public Investment Dealer Fees(2) Net Proceeds to the Bank
	. $100.00 $0.00 $100.00 . $30,000,000 $0.00 $30,000,000

• (1) Reflects the maximum offering size for the Notes. There is no minimum amount of funds that must be raised under this offering. This means that the Bank could complete this offering after raising only a small proportion of the offering amount set out above.

• (2) There is no selling concession fee payable to the Investment Dealers in respect of the Notes. A fee of up to $0.15 per Note sold (or up to 0.15% of the Principal Amount) will be payable directly by the Bank to Desjardins Securities Inc. at closing for acting as the independent agent.

The expected estimated value of the Notes as of the date of this pricing supplement is $95.86 per $100.00 in Principal Amount, which is less than the price at which the Notes are being offered. The actual value of the Notes at any given time will reflect a variety of factors, cannot be predicted with accuracy and may be less than the estimated value. The estimated value was determined by the Bank on the pricing date of the Notes and is not an indication of actual profit to the Bank or any of its affiliates. See “Determination of Estimated Value” and “Risk Factors” in this pricing supplement and “Estimated Value of the Notes” in the base shelf prospectus.

Prospectus for Notes and Capitalized Terms

The Notes described in this pricing supplement will be issued under the Bank’s senior (principal at risk) note program and will be direct senior unsecured and unsubordinated debt securities. The Notes are described in three separate documents: (1) the base shelf prospectus, which includes the certificate of the dealer at page PS3089 D-1 to PS3089 dated December 20, 2022, (2) the product supplement, and (3) this pricing supplement which contains the specific terms (including pricing information) about the Notes being offered, all of which, collectively, constitute the “prospectus” in respect of such Notes. Each of these documents should be read and considered carefully before a purchaser makes an investment decision in respect of the Notes. See “About this Prospectus for Notes” in the base shelf prospectus. A copy of the prospectus for the Notes will be posted at www.scotianotes.com.

Any capitalized terms used in this pricing supplement and not defined herein have the meaning ascribed to them in the product supplement or the base shelf prospectus, as the case may be.

Documents Incorporated by Reference

This pricing supplement is deemed to be incorporated by reference into the base shelf prospectus solely for the purpose of the Notes issued hereunder. Other documents are also incorporated or deemed to be incorporated by reference into the base shelf prospectus and reference should be made to the base shelf prospectus for full particulars.

Any statement contained or contemplated in a document incorporated or deemed to be incorporated by reference in the base shelf prospectus or in this pricing supplement will be deemed to be modified or superseded for purposes of this pricing supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in the base shelf prospectus or in this pricing supplement modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this pricing supplement.

Marketing Materials

The marketing materials in respect of the Notes dated the date hereof and filed with the securities regulatory authorities in each province and territory of Canada are specifically incorporated by reference into this pricing supplement. Any additional marketing materials (as defined in National Instrument 41-101 - General Prospectus Requirements) filed with the securities commission or similar authority in each of the provinces and territories of Canada in connection with this offering on or after the date hereof but prior to the termination of the distribution of the Notes under this pricing supplement (including any amendments to, or an amended version of, the marketing materials) are deemed to be incorporated by reference herein. Any marketing materials are not part of this pricing supplement to the extent that the contents of the marketing materials have been modified or superseded by a statement contained in an amendment to this pricing supplement.

Forward-looking Statements

From time to time, the Bank’s public communications include oral or written forward-looking statements. Statements of this type may be included in this document, and may be included in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission, or in other communications. In addition, representatives of the Bank may include forward-looking statements orally to analysts, investors, the media and others. All such statements are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may include, but are not limited to, statements made in this document, the Management’s Discussion and Analysis in the Bank’s 2022 Annual Report under the headings “Outlook” and in other statements regarding the Bank’s objectives, strategies to achieve those objectives, the regulatory environment in which the Bank operates, anticipated financial results, and the outlook for the Bank’s businesses and for the Canadian, U.S. and global economies. Such statements are typically identified by words or phrases such as “believe,” “expect,” “foresee,” “forecast,” “anticipate,” “intend,” “estimate,” “plan,” “goal,” “target,” “project,” “commit,” “objective,” and similar expressions of future or conditional verbs, such as “will,” “may,” “should,” “would,” “might,” “can” and “could” and positive and negative variations thereof.

PS3325-2

By their very nature, forward-looking statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that the Bank’s predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that the Bank’s assumptions may not be correct and that the Bank’s financial performance objectives, vision and strategic goals will not be achieved.

The Bank cautions readers not to place undue reliance on these statements as a number of risk factors, many of which are beyond the Bank’s control and effects of which can be difficult to predict, could cause the Bank’s actual results to differ materially from the expectations, targets, estimates or intentions expressed in such forward-looking statements.

The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic and market conditions in the countries in which the Bank operates; changes in currency and interest rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the failure of third parties to comply with their obligations to the Bank and its affiliates; changes in monetary, fiscal, or economic policy and tax legislation and interpretation; changes in laws and regulations or in supervisory expectations or requirements, including capital, interest rate and liquidity requirements and guidance, and the effect of such changes on funding costs; changes to the Bank’s credit ratings; the possible effects on the Bank’s business of war or terrorist actions and unforeseen consequences arising from such actions; operational and infrastructure risks; reputational risks; the accuracy and completeness of information the Bank receives on customers and counterparties; the timely development and introduction of new products and services, and the extent to which products or services previously sold by the Bank require the Bank to incur liabilities or absorb losses not contemplated at their origination; the Bank’s ability to execute its strategic plans, including the successful completion of acquisitions and dispositions, including obtaining regulatory approvals; critical accounting estimates and the effect of changes to accounting standards, rules and interpretations on these estimates; global capital markets activity; the Bank’s ability to attract, develop and retain key executives; the evolution of various types of fraud or other criminal behaviour to which the Bank is exposed; disruptions in or attacks (including cyber-attacks) on the Bank's information technology, internet, network access, or other voice or data communications systems or services; increased competition in the geographic and in business areas in which the Bank operates, including through internet and mobile banking and non-traditional competitors; exposure related to significant litigation and regulatory matters; climate change and other environmental and social risks, including sustainability that may arise, including from the Bank's business activities; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; inflationary pressures; Canadian housing and household indebtedness; the emergence of widespread health emergencies or pandemics, including the magnitude and duration of the COVID-19 pandemic and its impact on the global economy, financial market conditions and the Bank’s business, results of operations, financial condition and prospects; and the Bank’s anticipation of and success in managing the risks implied by the foregoing. A substantial amount of the Bank’s business involves making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or countries could have a material adverse effect on the Bank’s financial results, businesses, financial condition or liquidity. These and other factors may cause the Bank’s actual performance to differ materially from that contemplated by forward-looking statements. The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank’s results, for more information, please see the “Risk Management” section of the Bank’s 2022 Annual Report, as may be updated by quarterly reports.

