Decade Resources Ltd. - Capital/Financing Update 2024

Pricing Supplement No. 1206 to Short Form Base Shelf Prospectus dated March 15, 2024

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 15, 2024, 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.

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Royal Bank of Canada December 24, 2024 Senior Note Program Maximum US$40,000,000 (400,000 Securities) RBC North American Basket Callable Contingent Yield 10.26% Securities (USD), Series 2042 Due December 31, 2031 Non-Principal Protected Securities

Royal Bank of Canada (the “ Bank ”) is offering up to US$40,000,000 of RBC North American Basket Callable Contingent Yield 10.26% Securities (USD), Series 2042 (the “ Securities ”). The Securities are non-principal protected securities that offer a return linked to the performance of a notional portfolio (the “ Portfolio ”) consisting of shares and indices. The Portfolio is comprised of shares of the common stock of Tesla, Inc. and NVIDIA Corporation (the “ Underlying Securities ” and each, an “ Underlying Security ”), and the Solactive TD AR 4.08 Index, the Solactive CVS Health AR 3.05 Index, the Solactive Enbridge AR 3.66 Index, and the Solactive TELUS AR 1.5044 Index (the “ Underlying Indices ” and each, an “ Underlying Index ”). In this pricing supplement, the Underlying Securities and the Underlying Indices are collectively referred to as the “ Underlying Interests ”, and each as an “ Underlying Interest ”.

Each of the Underlying Indices is an adjusted return index that aims to track the gross total return performance of its respective target index (the Solactive TD GTR Index, the Solactive CVS Health GTR Index, the Solactive Enbridge GTR Index, and the Solactive TELUS GTR Index, respectively, the “ Target Indices ” and each, a “ Target Index ”), subject to a reduction of a synthetic dividend of a fixed number of index points per annum (the “ Adjusted Return Factors ”). For the avoidance of doubt, the return on the Securities is linked to the Underlying Interests, including the Underlying Indices, and is not linked to the Target Indices.

The Securities are described in this pricing supplement delivered together with our short form base shelf prospectus dated March 15, 2024 (the “ base shelf prospectus ”).

The Securities are not fixed income securities and are not designed to be alternatives to fixed income or money market instruments. Since the Securities are not principal protected, you could lose substantially all of your investment. See “Risk Factors”.

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

Price: US$100 per Security Minimum Subscription: US$5,000 (50 Securities)

		Selling Commission and
	Price to public	Dealer’s fee	Net proceeds to the Bank
Per Security	US$100.00	US$3.00	US$97.00
Total	US$40,000,000	US$1,200,000	US$38,800,000

A selling commission of 3.00% of the Principal Amount of Securities issued under this offering will be paid to the Dealers (defined below) for further payment to representatives, including representatives employed by the Dealers, whose clients purchase the Securities. An agency fee will also be paid, from the Bank’s own funds, to Raymond James Ltd. in an amount up to 0.15% of the Principal Amount of the Securities issued under this offering for acting as independent agent.

The net proceeds to the Bank reflects the maximum offering size of the Securities. There is no minimum amount of funds that must be raised under this offering. This means that the issuer could complete this offering after raising only a small proportion of the offering amount set out above.

The Securities are offered severally by RBC Dominion Securities Inc. (“ RBC DS ”) and Raymond James Ltd. (collectively, the “ Dealers ”) as agents under a dealer agreement dated March 15, 2024, as amended or supplemented from time to time. RBC DS is our wholly owned subsidiary. Consequently, we are a related and connected issuer of RBC DS within the meaning of applicable securities legislation. See “Dealers” in this pricing supplement and “Plan of Distribution” in the base shelf prospectus.

The initial estimated value of the Securities on or about the date of this pricing supplement was US$92.21 per Security, which is less than the price to the public and is not an indication of the actual profit to the Bank or its affiliates. The actual value of the Securities at any time will reflect many factors and may be less than this amount. We describe our determination of the initial estimated value, and certain associated risk factors, in more detail below under “Initial Estimated Value” and in the base shelf prospectus under “Preparation of Initial Estimated Value” and “Risk Factors”.

The Securities will not be listed on any stock exchange. Securities may be resold using the Fundserv network at a price determined at the time of sale by the Calculation Agent (defined below), which price may be lower than the Principal Amount of such Securities. The Securities may also be subject to an Early Trading Charge (defined below), depending on when the Securities are sold. There is no assurance that a secondary market for the Securities will develop or be sustained. See “Secondary Market for Securities”, “Description of the Securities – Calculation Agent” and “Risk Factors” in the base shelf prospectus and “Secondary Market” in this pricing supplement.

Securities described in this pricing supplement will be issued under our Senior Note Program and will be unsecured, unsubordinated debt obligations. The Securities are described in the base shelf prospectus and this pricing supplement, which collectively constitute the “prospectus” for the Securities. See “About this Prospectus for Securities” in the base shelf prospectus. You should read both the base shelf prospectus and this pricing supplement carefully to understand fully the terms of the Securities and other considerations that are important to your investment decision. See Appendix E – Additional Information for more information.

Marketing Materials

The version of the summary for the Securities that was filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada as “marketing materials” (as defined in National Instrument 41-101 − General Prospectus Requirements ) on December 24, 2024 is deemed to be incorporated by reference into the base shelf prospectus solely for the purpose of our Senior Note Program and the Securities issued hereunder. Any version of marketing materials filed with the securities commission or similar regulatory authority in each of the provinces and territories of Canada in connection with this offering after the date hereof but prior to the termination of the distribution of the Securities under this pricing supplement (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein and in the base shelf prospectus solely for the purpose of our Senior Note Program and the Securities issued hereunder. Any such marketing materials are not part of this pricing supplement or the base shelf prospectus 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.

Bank Trademarks

Lion & Globe symbol is a registered trademark of Royal Bank of Canada.

Description of the Securities

Issuer:

Dealers:

Royal Bank of Canada

RBC Dominion Securities Inc. and Raymond James Ltd.

Raymond James Ltd., an independent dealer, participated in the due diligence performed by the Dealers in respect of the offering, but did not participate in the structuring and pricing of the Securities or the calculation of the initial estimated value of the Securities.

Fundserv Code: RBC12189

Objective of the Securities: The objective of the Securities is to make the following payments to investors (all capitalized terms are as defined herein):

(a) while the Securities are outstanding, an Interest Payment on each Interest Payment Date in respect of which the Portfolio Level is greater than or equal to the Coupon Barrier Level on the relevant Observation Date; and
(b) if the Securities are automatically redeemed by the Bank, the US$100.00 principal amount on the Autocall Redemption Date, in addition to the final Interest Payment; or
(a) if the Securities are not automatically redeemed by the Bank, the Final Redemption Amount on the Maturity Date, in addition to any final Interest Payment.

50 Securities or US$5,000.

Minimum Investment: 50 Securities or US$5,000. Principal Amount: US$100 per Security. Issue Date: January 13, 2025, or such other date as may be agreed by the Bank and the Dealers. Issue Size: The maximum issue size will be US$40,000,000.

The maximum issue size will be US$40,000,000.

Maturity Date:

December 31, 2031, subject to earlier redemption on an Autocall Redemption Event (defined below) or earlier repayment in full following an Extraordinary Event, and provided that if such date is not a Business Day (defined in the base shelf prospectus), the Maturity Date will be the first following day that is a Business Day. See “Description of the Securities – Maturity Date and Amount Payable” and “– Special Circumstances” in the base shelf prospectus.

The Portfolio:

The return on the Securities is linked to the performance of the Portfolio, which is comprised of the Underlying Securities and the Underlying Indices. The Underlying Interests will be equally weighted in the Portfolio (the “ Portfolio Weight ”) at the Initial Valuation Date. The Portfolio Weight will not be adjusted or rebalanced during the term of the Securities.

As of December 18, 2024, the annual dividend yield on the Portfolio was 4.230%, representing an aggregate dividend yield of approximately 33.644% compounded annually over the term of the Securities, on the assumption that the dividend yield remains constant.

See “Description of the Securities” in the base shelf prospectus. See “Risk Factors” in this pricing supplement and “Risk Factors – Risk Factors Related to the Underlying Interests” in the base shelf prospectus for a discussion of risks relating to the Underlying Interests.

Underlying Securities:

See Appendix B to this pricing supplement for summary information regarding the Underlying Securities. The Securities do not represent an interest in the Underlying Securities, and holders of the Securities will have no right or entitlement to the Underlying Securities, including without limitation, redemption rights (if any), voting rights or rights to receive dividends or other distributions paid on the Underlying Securities. There is no requirement for the Bank to hold any interest in the Underlying Securities.

As of December 18, 2024 the annual dividend yield of Tesla, Inc. was 0.000%, representing an aggregate dividend yield of approximately 0.000% compounded annually over the term of the Securities, on the assumption that the dividend yield remains constant.

As of December 18, 2024 the annual dividend yield of NVIDIA Corporation was 0.026% representing an aggregate dividend yield of approximately 0.182% compounded annually over the term of the Securities, on the assumption that the dividend yield remains constant.

Underlying Indices:

Each of the Underlying Indices is an adjusted return index that aims to track the gross total return performance of its respective Target Index, subject to a reduction of a synthetic dividend of a fixed number of index points per annum. Each of the Target Indices is a gross total return index that reflects the price changes of its constituent securities and the reinvestment in the index of any dividends and distributions paid in respect of such constituent securities. For the avoidance of doubt, the return on the Securities is not linked to the Target Indices or the constituent securities thereof.

There is no assurance of the ability of the issuers of the securities comprising the Target Indices to declare and pay dividends or make distributions in respect of the constituents of the Target Indices or to sustain or increase such dividends and distributions at or above historical levels. The performance of the Underlying Indices will vary higher or lower from the performance of a price return index (being an index which tracks the price performance of its constituent securities without taking into account the effects of dividends and distributions) with the same constituents as the Target Indices over the term of the Securities depending on whether the impact of the dividends and other distributions reinvested in the Target Indices is greater or less than the impact the Adjusted Return Factors have on the Portfolio Level (as defined below) over the term of the Securities.

As of December 18, 2024, the annual dividend yield of the Solactive TD GTR Index was 5.455%, representing an aggregate dividend yield of approximately 45.034% compounded annually over the term of the Securities, on the assumption that the dividend yield remains constant.

As of December 18, 2024, the annual dividend yield of the Solactive CVS Health GTR Index was 5.876%, representing an aggregate dividend yield of approximately 49.136% compounded annually over the term of the Securities, on the assumption that the dividend yield remains constant.

As of December 18, 2024, the annual dividend yield of the Solactive Enbridge GTR Index was 6.258%, representing an aggregate dividend yield of approximately 52.944% compounded annually over the term of the Securities, on the assumption that the dividend yield remains constant.

As of December 18, 2024, the annual dividend yield of the Solactive TELUS GTR Index was 7.764%, representing an aggregate dividend yield of approximately 68.778% compounded annually over the term of the Securities, on the assumption that the dividend yield remains constant.

See Appendix B to this pricing supplement for summary information regarding the Underlying Indices.

Portfolio Level:

The Portfolio Level for the Portfolio on any Exchange Day (as defined in the base shelf prospectus) will be a numerical value equal to the sum of the following figures:

(a) for each Underlying Security, the product of (i) the Closing Price (defined below) of the Underlying Securities on such Exchange Day, and (ii) the corresponding Number of Underlying Securities (defined below) for the Underlying Securities; and

(b) for each Underlying Index, the product of (i) the Closing Level (defined below) of such Underlying Index on such Exchange Day and (ii) the corresponding Number of Index Units (defined below) for such Underlying Index.

Number of Underlying Securities:

The Number of Underlying Securities for each Underlying Security is calculated by:

(i) multiplying the Portfolio Weight for the Underlying Security by the aggregate Principal Amount of Securities issued under this offering; and (ii) dividing the resulting product by the Closing Price of the Underlying Security on the Initial Valuation Date. Once determined, the Number of Underlying Securities for the Underlying Security will not be adjusted during the term of the Securities, except in certain special circumstances. See “Extraordinary Events” below.

Number of Index Units:

The Number of Index Units for each Underlying Index is calculated by: (i) multiplying the Portfolio Weight for such Underlying Index by the aggregate Principal Amount of Securities issued under this offering; and (ii) dividing the resulting product by the Closing Level of such Underlying Index, as published by the Index Sponsor, on the Initial Valuation Date. Once determined, the Number of Index Units for each Underlying Index will not be adjusted during the term of the Securities, except in certain special circumstances. See “Extraordinary Events” below.

Index Sponsor: Solactive AG. Initial Portfolio Level: The Portfolio Level on the Initial Valuation Date. Initial Valuation Date: December 18, 2024. Protection Barrier Level: 75.00% of the Initial Portfolio Level. Coupon Barrier Level: 75.00% of the Initial Portfolio Level. Final Portfolio Level: The Portfolio Level on the Final Valuation Date. Final Valuation Date: December 18, 2031. Percentage Change: The “ Percentage Change ” is the amount, expressed as a percentage rounded to three decimal places, equal to:

– (Final Portfolio Level Initial Portfolio Level)

Initial Portfolio Level

See “Description of the Securities – Special Circumstances” in the base shelf prospectus.
Closing Price: The Closing Price of an Underlying Security on any date is the official closing price of such Underlying Security quoted on www.nasdaq.com for such date, as determined by the Calculation Agent (defined below). Neither the Bank nor the Dealers make any representation as to the accuracy of such information and all calculations regarding the Closing Price will be made by the Calculation Agent.