Material economic assumptions underlying the forward-looking statements are set out in the 2022 Annual Report under the headings “Outlook”, as updated by quarterly reports. The “Outlook” and “2023 Priorities” sections are based on the Bank’s views and the actual outcome is uncertain. Readers should consider the above-noted factors when reviewing these sections. When relying on forward-looking statements to make decisions with respect to the Bank and its securities, investors and others should carefully consider the preceding factors, other uncertainties and potential events.

Any forward-looking statements contained in the 2022 Annual Report represent the views of management only as of the date thereof and are presented for the purpose of assisting the Bank's shareholders and analysts in understanding the Bank's financial position, objectives and priorities, and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. Except as required by law, the Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf.

Trademark Notice

™ Trademark of The Bank of Nova Scotia, used under license (where applicable). Scotiabank is a marketing name for the global corporate and investment banking and capital markets businesses of The Bank of Nova Scotia and certain of its affiliates in the countries where they operate including Scotia Capital Inc. (Member-Canadian Investor Protection Fund and regulated by the Investment Industry Regulatory Organization of Canada). Important legal information may be accessed at https://www.gbm.scotiabank.com/en/legal.html. Products and services described are available only by Scotiabank licensed entities in jurisdictions where permitted by law. This information is not directed to or intended for use by any person resident or located in any country where its distribution is contrary to its laws. Not all products and services are offered in all jurisdictions.

PS3325-3

The Bank of Nova Scotia

Senior Notes (Principal at Risk Notes) Equity Linked Notes

BNS Canadian Banks Basket Autocallable Notes, Series 326F (CAD) Maximum $30,000,000 (300,000 Notes) Due May 29, 2030

Issuer

The Bank of Nova Scotia (the “Bank”).

Investment Dealers

Scotia Capital Inc. and Desjardins Securities Inc.

Desjardins Securities Inc., a dealer to which the Bank is neither related nor connected, participated in the due diligence activities performed by the Investment Dealers in respect of the offering, but did not participate in the structuring and pricing of the offering or the calculation of, or review the calculation of, the initial estimated value of the Notes. See “Plan of Distribution” in the base shelf prospectus.

Issue Size

Maximum $30,000,000 (300,000 Notes). The Bank reserves the right to change the maximum Issue Size in its sole and absolute discretion.

Principal Amount

$100.00 per Note (the “Principal Amount”).

Issue Date

The Notes will be issued on or about June 5, 2023, or such other date as may be agreed between the Bank and the Investment Dealers.

CUSIP

064164MK9.

Fundserv Code

SSP4098.

Notes may be purchased through dealers and other firms that facilitate purchase and related settlement through a clearing and settlement service operated by Fundserv. See “Listing and Secondary Market”.

Issue Price

100.00% of the Principal Amount.

Maturity Date

May 29, 2030 (approximately a 7 year term) (the “Maturity Date”), subject to the Notes being automatically called (i.e., redeemed) by the Bank. See “Description of Equity and Unit Linked Notes – Maturity Date” and “Description of Equity and Unit Linked Notes – Amounts Payable” in the product supplement.

Autocall

The Notes will be automatically called (i.e., redeemed) by the Bank and a Variable Return will be paid to holders if the Closing Portfolio Price on any Autocall Valuation Date is greater than or equal to the Autocall Price. The Notes are callable on an annual basis and cannot be automatically called prior to June 5, 2024. See “Valuation Dates, Payment Dates and Call Dates”. If the Closing Portfolio Price on any Autocall Valuation Date is not greater than or equal to the Autocall Price, the Notes will not be automatically called by the Bank and the Variable Return will not be paid to holders in respect of such Autocall Valuation Date.

Autocall Price

100.00% of the Initial Portfolio Price.

Minimum Investment

$5,000 (50 Notes).

PS3325-4

Status/Rank

The Notes will be direct senior unsecured and unsubordinated obligations of the Bank and will rank equally with all other present and future direct senior unsecured and unsubordinated indebtedness of the Bank, subject to certain priorities under applicable law.

Credit Rating

As of the date of this pricing supplement, the Bank’s direct senior unsecured and unsubordinated obligations with a term to maturity of one year or more were rated AA by DBRS Limited, A+ by Standard & Poor’s, AA by Fitch Ratings and Aa2 by Moody’s Investors Service, Inc. However, the Notes have not been and will not be rated by any credit rating organization. There can be no assurance that if the Notes were specifically rated by these rating agencies that they would have the same rating as the Bank’s unsecured and unsubordinated obligations with a term to maturity of one year or more. A rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.

Reference Portfolio, Reference Shares and Weighting

Whether there is a return on the Notes through the Variable Return and whether the Principal Amount is returned at maturity is based on the price performance of the Reference Portfolio consisting of the Reference Shares of the Reference Companies, equally dollar-weighted as at the Initial Valuation Date. The Reference Companies that will comprise the Reference Portfolio, the current trading symbols of the Reference Shares on the relevant Exchange and the dollar-weighting of the Reference Shares of each of the Reference Companies in the Reference Portfolio on the Initial Valuation Date are as follows:

Issuer	Trading Symbol	Exchange	Reference Share Weights in the Reference Portfolio on the Initial Valuation Date
Bank of Montreal	BMO	TSX	20.00%
Canadian Imperial Bank of Commerce	CM	TSX	20.00%
Royal Bank of Canada	RY	TSX	20.00%
The Bank of Nova Scotia	BNS	TSX	20.00%
The Toronto-Dominion Bank	TD	TSX	20.00%

The composition of the Reference Portfolio will not be adjusted during the term of the Notes to maintain the dollar-weighting of the Reference Shares as at the Initial Valuation Date and is subject to adjustment for a Reference Share that may be made upon the occurrence of any special circumstances including a Merger Event, Tender Offer, Substitution Event or an Extraordinary Event. See “Special Circumstances” in this pricing supplement.

Brief descriptions of the Reference Companies and the historical trading prices of the Reference Shares are set out under Appendix D to this pricing supplement. Investors can obtain additional information concerning the Reference Companies and their business and operations on their respective websites and under their respective profiles at www.sedar.com or through their advisors.

The Notes do not represent a direct or indirect investment in the Reference Shares and holders will have no right or entitlement to the Reference Shares, including voting rights or the right to receive any dividends, distributions or other income or amounts accruing or paid thereon. The Price Return reflects the price appreciation or depreciation of the Reference Portfolio. The weighted average annual dividend yield of the Reference Portfolio as of April 28, 2023 was 5.00%, representing an aggregate dividend yield of approximately 40.71% annually compounded over the approximately 7 year term of the Notes on the assumption that the dividends paid on the Reference Shares of the Reference Companies remain constant. There is no requirement for the Bank to hold any interest in the Reference Shares or the Reference Companies.

The decision to offer the Notes pursuant to this pricing supplement has been taken independently of any decision by the Bank to purchase the Reference Shares of the Reference Companies in the primary or secondary market. Except with respect to any hedging activities in which the Bank engages with respect to its obligations under the Notes, any decision by the Bank to purchase the Reference Shares of the Reference Companies in the primary or the secondary market will have been taken independently of the Bank’s decision to offer the Notes pursuant to this pricing supplement. The Bank’s employees involved in the structuring and the decision to offer the Notes are not privy to any non-public information regarding either primary or secondary market purchases of the Reference Shares of the Reference Companies made by the Bank in connection with any primary distribution made by the Reference Companies.