Closing Level:

Observation Dates:

Interest Payment Dates:

The Closing Level of an Underlying Index on any date is the official closing level of such Underlying Index as announced by the Index Sponsor for such date, as determined by the Calculation Agent.

The dates set out under “Observation Dates” in Appendix A, provided that if any Observation Date is not an Exchange Day (as defined in the base shelf prospectus), such Observation Date will be the next following day that is an Exchange Day, subject to the occurrence of an Extraordinary Event. See “Description of the Securities – Special Circumstances” in the base shelf prospectus.

The dates set out under “Interest Payment Dates” in Appendix A, subject to the occurrence of an Extraordinary Event, and provided that (i) the Securities are not redeemed by the Bank as described below, and (ii) if any Interest Payment Date is not a Business Day, such Interest Payment Date will be the first following day that is a Business Day. See “Description of the Securities – Special Circumstances” in the base shelf prospectus.

For greater certainty, the final Interest Payment, if any, will be made on the earlier of the Autocall Redemption Date (defined below), if any, and the Maturity Date.

Interest Payments:

Interest payments, if any, on the Securities will be payable in arrears on each Interest Payment Date at a fixed interest rate of 0.8550% for each monthly period ending on an Interest Payment Date (an “ Interest Period ”) in which a Digital Payout Event occurs.

If a Digital Payout Event does not occur on an Observation Date, no interest will be payable for the relevant Interest Period.

Digital Payout Event: If the Portfolio Level is greater than or equal to the Coupon Barrier Level on the relevant Observation Date, a Digital Payout Event will occur.

RBC DS intends to publish whether there has been a Digital Payout Event on each Observation Date on its website at www.rbcnotes.com.

Autocall Redemption Event:

If the Portfolio Level on an Observation Date immediately preceding an Autocall Redemption Date is greater than or equal to 100.00% of the Initial Portfolio Level (the “ Autocall Redemption Level ”), an Autocall Redemption Event will occur.

Following the occurrence of an Autocall Redemption Event, the Securities will be redeemed for an amount equal to the Principal Amount thereof (the “ Autocall Redemption Amount ”) on the applicable Autocall Redemption Date. In addition to the Autocall Redemption Amount, an Interest Payment will be paid on the Autocall Redemption Date.

Autocall Redemption Dates: The dates set out under “Autocall Redemption Dates” in Appendix A, subject to the occurrence of an Extraordinary Event and provided that if any Autocall Redemption Date is not a Business Day, such Autocall Redemption Date will be the first following day that is a Business Day. See “Description of the Securities – Special Circumstances” in the base shelf prospectus.

Payment at Maturity: If the Securities have not been previously redeemed, the amount payable on the Maturity Date (the “ Final Redemption Amount ”) for each Security will be: (a) if the Final Portfolio Level is greater than or equal to the Protection Barrier Level, US$100.00; or (b) if the Final Portfolio Level is less than the Protection Barrier Level, an amount equal to:

US$100.00 + (US$100.00 × Percentage Change), but in any event not less than $1.00. As a result, the Final Redemption Amount will not be determinable before the Final Valuation Date. See “Risk Factors” below. In addition to the Final Redemption Amount, an Interest Payment will be paid on the Maturity Date if a Digital Payout Event occurs on the Final Valuation Date.

Sample Calculations: See Appendix C to this pricing supplement for sample calculations of the payments to be made on the Securities. Issuer Credit Rating: Moody’s: Aa1 Standard & Poor’s: AADBRS: AA

The Securities have not been and will not be rated. See “Risk Factors – Credit Ratings” in the base shelf prospectus.

Extraordinary Events:

Determination of the Portfolio Level and the Final Redemption Amount may be postponed or the Bank can accelerate determination of the Final Portfolio Level and the Final Redemption Amount and repay the Securities in full prior to their maturity in certain circumstances. If an Extraordinary Event occurs the Calculation Agent may, but is not required to, make such adjustments to any payment or other term of the Securities as it determines to be appropriate, acting in good faith, to account for the economic effect of such event on the Securities and determine the effective date of any such adjustment. See “Description of the Securities – Special Circumstances” in the base shelf prospectus.

Summary of Fees and Expenses: A selling commission of 3.00% of the Principal Amount of Securities issued under this offering will be paid to the Dealers for further payment to representatives, including representatives employed by the Dealers, whose clients purchase the Securities. The Bank will also pay, from the Bank’s own funds, an agency fee to Raymond James Ltd. in an amount up to 0.15% of the Principal Amount of the Securities issued under this

offering for acting as independent agent. The selling commission and the agency fee are indirectly borne by holders of the Securities. There are no fees directly payable by a holder of Securities. See “Description of the Securities – Summary of Fees and Expenses” in the base shelf prospectus. An Early Trading Charge (defined below) may also apply. See “Secondary Market” below.

Eligibility for Investment:

Risk Factors:

Eligible for RRSPs, RRIFs, RESPs, RDSPs, FHSAs, DPSPs and TFSAs (each as defined in Appendix D). See “Eligibility for Investment” in Appendix D, including the summary of the “prohibited investment” rule.

You should carefully consider all the information set out in this prospectus for any Securities in which you are considering investing. In particular, you should evaluate the risks described under “Risk Factors” in the base shelf prospectus as well as the risks described below. The return on the Securities is unknown and subject to many variables including interest rate fluctuations and changes in the price performance of the Underlying Securities and the levels of the Underlying Indices. You should independently determine, with your own advisors, whether an investment in the Securities is suitable for you having regard to your own investment objectives and expectations.

Limited Upside Participation by the Securities

The return on the Securities is limited. The Securities will not participate in any upside performance of the Underlying Interests. Even if the Portfolio Level is greater than the Coupon Barrier Level but less than the Autocall Redemption Level on each Observation Date and the Final Portfolio Level is greater than or equal to the Protection Barrier Level, the return on an investment in the Securities would be limited to the sum of all Interest Payments made.

Uncertain Return until Final Valuation Date

The return, if any, on the Securities will be uncertain until the Final Valuation Date unless the Securities are called for redemption prior to the Final Valuation Date. Whether there is a return on the Securities will depend on the Portfolio Level on the Observation Dates and the Final Valuation Date. No Interest Payment will be made on an Interest Payment Date unless there is a Digital Payout Event on the immediately preceding Observation Date. There can be no assurance that the Securities will generate a positive return. Holders of the Securities may not be repaid the amount they invested in the Securities (other than US$1.00 per Security), depending on the performance of the Underlying Interests. Historical prices and levels of the Underlying Interests, as applicable, should not be considered as an indication of the future performance of the Underlying Interests. Investors should understand that the risk involved in this type of investment is greater than that normally associated with other types of investments.

Volatility May Affect the Return on or Trading Value of the Securities

Volatility is the term used to describe the size and frequency of price and/or market fluctuations. If the volatility or anticipated volatility of the Underlying Interests changes over the term of the Securities the trading value of the Securities may be adversely affected. In addition, if the Portfolio Level on an Observation Date is less than the Coupon Barrier Level you will not receive an Interest Payment on the relevant Interest Payment Date and if the Final Portfolio Level is less than the Protection Barrier Level the Final Redemption Amount will be reduced such that you will receive less than the Principal Amount on the Maturity Date. In periods of high volatility the likelihood of an investor not receiving some or all of the Interest Payments or a return of the full Principal Amount of the Securities increases.

The Securities may be Redeemed prior to the Maturity Date

The Securities will be automatically redeemed by the Bank on an Autocall Redemption Date if the Portfolio Level on the Observation Date immediately preceding such Autocall Redemption Date is greater than or equal to the Autocall Redemption Level. In such event, investors will receive an Autocall Redemption Amount equal to the Principal Amount of the Securities. If the Securities are redeemed by the Bank investors will not be entitled to receive any further interest that they may have been entitled to receive if the Securities had not been redeemed by the Bank.

The Underlying Indices and Target Indices Have Limited Performance Histories

The Underlying Indices and Target Indices have limited performance histories. See Appendix B –Summary Information Regarding the Underlying Interests. Accordingly, there is limited trading history for the Underlying Indices and Target Indices and as such, the Securities may perform in unexpected ways and may involve greater risk than securities linked to one or more indices with a more established record of performance. This may make it more difficult for an investor to make an informed decision with respect to the Securities.

Return Calculated With Reference to Performance of the Underlying Indices

The return on the Securities is calculated in part with reference to the performance of the Underlying Indices, which are not price return indices and instead aim to track the gross total return performance of their respective Target Index less the applicable Adjusted Return Factor. Although the Target Indices are gross total return indices that reflect the applicable performance of the constituent securities of the respective Target Index and any dividends and distributions paid in respect of such securities, without deduction of any withholding tax or other amounts to which an investor holding the constituent securities of the respective Target Index would typically be exposed, an investment in the Securities is not the same as making a direct investment in the constituent securities of the respective Target Index, 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 such securities, nor will an investor have the right to exercise any voting rights on such securities. In addition, the Adjusted Return Factor of each Target Index is not representative of an estimate or a forecast of any dividends that may be paid or payable, or of any distributions that may be made, now or in the future on the constituent securities of the respective Target Index.

Returns on the Underlying Indices Are Reduced by the applicable Adjusted Return Factor and will be Lower than Returns on the Target Indices

Since the calculation of each Closing Level of the Underlying Indices will reflect the deduction of the applicable Adjusted Return Factor from the closing level of the applicable Target Index at regular intervals, the performance of each Underlying Index will be less than that of the respective Target Index or a direct investment in the constituent securities of the respective Target Index. Furthermore, the difference between each Underlying Index and the respective Target Index over a longer period is subject to the effects of compounding returns and, as a result, may be greater or less than the applicable Adjusted Return Factor pro-rated over the same period.

Each Adjusted Return Factor is a Fixed Point Deduction

Each Adjusted Return Factor is a fixed point deduction which means that the Underlying Indices are based on the daily gross total return performance of the Target Indices less a fixed number of points that are deducted from the Target Indices at regular intervals. The Adjusted Return Factor of a given Target Index does not vary with the level of the Target Index and, as a result, the Adjusted Return Factor will result in the subtraction of a greater percentage of the level of the Target Index in circumstances where the level of the Target Index decreases over time. Dividends and Distributions of the Constituent Securities of the Target Indices May Vary When Compared to Historical Levels

An Underlying Index is not a price return index and instead aims to track the gross total return performance of the respective Target Index less the applicable Adjusted Return Factor, which represents a reduction of a synthetic dividend of a fixed number of index points per annum. The level of a given Target Index and, in turn, the applicable Closing Level, may be affected by the ability of the issuers comprising the Target Index to declare and pay dividends or make distributions in respect of the equity securities of the issuers comprising a Target Index. Historical levels of dividends and distributions paid in respect of the constituent securities comprising a Target Index are not indicative of future payments, which payments are uncertain and depend upon various factors including, without limitation, the financial position, earnings ratio and cash requirements of the applicable issuer and the state of financial markets in general. It is

not possible to predict if dividends or distributions paid in respect of the constituent securities comprising a Target Index will increase, decrease or remain the same over the term of the Securities. If the dividends paid out by the constituent securities comprising a Target Index over a period of time decrease below the synthetic dividends represented by the applicable Adjusted Return Factor (taking into account the reinvestment and compounding impacts), the Closing Level of the respective Underlying Index at the end of such period will be lower than the closing level of a price return index comprised of the same constituent securities at the end of such period.

Income Tax Considerations

The full amount of each Interest Payment received or receivable by a Resident Holder (as defined below) and, in the event of a sale of a Security in the secondary market, any interest accrued (or deemed to have accrued) on the Security from the last Interest Payment Date to the time of disposition, will generally be included in the Resident Holder’s income, whereas a Resident Holder who holds a Security as capital property will generally realize a capital loss if and to the extent that the Final Redemption Amount or proceeds of disposition in respect of a Security (net of interest), as the case may be, is less than the Resident Holder’s adjusted cost base of such Security. If a Resident Holder realizes a capital loss, such loss is deductible only against capital gains of the Resident Holder (as described in further detail in Appendix D).

Subject to the specific exception described herein under Appendix D – “Certain Canadian Income Tax Considerations – Disposition of Securities Other Than to the Bank on the Maturity Date, on an Autocall Redemption Date or as a Consequence of an Extraordinary Event” or as otherwise indicated, U.S. dollar amounts relating to the Securities must generally be converted into Canadian dollars for Canadian tax purposes using the exchange rate quoted by the Bank of Canada for the applicable day or such other rate of exchange that is acceptable to the CRA (as defined below). In certain circumstances, such conversions could result in an investor who disposes of a Security (whether on redemption by the Bank or otherwise) both realizing a capital loss and being required to include an amount in income for purposes of the Tax Act (as defined below). See Appendix D.

The tax consequences to a Holder (as defined below) may be subject to changes in taxation laws, regulations or administrative practices. Any changes to the existing published administrative position of the CRA could result in changes to the tax consequences to a Holder as described herein.