Initial Valuation Date

June 5, 2023, provided that if such day is not an Exchange Business Day then the Initial Valuation Date will be the first succeeding day that is an Exchange Business Day, subject to the occurrence of any special circumstances (see “Special Circumstances” in this pricing supplement).

Final Valuation Date

May 23, 2030 , provided that if such day is not an Exchange Business Day then the Final Valuation Date will be the immediately preceding Exchange Business Day, subject to the Notes being automatically called and the occurrence of any special circumstances (see “Special Circumstances” in this pricing supplement).

PS3325-5

Valuation Dates, Payment Dates and Call Dates

The specific Valuation Dates, Payment Dates and Call Dates for the Notes will be as indicated in the table below, subject to the occurrence of any special circumstances (see “Special Circumstances” in this pricing supplement) and the Notes being automatically called by the Bank. The Notes are callable on an annual basis and cannot be automatically called by the Bank prior to June 5, 2024.

Period	Valuation Date	Payment Date/ Call Date
1	May 30, 2024 (the “2024 Autocall Valuation Date”)	June 5, 2024
2	May 30, 2025 (the “2025 Autocall Valuation Date”)	June 5, 2025
3	June 1, 2026 (the “2026 Autocall Valuation Date”)	June 5, 2026
4	June 1, 2027 (the “2027 Autocall Valuation Date”)	June 7, 2027
5	May 23, 2028 (the “2028 Autocall Valuation Date”)	May 29, 2028
6	May 23, 2029 (the “2029 Autocall Valuation Date”)	May 29, 2029
7	May 23, 2030 (the “Final Valuation Date”)	May 29, 2030 (Maturity Date)

Each of the Valuation Dates (other than the Final Valuation Date) is an “Autocall Valuation Date”. Unless the Notes are automatically called by the Bank prior to maturity, the Maturity Date is the last Payment Date. If the Notes are automatically called (i.e., redeemed) by the Bank on any Call Date prior to the Maturity Date, the Notes will be cancelled, all amounts due shall be paid to holders on the applicable Payment Date and holders will not be entitled to receive any subsequent payments in respect of the Notes.

If an Autocall Valuation Date is not an Exchange Business Day then the Autocall Valuation Date will be the immediately preceding Exchange Business Day, subject to the occurrence of any special circumstances (see “Special Circumstances” in this pricing supplement). If a Payment Date, a Call Date or the Maturity Date is not a Business Day then the related payment the Bank is obligated to make on such day, if any, will be paid to the holder on the immediately following Business Day, subject to the occurrence of any special circumstances (see “Special Circumstances” in this pricing supplement), and no interest shall be paid in respect of such delay.

Variable Return

The Variable Return, if any, applicable to each respective Valuation Date will be calculated using the following formula:

Principal Amount × (Fixed Return + Additional Return)

The Additional Return, if any, is equal to 5.00% of the amount by which the Price Return on the applicable Valuation Date exceeds the applicable Fixed Return, calculated using the formula below:

5.00% × (Price Return − Fixed Return)

If the Price Return on the applicable Valuation Date is equal to or less than the applicable Fixed Return, no Additional Return will be paid on the Notes.

The Fixed Return used in the calculation of the Variable Return, if any, and the calculation of the Additional Return, if any, for each Valuation Date will be as follows:

Valuation Date	Fixed Return	Additional Return (if Price Return exceeds Fixed Return)
2024 Autocall Valuation Date 2025 Autocall Valuation Date 2026 Autocall Valuation Date 2027 Autocall Valuation Date 2028 Autocall Valuation Date 2029 Autocall Valuation Date Final Valuation Date	13.50%	5.00%×(Price Return−13.50%)
	27.00%	5.00%×(Price Return−27.00%)
	40.50%	5.00%×(Price Return−40.50%)
	54.00%	5.00%×(Price Return−54.00%)
	67.50%	5.00%×(Price Return−67.50%)
	81.00%	5.00%×(Price Return−81.00%)
	94.50%	5.00%×(Price Return−94.50%)

The Fixed Return for the 2024 Autocall Valuation Date, the 2025 Autocall Valuation Date, the 2026 Autocall Valuation Date, the 2027 Autocall Valuation Date, the 2028 Autocall Valuation Date, the 2029 Autocall Valuation Date and the Final Valuation Date is equal to an annualized return of 13.50%, 12.69%, 12.00%, 11.40%, 10.87%, 10.39% and 9.97%, respectively.

Maturity Redemption Amount

Holders of record will be entitled to an amount payable per Note if the Notes are automatically called by the Bank, or at maturity, as the case may be (in each case, the “Maturity Redemption Amount”) as calculated by the Calculation Agent in accordance with the applicable formula below:

PS3325-6

• If the Closing Portfolio Price on an Autocall Valuation Date or the Final Valuation Date is greater than or equal to the Autocall Price, the Maturity Redemption Amount will equal:

• Principal Amount + Variable Return

• If the Final Portfolio Price on the Final Valuation Date is less than the Autocall Price but greater than or equal to the Barrier Price, the Maturity Redemption Amount will equal:

• Principal Amount

• If the Final Portfolio Price on the Final Valuation Date is less than the Barrier Price, the Maturity Redemption Amount will equal:

• Principal Amount + (Principal Amount × Price Return)

The Maturity Redemption Amount will be substantially less than the Principal Amount invested by an investor if the Final Portfolio Price on the Final Valuation Date is less than the Barrier Price. The Maturity Redemption Amount will be subject to a minimum principal repayment of $1.00 per Note. The return on the Notes will not reflect the total return that an investor would receive if such investor owned the Reference Shares of the Reference Companies.

Certain dollar amounts will be rounded to the nearest whole cent. See Appendix A to this pricing supplement for a diagram of the return profile for the Notes and Appendix B for hypothetical examples showing how the Maturity Redemption Amount and the Variable Return would be determined and calculated based on certain hypothetical values and assumptions.

Barrier Price

70.00% of the Initial Portfolio Price.

Price Return

The Price Return is the weighted average of the Share Returns of the Reference Shares of the Reference Companies, expressed as a percentage (which can be zero, positive or negative).

Share Return

The Share Return for each Reference Share on a given day (each of which can be zero, positive or negative) will be an amount expressed as a percentage calculated by the Calculation Agent in accordance with the following formula:

(Closing Share Price − Initial Share Price) ÷ Initial Share Price

If such Share Return is negative, there is no floor for the Reference Share’s negative contribution to the Price Return of the Reference Shares in the Reference Portfolio.

Closing Share Price

The official closing price or value of the applicable Reference Share on a given day as calculated and announced by the Exchange on an Exchange Business Day.

Initial Share Price

The Closing Share Price on the Initial Valuation Date.

Final Share Price

The Closing Share Price on an Autocall Valuation Date or the Final Valuation Date, as the case may be.

Closing Portfolio Price

The Closing Portfolio Price is one plus the sum of the weighted Share Returns of each of the Reference Shares of the Reference Companies as calculated by the Calculation Agent, on a given day, multiplied by $100.00.

Initial Portfolio Price

The Initial Portfolio Price is $100.00.

Final Portfolio Price

The Closing Portfolio Price on an Autocall Valuation Date or the Final Valuation Date, as the case may be.

Fees and Expenses

There is no selling concession fee payable to the Investment Dealers in respect of the Notes. A fee of up to $0.15 per Note sold (or up to 0.15% of the Principal Amount) will be payable directly by the Bank to Desjardins Securities Inc. at closing for acting as the independent agent. The payment of these fees will not reduce the amount on which the Maturity Redemption Amount payable on the Notes is calculated.

PS3325-7

Determination of Estimated Value

The Notes are debt securities, the return on which is linked to the price performance of the Reference Shares of the Reference Companies in the Reference Portfolio. In order to satisfy its payment obligations under the Notes, the Bank may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) on or before the Initial Valuation Date with Scotia Capital Inc. or one of the Bank’s other subsidiaries, or with a third party, but is under no obligation to do so. The terms of any such hedging arrangements would, if entered into, take into account a number of factors, including the creditworthiness of the Bank, interest rate movements, the volatility of the Reference Shares, and the tenor of the Notes.

The Issue Price of the Notes also reflects the Bank’s expected profit (which may or may not be realized) based on an estimate of costs the Bank may incur in creating, issuing, maintaining and potentially hedging its obligations under the Notes. These factors result in the estimated value for the Notes on the date of this pricing supplement being less than the Issue Price of the Notes. See “Risk Factors” in this pricing supplement and “Estimated Value of the Notes” in the base shelf prospectus.

The Bank has adopted written policies and procedures for determining the estimated initial value of the Notes which include: (i) the methodologies used for valuing each type of component embedded in the Notes, (ii) the methods by which the Bank will review and test valuation to assess the quality of the prices obtained as well as the general functioning of the valuation process, and (iii) conflicts of interest.

Listing and Secondary Market

The Notes will not be listed on any exchange or marketplace. Scotia Capital Inc. will use reasonable efforts under normal market conditions to provide a daily secondary market for the sale of the Notes but reserves the right to elect not to do so at any time in the future, in its sole and absolute discretion, without prior notice to holders. Under no circumstances will Scotia Capital Inc. provide a secondary market for the Notes on or following an Autocall Valuation Date or the Final Valuation Date, as the case may be, if the Notes will be redeemed by the Bank at or prior to maturity, including as a result of the occurrence of an Extraordinary Event. See “Risk Factors Relating to the Secondary Market” in the product supplement and “Secondary Market for Notes” in the base shelf prospectus.

The sale of a Note in a secondary market (if any such secondary market exists at such time) prior to the Maturity Date will be effected at a price equal to (i) the bid price on the sale date, less (ii) any transaction charges that may or may not be levied by the relevant selling agent. The Notes may in certain circumstances be transferable through CDS and not the Fundserv network. There is no guarantee that the bid price at any time will be the highest possible price available in any secondary market for the Notes, and the actual price received by a holder and the selling terms for such secondary market sales may be varied by the relevant selling agent.

Special Circumstances

See the “Special Circumstances” section in the product supplement for a description of certain special circumstances, including a Merger Event, a Tender Offer, a Substitution Event, a Market Disruption Event and an Extraordinary Event, which may result in an adjustment to the terms of the Notes, the Reference Shares or the calculation or timing of payments due on the Notes, or the early redemption of the Notes.

Calculation Agent

Scotia Capital Inc.

Eligibility for Investment

Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs, TFSAs and FHSAs. See “Eligibility for Investment” in Appendix C to this pricing supplement.

Tax Information

This income tax summary is subject to the limitations and qualifications set out under the heading “Certain Canadian Federal Income Tax Considerations” in Appendix C to this pricing supplement.

A Resident Initial Investor should not be required to include amounts in income in respect of a Note prior to the determination of: (i) the Maturity Redemption Amount payable on the Note in the event that the Note is automatically called by the Bank or at maturity (as applicable), or (ii) an Accelerated Payment upon the occurrence of an Extraordinary Event. Absent the occurrence of an Extraordinary Event, a Resident Initial Investor will be required to include in its income for the taxation year in which the Maturity Redemption Amount becomes determinable the amount, if any, by which the Maturity Redemption Amount exceeds the Principal Amount of the Notes to the extent that such excess was not included in the Resident Initial Investor’s income for a preceding taxation year. If the Maturity Redemption Amount is less than the Principal Amount of the Notes, the Resident Initial Investor will generally realize a capital loss on the redemption of the Notes.

In general, where an investor assigns or transfers a debt obligation (other than as a consequence of a repayment of the debt obligation), any interest that has accrued on the debt obligation up to the date of disposition will be included in the investor’s income as interest for the taxation year in which the transfer occurs (to the extent that it has not otherwise been included in the investor’s income for that year or a previous year) and excluded from the investor’s proceeds of disposition of the debt obligation. Where a Resident Initial Investor assigns or transfers a Note (other than as a consequence of a repayment or redemption of the Note), the Resident Initial Investor will be required to include in its income as accrued interest, an amount equal to the amount, if any, by which the price for which the Note was assigned or transferred exceeds the Principal Amount of the Note.

A Resident Initial Investor who disposes of, or is deemed to dispose of, a Note will generally realize a capital loss to the extent that the proceeds of disposition, net of any amount included in income as interest, are less than the aggregate of the Resident Initial Investor’s adjusted cost base of the Note and any reasonable costs of disposition. Resident Initial Investors who dispose of Notes other than as a consequence of the repayment or redemption of the Notes by the Bank should consult their tax advisors with respect to their particular circumstances.

PS3325-8

Performance Disclosure

Ongoing information about the performance of the Notes will be available on the Bank’s structured products website (www.scotianotes.com).

Suitability for Investment

Investors should independently determine, with their own advisors, whether an investment in the Notes is suitable for them having regard to their own investment objectives and expectations and the risk factors described under “Risk Factors” in this pricing supplement, the base shelf prospectus and the product supplement. The Notes may be suitable for investors:

• who have an investment strategy consistent with the features of the Notes;

• seeking the opportunity for an enhanced return over other traditional equity or fixed rate investments and who are prepared to assume the risks associated with an investment linked to equity markets, in particular the Reference Shares of the Reference Companies;

• who are comfortable that the return on the Notes is calculated using the price performance of the Reference Portfolio only. As such, an investment in the Notes is not the same as making a direct or indirect investment in the Reference Shares, including the fact that an investor will not have the right to receive any dividends, distributions or other income or amounts accruing or paid on the Reference Shares;

• who are comfortable with the return on the Notes being linked to the price performance of the Reference Portfolio measured on the Initial Valuation Date and on the Final Valuation Date or an Autocall Valuation Date only, and are willing to forego all dividends, distributions and other income and amounts accruing or paid in respect of the Reference Shares;

• with an investment horizon equivalent to the approximately 7 year term of the Notes who are prepared to hold the Notes to maturity, but who are willing to assume the risk that the Notes will be automatically called (i.e., redeemed) by the Bank prior to the Maturity Date if the Closing Portfolio Price is greater than or equal to the Autocall Price on an Autocall Valuation Date;

• willing to assume the risk of losing substantially all of their investment (subject to a minimum principal repayment of $1.00 per Note) if the Final Portfolio Price on the Final Valuation Date is less than the Barrier Price;

• who have carefully considered the risks associated with an investment in the Notes; and

• willing to assume the credit risk of the Bank.