The Securities are Subject to Certain Risks Relating to the Potential Application of U.S. Internal Revenue Code Section 871(m) in the Future

The U.S. Treasury Department has issued various pieces of guidance under Section 871(m) of the U.S. Internal Revenue Code, including several sets of regulations and notices. The most recent notice amended the effective date of the Section 871(m) regulations. As a result of the effective date amendments, certain portions of the Section 871(m) regulations took effect on January 1, 2017 and other portions currently are scheduled to take effect after December 31, 2026. When effective, the Section 871(m) regulations make certain “dividend equivalent” payments to foreign persons subject to U.S. federal withholding tax. The Bank has determined that initial holders of the Securities will not be subject to withholding tax under Section 871(m) of the U.S. Internal Revenue Code of 1986, as amended, solely as a result of investing in the Securities. However, it is possible that the Securities could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events, and following such occurrence the Securities could be treated as subject to withholding on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the Underlying Index or the Securities should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Securities and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable withholding agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld. Moreover, if the Section 871(m)

regulations are amended or otherwise interpreted in a manner such that an Extraordinary Event has occurred, then the Bank can accelerate determination of the Final Index Level and the Final Redemption Amount and repay the Securities in full prior to their maturity. In addition, if the Section 871(m) regulations are amended or otherwise interpreted in a manner such that an Extraordinary Event has occurred, the Calculation Agent may, but is not required to, make such adjustments (with limited exceptions) to any payment or other term of the Securities as it determines to be appropriate, acting in good faith, to account for the economic effect of such event on the Securities and determine the effective date of any such adjustment. See “Description of the Securities — Special Circumstances” in the base shelf prospectus. Such adjustments may adversely affect the maturity amount or early repayment amount, and the value of the Securities at or prior to maturity.

Initial Estimated Value:

The initial estimated value of the Securities set forth on the cover page is an estimate only, calculated on or about the date set forth on the cover page, and does not represent a minimum price at which the Bank, RBC DS or any of our affiliates would be willing to purchase the Securities in any secondary market.

In order to satisfy the Bank’s payment obligations under the Securities, the Bank may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) on the Issue Date, which may or may not be with RBC DS or one of our other subsidiaries. The terms of these hedging arrangements, if any, take into account a number of factors, including the Bank’s creditworthiness, interest rate movements, the volatility of the applicable underlying interest, and the term to maturity and any earlier call date of the Securities. The issue price of the Securities also reflects the selling commission and/or agency fee, if any, disclosed herein, as well as an amount retained by the Bank to compensate it for the creation, issuance and maintenance of the Securities (which may or may not also include any costs of its hedging obligations thereunder). The initial estimated value for the Securities may therefore be less than their issue price.

See “Risk Factors – The Initial Estimated Value of the Securities Is an Estimate Only, Calculated as of the Time the Terms of the Securities Were Set” in the base shelf prospectus.

Suitability for Investment:

You should consult with your advisors regarding the suitability of an investment in the Securities. The Securities may be suitable for investors:

seeking an investment product with exposure to the Underlying Interests;
who believe that the Portfolio Level will be equal to or above the Coupon Barrier Level on each Observation Date;
who believe that the Final Portfolio Level will not be below the Protection Barrier Level;
who are willing and can afford to risk substantially all of the principal amount of their investment;
looking for the potential to earn a return linked in part to the price performance of the Underlying Securities and who are prepared to assume the risks associated with an investment linked in part to the performance of the Underlying Securities;
looking for the potential to earn a return linked in part to the performance of the Underlying Indices, which are not price return indices and instead aim to track the gross total return performance of their respective Target Indices, less the applicable Adjusted Return Factors, and who are prepared to assume the risks associated with an investment linked in part to the performance of the Underlying Indices;
with an investment horizon equal to the term to maturity of the Securities who are prepared to hold the Securities until maturity, but who are willing to assume the risk that the Securities will be redeemed prior to the Maturity Date if the Portfolio Level is equal to or exceeds the Autocall Redemption Level on an Observation Date immediately preceding an Autocall Redemption Date;

who are prepared to take the risk that regular Interest Payments will not be made on the Securities; and
who understand that the potential return on the Securities is limited to the aggregate sum of Interest Payments made during the term of the Securities.

The Securities will be Fundserv Securities (defined in the base shelf prospectus) and will be issued through the “book-entry-only system”. See “Description of the Securities – Global Securities” and “– Legal Ownership” in the base shelf prospectus. If the Securities are issued in fully registered and certificated form in the circumstances described in the base shelf prospectus under “Description of the Securities – Legal Ownership – Book-Entry-Only Fundserv Securities”, the Autocall Redemption Amount (in the event of an Autocall Redemption Event) and any Interest Payments will be paid by the Bank to the registered holder.

Book-entry Only Securities:

Listing: The Securities will not be listed on any stock exchange. See “Risk Factors” in the base shelf prospectus. Secondary Market: Securities may be purchased through dealers and other firms that facilitate purchase

Securities may be purchased through dealers and other firms that facilitate purchase and related settlement using the Fundserv network. Securities may be resold using the Fundserv network at a sale price equal to the price posted on Fundserv as of the close of business on the Exchange Day on which the order is placed, as determined by and posted to Fundserv by the Calculation Agent, which sale price may be lower than the Principal Amount of such Securities, and such sale price may be less an Early Trading Charge as specified below. Generally, to be effective on a Business Day, a redemption request will need to be initiated by 2:00 p.m. (Toronto time) on that Business Day (or such other time as may be established by Fundserv). Any request received after such time will be deemed to be a request sent and received on the next following Business Day. See “Risk Factors – The Initial Estimated Value of the Securities May be Less than the Price to the Public and May not Reflect the Secondary Market Price, if any, of the Securities” and “Secondary Market for Securities – Fundserv” in the base shelf prospectus.

If a Security is sold within the first 120 days from the Issue Date, the proceeds from the sale of the Securities will be reduced by an early trading charge (“ Early Trading Charge ”) equal to a percentage of the Principal Amount determined as set out below.

If Sold Within the Following No. of	Early Trading Charge
Days from Issue Date	(% of Principal Amount)
1 - 20 days	3.50%
21 - 40 days	3.00%
41 - 60 days	2.50%
61 - 80 days	2.00%
81 - 100 days	1.50%
101 - 120 days	1.00%
Thereafter	Nil

In addition to any Early Trading Charge, many factors will affect the price at which you may be able to sell the Securities prior to maturity. For example, factors similar to those that may impact the value of zero coupon bonds and options may have an impact on the price of the Securities. Such factors include: (i) the Closing Levels of the Underlying Indices and the Closing Prices of the Underlying Securities; (ii) the time remaining to the Maturity Date; (iii) the volatility of the Underlying Interests; (iv) interest rates; (v) dividends or other income paid on the Underlying Securities or the securities included in the Target Indices; and (vi) changes in our financial condition, results from operations or credit rating. The effect of any one factor may be offset or magnified by the effect of another factor. It is possible in certain limited circumstances that a particular factor may have a contrary effect with the passage of time.