Risk Factors

Risk factors relating to the Notes include but are not limited to the following and those described in the product supplement and the base shelf prospectus under “Risk Factors”:

• the Notes are subject to an annual automatic call feature and will be redeemed by the Bank prior to the Maturity Date if the Closing Portfolio Price on an Autocall Valuation Date is greater than or equal to the Autocall Price. If the Notes are automatically called, investors will not participate in the appreciation of the Reference Portfolio that might have occurred had the Notes not been called and will not be entitled to receive any subsequent payments in respect of the Notes;

• there may be no return payable on the Notes at maturity (subject to a minimum principal repayment of $1.00 per Note). There will be no interest or other payments made during the term of the Notes and there can be no assurance that the Closing Portfolio Price will be greater than or equal to the Autocall Price on any Autocall Valuation Date or on the Final Valuation Date, as the case may be;

• the Notes offer contingent principal protection based on the Final Portfolio Price on the Final Valuation Date only. If the Final Portfolio Price on the Final Valuation Date is less than the Barrier Price, an investor will be fully exposed to any negative price performance of the Reference Portfolio, meaning that substantially all of such investor’s investment may be lost (subject to a minimum principal repayment of $1.00 per Note);

• the Maturity Redemption Amount and the Variable Return that may be payable on the Notes are linked to the weighted average of the Share Returns (each of which can be zero, positive or negative). Investors should realize that there is a possibility that the Maturity Redemption Amount may be substantially less than the Principal Amount invested by an investor and that no Variable Return may be payable on the Notes. There is no (i) floor on any Reference Share’s negative contribution to the Price Return of the Reference Shares in the Reference Portfolio if the Share Return for such Reference Share is negative or (ii) cap on any Reference Share’s positive contribution to the Price Return of the Reference Shares in the Reference Portfolio if the Share Return for such Reference Share is positive. Sufficiently weak performance by one or more Reference Shares can offset any positive performance of the Reference Shares in the Reference Portfolio resulting in the possibility that substantially all of an investor’s investment may be lost (subject to a minimum principal repayment of $1.00 per Note) and no Variable Return may be payable. See “Maturity Redemption Amount”;

• the return on the Notes could be adversely affected by a variety of factors that influence the equities market generally and could impact the value of the Reference Shares, the Closing Share Prices and the performance of the Reference Portfolio, and which are beyond the control of the Bank and the Investment Dealers, including political, geopolitical, economic, financial, social and other factors, as well as, the level of inflation, changes in interest rates and currency exchange rates, economic downturns, volatility in domestic and global financial markets, epidemics, pandemics or other public health emergencies, international or regional conflicts or wars, and various other circumstances that could influence the value of the securities in a specific market segment, industry or sector, or of a particular issuer including, corporate developments and earnings, and regulatory changes;

• the return on the Notes may be affected by specific risk factors associated with a direct investment in the Reference Shares to the extent such risk factors could adversely affect the performance of the Reference Shares. An investor should consult documents made publicly

PS3325-9

available by the Reference Companies at www.sedar.com for a description of the risks applicable to the Reference Shares and the Reference Companies;

• since the Notes are linked to a Reference Portfolio that is concentrated in a particular sector or sectors and/or industry to a greater or lesser degree, the Notes offer less diversification and increased concentration risk, and the prices of the Reference Shares may experience higher volatility as compared to an investment linked to a more broadly diversified index or basket of securities. Adverse developments in the particular sector or sectors and/or industry in which the Reference Portfolio is concentrated may cause the Reference Shares in the Reference Portfolio to underperform relative to indices or baskets of securities that invest more broadly across other industries;

• the common shares of the Bank are included in the Reference Portfolio and the decisions and actions of the board of directors and management of the Bank will not take into account the effect, if any, of such decisions and actions on the Reference Portfolio or on investors’ interests generally;

• the Notes have not been rated and will not be insured by the Canada Deposit Insurance Corporation or any other entity and therefore the payments to investors will be dependent upon the financial health and creditworthiness of the Bank;

• none of the Bank, the Investment Dealers or any of their respective affiliates or associates have performed and will not perform any due diligence investigation or review of the Reference Companies or the Reference Shares. Information in this pricing supplement relating to the Reference Companies and the Reference Shares is derived from publicly available sources. None of the Bank, the Investment Dealers or any of their respective affiliates or associates have independently verified, nor do they make any representation regarding, the accuracy or completeness of the public information relating to the Reference Companies or the Reference Shares (other than the Bank and the Reference Shares of the Bank). Prospective investors should undertake their own independent investigation of the Reference Companies and the Reference Shares in order to make an informed decision as to the merits of an investment in the Notes; and

• the estimated initial value of the Notes indicated on the cover page of this pricing supplement was determined on the pricing date of the Notes using the Bank’s internal pricing models which take into account a number of variables and assumptions about future events that may prove to be incorrect, including expectations as to dividends, distributions, interest rates and volatility, the Bank’s internal funding rates (which may differ from the market rates for the Bank’s conventional debt securities), and the expected term of the Notes. As a result, the actual value an investor would receive if they sold the Notes in any secondary market (if any exists) at any time, should be expected to differ materially from the estimated value of the Notes determined on the pricing date of the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, an investor should be able and willing to hold the Notes to the Maturity Date. See “Determination of Estimated Value” in this pricing supplement and “Estimated Value of the Notes” in the base shelf prospectus.

Investors should carefully consider with their advisors all of the information set out in the prospectus before making any potential investment in the Notes. In particular, investors should evaluate the key risks highlighted above as well as the risks described under “Risk Factors” in the base shelf prospectus and under “Risk Factors” in the product supplement.

PS3325-10

Appendix A

Diagram of the Return Profile for the Notes

The diagram below is provided for illustration purposes only. This diagram demonstrates the payment on the Notes based on certain hypothetical Closing Portfolio Prices and assumptions and “$” refers to the relevant currency for the specific hypothetical dollar amounts. There can be no assurance that any specific return will be achieved on the Notes. All examples assume that an investor has purchased the Notes with an aggregate principal amount of $100.00, holds the Notes until the applicable Autocall Valuation Date or Final Valuation Date, as the case may be, and that no special circumstances have occurred during the term of the Notes (see “Special Circumstances” in this pricing supplement).

==> picture [484 x 516] intentionally omitted <==

PS3325 A-1

Appendix B

Hypothetical Examples

The following hypothetical examples show how the Variable Return and Maturity Redemption Amount would be calculated and determined based on certain hypothetical values and assumptions that are set out below. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Reference Shares of the Reference Companies or the return that an investor might realize on the Notes. The return on the Notes will be calculated based on the price performance of the Reference Portfolio. Certain dollar amounts are rounded to the nearest whole cent and “$” refers to the relevant currency for the specific hypothetical dollar amounts and hypothetical prices that the context requires.

Hypothetical values for calculations:

Initial Portfolio Price:	$100.00
Barrier Price:	70.00% of the Initial Portfolio Price = 70.00%×$100.00 = $70.00
Autocall Price:	100.00% of the Initial Portfolio Price = 100.00%×$100.00 = $100.00

Example #1 - The Notes are not automatically called as the Closing Portfolio Price on each Autocall Valuation Date is less than the Autocall Price. The Final Portfolio Price on the Final Valuation Date is less than the Barrier Price and no Variable Return is payable.

	2024 Autocall Valuation Date	2025 Autocall Valuation Date	2026 Autocall Valuation Date	2027 Autocall Valuation Date	2028 Autocall Valuation Date	2029 Autocall Valuation Date	Final Valuation Date
Closing Portfolio Price:	$94.95	$85.99	$85.00	$89.00	$83.00	$92.00	$50.33 (Final Portfolio Price)
Price Return:	−5.05% (actual)	−14.01% (actual)	−15.00% (actual)	−11.00% (actual)	−17.00% (actual)	−8.00% (actual)	−49.67% (actual)
Maturity Redemption Amount:	N/A	N/A	N/A	N/A	N/A	N/A	$50.33 per Note

Since the Final Portfolio Price on the Final Valuation Date is less than the Barrier Price, the Maturity Redemption Amount is calculated as follows:

Principal Amount + (Principal Amount × Price Return)

$100.00 + ($100.00 × −49.67%) = $50.33 per Note

In this example, since the Final Portfolio Price on the Final Valuation Date is less than the Autocall Price, no Variable Return is payable.

An investor would receive a Maturity Redemption Amount of $50.33 per Note on the Maturity Date, which is equivalent to an annual compound rate of return of approximately −9.34% per Note.

Example #2 - The Notes are not automatically called as the Closing Portfolio Price on each Autocall Valuation Date is less than the Autocall Price. The Final Portfolio Price on the Final Valuation Date is less than the Autocall Price, but greater than or equal to the Barrier Price and no Variable Return is payable.

	2024 Autocall Valuation Date	2025 Autocall Valuation Date	2026 Autocall Valuation Date	2027 Autocall Valuation Date	2028 Autocall Valuation Date	2029 Autocall Valuation Date	Final Valuation Date
Closing Portfolio Price:	$94.95	$85.99	$85.00	$89.00	$83.00	$92.00	$89.30 (Final Portfolio Price)
Price Return:	−5.05% (actual)	−14.01% (actual)	−15.00% (actual)	−11.00% (actual)	−17.00% (actual)	−8.00% (actual)	−10.70% (actual)
Maturity Redemption Amount:	N/A	N/A	N/A	N/A	N/A	N/A	$100.00 per Note

Since the Final Portfolio Price on the Final Valuation Date is less than the Autocall Price, but greater than the Barrier Price, the Maturity Redemption Amount is calculated as follows:

Principal Amount = $100.00 per Note

In this example, since the Final Portfolio Price on the Final Valuation Date is less than the Autocall Price, no Variable Return is payable.

An investor would receive a Maturity Redemption Amount of $100.00 per Note on the Maturity Date, which is equivalent to an annual compound rate of return of 0.00% per Note.

PS3325 B-1

Example #3 - The Notes are not automatically called as the Closing Portfolio Price on each Autocall Valuation Date is less than the Autocall Price. The Final Portfolio Price on the Final Valuation Date is greater than or equal to the Autocall Price and a Variable Return is payable consisting of a Fixed Return only. No Additional Return is payable as the Price Return is less than or equal to the Fixed Return.

	2024 Autocall Valuation Date	2025 Autocall Valuation Date	2026 Autocall Valuation Date	2027 Autocall Valuation Date	2028 Autocall Valuation Date	2029 Autocall Valuation Date	Final Valuation Date
Closing Portfolio Price:	$94.95	$85.99	$85.00	$89.00	$83.00	$92.00	$106.00 (Final Portfolio Price)
Price Return:	−5.05% (actual)	−14.01% (actual)	−15.00% (actual)	−11.00% (actual)	−17.00% (actual)	−8.00% (actual)	6.00% (actual)
Maturity Redemption Amount:	N/A	N/A	N/A	N/A	N/A	N/A	$194.50 per Note

Since the Final Portfolio Price on the Final Valuation Date is greater than the Autocall Price, the Maturity Redemption Amount is calculated as follows:

Principal Amount + Variable Return

Principal Amount + [Principal Amount × (Fixed Return + Additional Return)]

$100.00 + [$100.00 × (94.50% + 0.00%)] = $194.50 per Note

In this example, since the Price Return (6.00%) is less than the Fixed Return (94.50%), no Additional Return is payable.

An investor would receive a Maturity Redemption Amount of $194.50 per Note on the Maturity Date, which is equivalent to an annual compound rate of return of approximately 9.97% per Note.

Example #4 - The Notes are not automatically called on the 2024 or 2025 Autocall Valuation Dates as the Closing Portfolio Price is less than the Autocall Price. The Notes are automatically called on the 2026 Autocall Valuation Date as the Closing Portfolio Price is greater than or equal to the Autocall Price and a Variable Return is payable consisting of a Fixed Return and an Additional Return as the Price Return is greater than the Fixed Return.

	2024 Autocall Valuation Date	2025 Autocall Valuation Date	2026 Autocall Valuation Date	2027 Autocall Valuation Date	2028 Autocall Valuation Date	2029 Autocall Valuation Date	Final Valuation Date
Closing Portfolio Price:	$94.95	$85.99	$145.84 (Autocall)	N/A	N/A	N/A	N/A
Price Return:	−5.05% (actual)	−14.01% (actual)	45.84% (actual)	N/A	N/A	N/A	N/A
Maturity Redemption Amount:	N/A	N/A	$140.77 per Note	N/A	N/A	N/A	N/A

Since the Closing Portfolio Price on the 2026 Autocall Valuation Date is greater than the Autocall Price, the Maturity Redemption Amount is calculated as follows:

Principal Amount + Variable Return

Principal Amount + [Principal Amount × (Fixed Return + Additional Return)] $100.00 + [$100.00 × (40.50% + (5.00% × (45.84% − 40.50%)))] = $140.77 per Note

In this example, since the Price Return (45.84%) is greater than the Fixed Return (40.50%), an Additional Return is payable.

An investor would receive a Maturity Redemption Amount of $140.77 per Note, which is equivalent to an annual compound rate of return of approximately 12.07% per Note.

PS3325 B-2

Example #5 - The Notes are automatically called on the 2024 Autocall Valuation Date as the Closing Portfolio Price is greater than or equal to the Autocall Price and a Variable Return is payable consisting of a Fixed Return only. No Additional Return is payable as the Price Return is less than the Fixed Return.