Ongoing information regarding the Securities, including the Portfolio Level and the daily closing price for the Securities, may be accessed at www.rbcnotes.com. There is no assurance that a secondary market for the Securities will develop or be sustained. See “Secondary Market for Securities” in the base shelf prospectus. Fiscal Agent: RBC DS. See “Description of the Securities – Fiscal Agency, Calculation Agency and Fundserv Depository Agreement” in the base shelf prospectus. Calculation Agent: RBC DS. See “Description of the Securities – Calculation Agent” and “Risk Factors” in the base shelf prospectus. Tax: Certain Canadian income tax considerations are described below under “Certain Canadian Income Tax Considerations” in Appendix D. Potential purchasers of Securities should consult with their own tax advisors having regard to their particular circumstances.

APPENDIX A

Information Regarding the Observation Dates, Interest Payment Dates and Autocall Redemption Dates

Observation Dates	Interest Payment Dates	Autocall Redemption
		Dates
January 21, 2025	January 24, 2025	-
February 18, 2025	February 21, 2025	-
March 18, 2025	March 21, 2025	-
April 21, 2025	April 24, 2025	-
May 20, 2025	May 23, 2025	-
June 18, 2025	June 24, 2025	June 24, 2025
July 18, 2025	July 23, 2025	-
August 18, 2025	August 21, 2025	-
September 18, 2025	September 23, 2025	September 23, 2025
October 20, 2025	October 23, 2025	-
November 18, 2025	November 21, 2025	-
December 18, 2025	December 23, 2025	December 23, 2025
January 20, 2026	January 23, 2026	-
February 18, 2026	February 23, 2026	-
March 18, 2026	March 23, 2026	March 23, 2026
April 20, 2026	April 23, 2026	-
May 19, 2026	May 22, 2026	-
June 18, 2026	June 24, 2026	June 24, 2026
July 20, 2026	July 23, 2026	-
August 18, 2026	August 21, 2026	-
September 18, 2026	September 23, 2026	September 23, 2026
October 19, 2026	October 22, 2026	-
November 18, 2026	November 23, 2026	-
December 18, 2026	December 23, 2026	December 23, 2026
January 19, 2027	January 22, 2027	-
February 18, 2027	February 23, 2027	-
March 18, 2027	March 23, 2027	March 23, 2027
April 19, 2027	April 22, 2027	-
May 18, 2027	May 21, 2027	-
June 21, 2027	June 24, 2027	June 24, 2027
July 19, 2027	July 22, 2027	-
August 18, 2027	August 23, 2027	-
September 20, 2027	September 23, 2027	September 23, 2027

Observation Dates	Interest Payment Dates	Autocall Redemption
		Dates
October 18, 2027	October 21, 2027	-
November 18, 2027	November 23, 2027	-
December 20, 2027	December 23, 2027	December 23, 2027
January 18, 2028	January 21, 2028	-
February 18, 2028	February 24, 2028	-
March 20, 2028	March 23, 2028	March 23, 2028
April 18, 2028	April 21, 2028	-
May 18, 2028	May 23, 2028	-
June 20, 2028	June 23, 2028	June 23, 2028
July 18, 2028	July 21, 2028	-
August 18, 2028	August 23, 2028	-
September 18, 2028	September 21, 2028	September 21, 2028
October 18, 2028	October 23, 2028	-
November 20, 2028	November 24, 2028	-
December 18, 2028	December 21, 2028	December 21, 2028
January 18, 2029	January 23, 2029	-
February 20, 2029	February 23, 2029	-
March 19, 2029	March 22, 2029	March 22, 2029
April 18, 2029	April 23, 2029	-
May 18, 2029	May 23, 2029	-
June 18, 2029	June 22, 2029	June 22, 2029
July 18, 2029	July 23, 2029	-
August 20, 2029	August 23, 2029	-
September 18, 2029	September 21, 2029	September 21, 2029
October 18, 2029	October 23, 2029	-
November 19, 2029	November 23, 2029	-
December 18, 2029	December 21, 2029	December 21, 2029
January 18, 2030	January 24, 2030	-
February 19, 2030	February 22, 2030	-
March 18, 2030	March 21, 2030	March 21, 2030
April 18, 2030	April 24, 2030	-
May 21, 2030	May 24, 2030	-
June 18, 2030	June 24, 2030	June 24, 2030
July 18, 2030	July 23, 2030	-
August 19, 2030	August 22, 2030	-
September 18, 2030	September 23, 2030	September 23, 2030

Observation Dates	Interest Payment Dates	Autocall Redemption
		Dates
October 18, 2030	October 23, 2030	-
November 18, 2030	November 21, 2030	-
December 18, 2030	December 23, 2030	December 23, 2030
January 21, 2031	January 24, 2031	-
February 18, 2031	February 21, 2031	-
March 18, 2031	March 21, 2031	March 21, 2031
April 18, 2031	April 23, 2031	-
May 20, 2031	May 23, 2031	-
June 18, 2031	June 24, 2031	June 24, 2031
July 18, 2031	July 23, 2031	-
August 18, 2031	August 21, 2031	-
September 18, 2031	September 23, 2031	September 23, 2031
October 20, 2031	October 23, 2031	-
November 18, 2031	November 21, 2031	-
December 18, 2031	December 31, 2031	-

APPENDIX B

Summary Information Regarding the Underlying Interests

Public Information

Information contained in this pricing supplement with respect to the Underlying Interests, the Target Indices and the constituent securities in the Target Indices was obtained from a number of public sources that the Bank believes to be reliable, including filings made with the securities regulators and information on the Index Sponsor’s website at www.solactive.com. The Bank and the Dealers, as well as their respective affiliates and associates, have not independently verified the accuracy or completeness of any such information, including the calculation, maintenance or publication of the Underlying Indices or the Target Indices. Additional information with respect to the Underlying Securities can be obtained from the public disclosure filed by each issuer with the United States Securities and Exchange Commission' on www.sec.gov or other publicly available sources.

Underlying Securities

The below table sets out details of the Underlying Securities comprising part of the Portfolio.

Entity Name	Symbol	Exchange	Portfolio Weight	Closing Price
				(as of December
				18, 2024)
Tesla, Inc.	TSLA	NASDAQ	16.667%	US$440.13
NVIDIA Corporation	NVDA	NASDAQ	16.667%	US$128.91

Tesla, Inc.