	2024 Autocall Valuation Date	2025 Autocall Valuation Date	2026 Autocall Valuation Date	2027 Autocall Valuation Date	2028 Autocall Valuation Date	2029 Autocall Valuation Date	Final Valuation Date
Closing Portfolio Price:	$106.00 (Autocall)	N/A	N/A	N/A	N/A	N/A	N/A
Price Return:	6.00% (actual)	N/A	N/A	N/A	N/A	N/A	N/A
Maturity Redemption Amount:	$113.50 per Note	N/A	N/A	N/A	N/A	N/A	N/A

Since the Closing Portfolio Price on the 2024 Autocall Valuation Date is greater than the Autocall Price, the Maturity Redemption Amount is calculated as follows:

Principal Amount + Variable Return

Principal Amount + [Principal Amount × (Fixed Return + Additional Return)] $100.00 + [$100.00 × (13.50% + 0.00%)] =$113.50 per Note

In this example, since the Price Return (6.00%) is less than the Fixed Return (13.50%), no Additional Return is payable.

An investor would receive a Maturity Redemption Amount of $113.50 per Note, which is equivalent to an annual compound rate of return of 13.50% per Note.

PS3325 B-3

Appendix C

Certain Canadian Federal Income Tax Considerations

In the opinion of Stikeman Elliott LLP, counsel to the Bank, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of the Notes by an investor who purchases the Notes at the time of their issuance. This summary is applicable only to an investor who, for the purposes of the Income Tax Act (Canada) (the “Act”) and at all relevant times, is an individual (other than a trust), is or is deemed to be resident in Canada, deals at arm’s length with the Bank and the Investment Dealers, is not affiliated with the Bank and holds the Notes as capital property (a “Resident Initial Investor”). The Notes will generally be considered to be capital property to a Resident Initial Investor unless: (i) the Resident Initial Investor holds the Notes in the course of carrying on or otherwise as part of a business, or (ii) the Resident Initial Investor acquired the Notes as an adventure or concern in the nature of trade. Certain Resident Initial Investors whose Notes might not otherwise be considered to be capital property or who desire certainty with respect to the treatment of the Notes as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Act to deem the Notes and every other “Canadian security” (as defined in the Act) owned by the Resident Initial Investor in the taxation year of the election and all subsequent taxation years to be capital property. This summary does not apply to any Resident Initial Investor who has entered into, or will enter into, in respect of the Notes, a “derivative forward agreement”, as that term is defined in the Act. Prospective investors who are not Resident Initial Investors should consult their own tax advisors as to the income tax consequences to them of acquiring, holding and disposing of Notes.

This summary is based on the current provisions of the Act and the regulations thereunder as in force on the date hereof (the “Regulations”), counsel’s understanding of the current administrative and assessing practices of the Canada Revenue Agency (the “CRA”) and all specific proposals to amend the Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”). This summary assumes that all Tax Proposals will be enacted substantially as proposed; however, no assurance can be given that the Tax Proposals will be enacted as proposed or at all. This summary does not, except for the Tax Proposals, take into account or anticipate any changes in law or the CRA’s administrative or assessing practices, whether by legislative, governmental or judicial decision or action. This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the Notes and does not take into account provincial, territorial or foreign income tax legislation or considerations, which are not addressed in this summary.

This summary is of a general nature only and is not intended to be legal or tax advice to any investor. Investors should consult their own tax advisors for advice with respect to the income tax consequences of an investment in the Notes, based on their particular circumstances.

Payment of the Maturity Redemption Amount or Accelerated Payment

In certain circumstances provisions of the Act can deem interest to accrue on a “prescribed debt obligation” (as defined for the purposes of the Act), such as the Notes. Based in part on counsel’s understanding of the CRA’s administrative practice and subject to the comments below, there should be no deemed accrual of interest on the Notes under these provisions prior to the taxation year of the Resident Initial Investor that includes: (i) the Autocall Valuation Date or the Final Valuation Date (as applicable) on which the Maturity Redemption Amount is determined, or (ii) the date on which an Accelerated Payment is determined, as applicable.

The amount, if any, by which the Maturity Redemption Amount exceeds the Principal Amount of a Note that is payable to a Resident Initial Investor will be included in the Resident Initial Investor’s income in the taxation year in which the Maturity Redemption Amount becomes determinable to the extent that such excess was not included in the Resident Initial Investor’s income for a preceding taxation year. If as the result of the occurrence of an Extraordinary Event, an Accelerated Payment is paid to a Resident Initial Investor in respect of a Note, the excess (if any) of such payment over the Principal Amount of the Note would be included in the Resident Initial Investor’s income for the taxation year in which the redemption related to such Accelerated Payment occurs (a “Special Redemption Date”) to the extent that such excess was not included in the Resident Initial Investor’s income for a preceding taxation year.

If the Maturity Redemption Amount or Accelerated Payment (as applicable) received by a Resident Initial Investor on a disposition of a Note at maturity or on a Special Redemption Date (as applicable) is less than the Principal Amount of the Note, the Resident Initial Investor will generally realize a capital loss to the extent that the amount so paid is less than the Resident Initial Investor’s adjusted cost base of the Note and any reasonable costs of disposition.

Disposition of Notes

In certain circumstances, where an investor assigns or otherwise transfers a debt obligation (other than as a consequence of a repayment of the debt obligation), the amount of interest accrued on the debt obligation to that time, but unpaid, will be excluded from the proceeds of disposition of the obligation and will be required to be included as interest in computing the investor’s income for the taxation year in which the transfer occurs, except to the extent that it has been otherwise included in the investor’s income for that taxation year or a preceding taxation year. With respect to an assignment or transfer of a Note by a Resident Initial Investor (other than as a consequence of a repayment or redemption of the Note), the Resident Initial Investor will be required to include in its income as accrued interest, an amount equal to the amount, if any, by which the price for which the Note was assigned or transferred exceeds the Principal Amount of the Note.

In general, a disposition or deemed disposition of a Note by a Resident Initial Investor will give rise to a capital loss to the extent that the proceeds of disposition, net of any amount included in the Resident Initial Investor’s income as interest, are less than the aggregate of the Resident Initial Investor’s adjusted cost base of the Note and any reasonable costs of disposition.

One-half of a capital loss realized by a Resident Initial Investor must be deducted against the taxable portion of capital gains realized in the year and may be deducted against the taxable portion of capital gains realized in the three preceding years or in subsequent years, subject to and in accordance with the rules in the Act.

Resident Initial Investors who dispose of Notes other than as a consequence of the repayment or redemption of the Notes by the Bank should consult their tax advisors with respect to their particular circumstances.

PS3325 C-1

Eligibility for Investment

The Notes, if issued on the date of this pricing supplement, would be “qualified investments” (for purposes of the Act) for trusts governed by registered retirement savings plans (“RRSPs”), registered retirement income funds (“RRIFs”), registered disability savings plans (“RDSPs”), registered education savings plans (“RESPs”), tax-free savings accounts (“TFSAs”), deferred profit sharing plans (“DPSPs”) and first home savings accounts (“FHSAs”), each within the meaning of the Act (other than a DPSP to which payments are made by the Bank or an employer with which the Bank does not deal at arm’s length within the meaning of the Act).

Notwithstanding the foregoing, if the Notes are “prohibited investments” (as that term is defined in the Act) for a TFSA, RRSP, RRIF, RDSP, RESP or FHSA, a holder of the TFSA, RDSP or FHSA, an annuitant of the RRSP or the RRIF, or a subscriber of the RESP, as the case may be, (each a “Plan Holder”) will be subject to a penalty tax as set out in the Act. The Notes will not be a “prohibited investment” for trusts governed by a TFSA, RRSP, RRIF, RDSP, RESP or FHSA provided that the Plan Holder of such TFSA, RRSP, RRIF, RDSP, RESP or FHSA, as applicable: (i) deals at arm’s length with the Bank for purposes of the Act, and (ii) does not have a “significant interest”, as defined in the Act, in the Bank. Plan Holders should consult their own tax advisors with respect to whether the Notes would be “prohibited investments” in their particular circumstances.

PS3325 C-2

Appendix D

Summary Information Regarding the Reference Shares and the Reference Companies

The following is a summary description of the Reference Shares and the Reference Companies based on information obtained from the websites of the Reference Companies, or under their respective profiles at www.sedar.com. All information regarding the Reference Shares and the Reference Companies contained herein has been derived from publicly available sources and its accuracy or completeness cannot be guaranteed. The websites are not incorporated by reference in, and do not form part of, this pricing supplement. This pricing supplement relates only to the Notes and does not relate to the Reference Shares.

The Bank is not affiliated with the Reference Companies (other than the Bank) and has not performed any due diligence investigation or review of the Reference Companies.

The Notes are not in any way sponsored, endorsed, sold or promoted by the Reference Companies. The Reference Companies (other than the Bank) do not have any statutory liability with respect to the accuracy or completeness of any of the information contained in this pricing supplement and have no obligation or liability in connection with the administration, marketing or trading of the Notes.

The prices of the Reference Shares may be volatile meaning that such prices can fluctuate and change considerably in relatively short periods and the price performance of the Reference Shares cannot be predicted for any future period and as a result an investment linked to the prices of the Reference Shares may also be volatile. The weighted average annual dividend yield of the Reference Portfolio as of April 28, 2023 was 5.00%, representing an aggregate dividend yield of approximately 40.71% annually compounded over the approximately 7 year term of the Notes on the assumption that the dividends paid on the Reference Shares of the Reference Companies remain constant. Past performance of the Reference Companies or the Reference Shares is not indicative of future returns and should not be used to forecast any return that an investor may realize on the Notes. All values and prices in the following summary descriptions of the Reference Shares and the Reference Companies are quoted in Canadian dollars.

1) Bank of Montreal

Bank of Montreal, doing business as BMO Financial Group, is a diversified financial services provider based in North America, providing a broad range of personal and commercial banking, wealth management, global markets and investment banking products and services directly and through Canadian and non-Canadian subsidiaries, offices, and branches. This Reference Company operates in Canada, the United States and select markets globally through its offices in a number of jurisdictions around the world. Bank of Montreal is listed on the Toronto Stock Exchange (TSX) under the symbol BMO. As at April 28, 2023, its market capitalization was approximately $87.10 billion.

==> picture [304 x 215] intentionally omitted <==

During the period between January 2, 2013 up to and including April 28, 2023, the lowest Closing Share Price was $56.24 on March 23, 2020 and the highest Closing Share Price was $153.72 on March 22, 2022. The starting Closing Share Price was $61.19 on January 2, 2013 and the ending Closing Share Price was $122.13 on April 28, 2023.

Further information concerning Bank of Montreal can be sourced by investors at www.bmo.com.

PS3325 D-1

2) Canadian Imperial Bank of Commerce

Canadian Imperial Bank of Commerce is a North American financial institution that serves its clients through four main strategic business units: Canadian Personal and Business Banking, Canadian Commercial Banking and Wealth Management, U.S. Commercial Banking and Wealth Management and Capital Markets. Canadian Imperial Bank of Commerce is listed on the Toronto Stock Exchange (TSX) under the symbol CM. As at April 28, 2023, its market capitalization was approximately $51.81 billion.

==> picture [302 x 215] intentionally omitted <==

During the period between January 2, 2013 up to and including April 28, 2023, the lowest Closing Share Price was $33.805 on March 23, 2020 and the highest Closing Share Price was $83.225 on February 8, 2022. The starting Closing Share Price was $40.06 on January 2, 2013 and the ending Closing Share Price was $56.80 on April 28, 2023.

Further information concerning Canadian Imperial Bank of Commerce can be sourced by investors at www.cibc.com.

3) Royal Bank of Canada

Royal Bank of Canada is a global financial institution. This Reference Company’s business segments are Personal & Commercial Banking, Wealth Management, Insurance, Investor & Treasury Services and Capital Markets. Royal Bank of Canada is listed on the Toronto Stock Exchange (TSX) under the symbol RY. As at April 28, 2023, its market capitalization was approximately $187.05 billion.

==> picture [303 x 215] intentionally omitted <==

During the period between January 2, 2013 up to and including April 28, 2023, the lowest Closing Share Price was $58.92 on June 20, 2013 and the highest Closing Share Price was $149.15 on January 17, 2022. The starting Closing Share Price was $60.50 on January 2, 2013 and the ending Closing Share Price was $134.51 on April 28, 2023.

Further information concerning Royal Bank of Canada can be sourced by investors at www.rbc.com.

PS3325 D-2

4) The Bank of Nova Scotia

The Bank of Nova Scotia provides a broad range of products and services, including personal and commercial banking, wealth management and private banking, corporate and investment banking, and capital markets. This Reference Company's four business operating segments are: Canadian Banking, International Banking, Global Wealth Management and Global Banking and Markets. The Bank of Nova Scotia is listed on the Toronto Stock Exchange (TSX) under the symbol BNS. As at April 28, 2023, its market capitalization was approximately $80.60 billion.

==> picture [302 x 215] intentionally omitted <==

During the period between January 2, 2013 up to and including April 28, 2023, the lowest Closing Share Price was $46.72 on March 23, 2020 and the highest Closing Share Price was $94.49 on February 8, 2022. The starting Closing Share Price was $57.50 on January 2, 2013 and the ending Closing Share Price was $67.63 on April 28, 2023.

Further information concerning The Bank of Nova Scotia can be sourced by investors at www.scotiabank.com.

5) The Toronto-Dominion Bank

The Toronto-Dominion Bank is a North American financial institution and serves its customers in four key businesses operating in a number of locations in financial centres around the globe: Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance and Wholesale Banking. The Toronto-Dominion Bank is listed on the Toronto Stock Exchange (TSX) under the symbol TD. As at April 28, 2023, its market capitalization was approximately $150.19 billion.

==> picture [303 x 214] intentionally omitted <==

During the period between January 2, 2013 up to and including April 28, 2023, the lowest Closing Share Price was $40.00 on April 18, 2013 and the highest Closing Share Price was $107.84 on February 10, 2022. The starting Closing Share Price was $41.595 on January 2, 2013 and the ending Closing Share Price was $82.07 on April 28, 2023.

Further information concerning The Toronto-Dominion Bank can be sourced by investors at www.td.com.

PS3325 D-3