Tesla, Inc. operates as a multinational automotive and clean energy company. Tesla, Inc. designs and manufactures electric vehicles, battery energy storage from home to grid-scale, solar panels and solar roof tiles, and related products and services. Tesla, Inc. owns its sales and service network and sells electric power train components to other automobile manufacturers. Additional information relating to Tesla, Inc. can be obtained from the public disclosure filed by Tesla, Inc. with the United States Securities and Exchange Commission on www.sec.gov or other publicly available sources. Tesla, Inc.’s common stock is listed on the Nasdaq Global Market under the symbol “TSLA”. The annual dividend yield of the Underlying Securities in respect of Tesla, Inc. as of December 18, 2024 was 0.000%.

NVIDIA Corporation

NVIDIA Corporation designs, develops, and markets three dimensional (3D) graphics processors and related software. NVIDIA Corporation offers products that provides interactive 3D graphics to the mainstream personal computer market. NVIDIA Corporation’s shares of common stock are listed on the Nasdaq Global Select Market under the symbol “NVDA”. The annual dividend yield of the Underlying Securities in respect of NVIDIA Corporation as of December 18, 2024 was 0.000%.

Underlying Indices

Underlying Index	Constituent Securities	Portfolio Weight	Closing Level
			(as of December
			18, 2024)
Solactive TD AR 4.08 Index	The Toronto-Dominion Bank	16.667%	74.45
Solactive CVS Health AR 3.05 Index	CVS Health Corporation	16.667%	44.88
Solactive Enbridge AR 3.66 Index	Enbridge Inc.	16.667%	57.94
Solactive TELUS AR 1.5044 Index	TELUS Corporation	16.667%	20.29

The Underlying Indices and Target Indices are subject to adjustments in compliance with the rules of the Index Sponsor. For further details regarding these adjustments and the methodology for such indices, refer to the Index Sponsor’s website at www.solactive.com.

Solactive TD AR 4.08 Index

The Solactive TD AR 4.08 Index was first launched and published on February 28, 2024. It is an adjusted return index that aims to track the gross total return performance of the Target Index, subject to a reduction of a synthetic dividend of 4.08 index points per annum calculated monthly in arrears.

Solactive TD GTR Index

The Solactive TD GTR Index was first launched and published on September 5, 2023. It is a gross total return index that reflects the price changes of the Constituent Securities and the reinvestment in the index of any dividends and distributions paid in respect of the Constituent Securities. For the calculation of the level of the Target Index, any dividends or other distributions paid on the Constituent Securities are assumed to be reinvested on the Constituent Securities. The Target Index is subject to adjustments in compliance with the rules of the Index Sponsor. For further details regarding these adjustments and the methodology for the Target Index, refer to the Index Sponsor’s website at www.solactive.com.

Constituents of Solactive TD GTR Index

The only constituent securities in the Target Index are the common shares of The Toronto-Dominion Bank. The TorontoDominion Bank conducts a general banking business through banking branches and offices located throughout Canada and overseas. The bank and other subsidiaries offer a broad range of banking, advisory services, and discount brokerage to individuals, businesses, financial institutions, governments, and multinational corporations. The Toronto-Dominion Bank’s common shares are listed on the Toronto Stock Exchange under the symbol “TD”.

Solactive CVS Health AR 3.05 Index

The Solactive CVS Health AR 3.05 Index was first launched and published on October 23, 2024. It is an adjusted return index that aims to track the gross total return performance of the Target Index, subject to a reduction of a synthetic dividend of 3.05 index points per annum calculated monthly in arrears.

Solactive CVS Health GTR Index

The Solactive CVS Health GTR Index was first launched and published on October 23, 2024. It is a gross total return index that reflects the price changes of the Constituent Securities and the reinvestment in the index of any dividends and distributions paid in respect of the Constituent Securities. For the calculation of the level of the Target Index, any dividends or other distributions paid on the Constituent Securities are assumed to be reinvested on the Constituent Securities. The Target Index is subject to adjustments in compliance with the rules of the Index Sponsor. For further details regarding these adjustments and the methodology for the Target Index, refer to the Index Sponsor’s website at www.solactive.com.

Constituents of Solactive CVS Health GTR Index

The only constituent securities in the Target Index are the shares of common stock of CVS Health Corporation. CVS Health Corporation provides health care and retail pharmacy services. The company offers prescription medications, beauty, personal care, cosmetics, and health care products, as well as pharmacy benefit management (PBM), disease management, and administrative services. CVS Health operates in the United States and Puerto Rico. CVS Health Corporation’s common shares are listed on the New York Stock Exchange under the symbol “CVS”.

Solactive Enbridge AR 3.66 Index

The Solactive Enbridge AR 3.66 Index was first launched and published on February 28, 2024. It is an adjusted return index that aims to track the gross total return performance of the Solactive Enbridge GTR Index, subject to a reduction of a synthetic dividend of 3.66 index points per annum calculated monthly in arrears.

Solactive Enbridge GTR Index

The Solactive Enbridge GTR Index was first launched and published on September 5, 2023. It is a gross total return index that reflects the price changes of its constituent securities and the reinvestment in the index of any dividends and distributions paid in respect of such constituent securities. For the calculation of the level of the Solactive Enbridge GTR Index, any dividends or other distributions paid on the constituent securities of the Solactive Enbridge GTR Index are assumed to be reinvested on

the constituent securities of the Solactive Enbridge GTR Index. The Solactive Enbridge GTR Index is subject to adjustments in compliance with the rules of the Index Sponsor. For further details regarding these adjustments and the methodology for the Solactive Enbridge GTR Index, refer to the Index Sponsor’s website at www.solactive.com.

Constituents of Solactive Enbridge GTR Index

The only constituent securities in the Solactive Enbridge GTR Index are the common shares of Enbridge Inc. Enbridge Inc. operates as an energy delivery company. Enbridge Inc. offers crude oil and liquids pipeline systems involved in energy projects, natural gas transmission, and midstream businesses, as well as distributes electricity and retail energy products. Enbridge Inc. conducts business in North America.

Solactive TELUS AR 1.5044 Index

The Solactive TELUS AR 1.5044 Index was first launched and published on February 28, 2024. It is an adjusted return index that aims to track the gross total return performance of the Solactive TELUS GTR Index, subject to a reduction of a synthetic dividend of 1.5044 index points per annum calculated monthly in arrears.

Solactive TELUS GTR Index

The Solactive TELUS GTR Index was first launched and published on September 5, 2023. It is a gross total return index that reflects the price changes of its constituent securities and the reinvestment in the index of any dividends and distributions paid in respect of such constituent securities. For the calculation of the level of the Solactive TELUS GTR Index, any dividends or other distributions paid on the constituent securities of the Solactive TELUS GTR Index are assumed to be reinvested on the constituent securities of the Solactive TELUS GTR Index. The Solactive TELUS GTR Index is subject to adjustments in compliance with the rules of the Index Sponsor. For further details regarding these adjustments and the methodology for the Solactive TELUS GTR Index, refer to the Index Sponsor's website at www.solactive.com.

Constituents of Solactive TELUS GTR Index

The only constituent securities in the Solactive TELUS GTR Index are the common shares of TELUS Corporation. TELUS Corporation is a telecommunications company providing a variety of communications products and services. TELUS Corporation provides voice, data, Internet and wireless services to businesses and consumers in Canada. Additional information relating to TELUS Corporation can be obtained from the public disclosure filed by TELUS Corporation with the System for Electronic Data Analysis and Retrieval + on www.sedarplus.com or other publicly available sources. TELUS Corporation’s shares are listed on the TSX under the symbol “T”.

APPENDIX C

Sample Calculations of Final Redemption Amount or Autocall Redemption Amount and Interest Payments

The following examples show how the return on the Securities would be calculated under different scenarios. These examples are included for illustration purposes only. The performance of the Portfolio used in the examples is not an estimate or forecast of the performance of the Portfolio or the Securities. The actual performance of the Portfolio and the Securities will be different from these examples and the differences may be material. All examples assume that a holder of the Securities has purchased Securities with an aggregate Principal Amount of $100.00 and that no Extraordinary Event has occurred. For convenience, each vertical line in the charts below represents both a hypothetical Observation Date and the next succeeding Interest Payment Date. Where applicable, dollar amounts shown below are rounded to the nearest whole cent for ease of reading, but the amount(s) payable to an investor per Security may reflect more decimal places.

Hypothetical Calculation of the Initial Portfolio Level

It is assumed that the aggregate Principal Amount of Securities issued under this offering is US$12,000,000.00 and the (hypothetical) Closing Prices and Closing Levels of the Underlying Interests comprising the Portfolio on the Initial Valuation Date are as illustrated in the table below.

Underlying Interest	Closing Price / Level	Security Value in Portfolio	Portfolio Weight	Number of Underlying Securities / Index Units
Underlying Securities	Closing Price			Number of Underlying Securities
NVIDIA Corporation Tesla, Inc.	US$128.91 US$440.13	2,000,000.00 2,000,000.00	16.667% 16.667%	15,514.70018 4,544.11197
Underlying Indices	Closing Level			Number of Index Units
Solactive TD AR 4.08 Index Solactive CVS Health AR 3.05 Index Solactive Enbridge AR 3.66 Index Solactive TELUS AR 1.5044 Index	74.45 44.88 57.94 20.29	2,000,000.00 2,000,000.00 2,000,000.00 2,000,000.00	16.667% 16.667% 16.667% 16.667%	26,863.66689 44,563.27986 34,518.46738 98,570.72449

Based on those assumptions, the Initial Portfolio Level would be the sum of the values under “Value in Portfolio”, which is 12,000,000.00.

Hypothetical Calculation of the Final Portfolio Level

For illustration purposes, it is assumed that no Extraordinary Event has occurred and that the (hypothetical) Closing Prices and Closing Levels of the Underlying Interests comprising the Portfolio on the Final Valuation Date are as illustrated in the table below. For the purposes of the following table, certain values have been rounded to two decimal places.

Underlying Interest	Closing Price / Level	Number of Underlying Securities / Index Units	Value in Portfolio
Underlying Securities	Closing Price	Number of Underlying Securities
Tesla, Inc. NVIDIA Corporation	US$506.15 US$161.14	4,544.11197 15,514.70018	2,300,002.27 2,500,038.79
Underlying Indices	Closing Level	Number of Index Units
Solactive TD AR 4.08 Index Solactive CVS Health AR 3.05 Index	90.83 57.00	26,863.66689 44,563.27986	2,440,026.86 2,540,106.95

Solactive Enbridge AR 3.66 Index Solactive TELUS AR 1.5044 Index	68.95 24.35	34,518.46738 98,570.72449	2,380,048.33 2,400,197.14

Based on those assumptions, the Final Portfolio Level would be the sum of the values under “Value in Portfolio”, which is 14,560,420.34.

Sample Calculations

For convenience, each vertical line in the charts below represents both a hypothetical Observation Date and the next succeeding Interest Payment Date. Where applicable, dollar amounts shown below are rounded to the nearest whole cent for ease of reading, but the amount(s) payable to an investor per Security may reflect more decimal places.

Example #1 — Loss Scenario with Payment on the Maturity Date at Less Than the Principal Amount

==> picture [418 x 190] intentionally omitted <==

Indicates Observation Dates on which the Coupon Barrier Level is breached; therefore no Interest Payment will occur on the related Interest Payment Date.
Indicates Observation Dates on which there is a Digital Payout Event; therefore an Interest Payment will occur on the related Interest Payment Date.
— Portfolio Level

In this scenario, the Portfolio Level is below the Autocall Redemption Level on all Observation Dates, so the Securities would not be redeemed before the Maturity Date. The Portfolio Level is at or above the Coupon Barrier Level on 41 of the 84 Observation Dates. On the Final Valuation Date, the Final Portfolio Level is below the Protection Barrier Level.

(i) Interest Payments

Digital Payout Events occur on 41 of the 84 Observation Dates. Therefore, an Interest Payment would be payable for 41 Interest Periods on the applicable Interest Payment Date, for total Interest Payments of:

Principal Amount of Securities × 0.8550% per Interest Period × 41 Interest Periods

US$100.00 × 0.8550% × 41 = US$35.06

(ii) Final Redemption Amount

In this example, the Initial Portfolio Level is 12,000,000.00 and the Final Portfolio Level is 3,840,000.00. Therefore, the Final Redemption Amount is as follows:

Percentage Change = (3,840,000.00 - 12,000,000.00) / 12,000,000.00 = -0.68000 or -68.000%

Since the Final Portfolio Level is below the Protection Barrier Level, the Final Redemption Amount is calculated as follows: Final Redemption Amount = US$100.00 + (US$100.00 × -68.000%) = US$32.00

Therefore, the total amounts payable per Security from the Issue Date to the Maturity Date are:

(a) Total Interest Payments: US$35.06

(b) Final Redemption Amount: US$32.00
(c) Total amount paid over the term of the Securities: US$67.06

The equivalent annually compounded rate of return in this example is -5.55%.

Example #2 — Gain Scenario with Payment on the Maturity Date at the Principal Amount

==> picture [418 x 190] intentionally omitted <==

Indicates Observation Dates on which the Coupon Barrier Level is breached; therefore no Interest Payment will occur on the related Interest Payment Date.
• Indicates Observation Dates on which there is a Digital Payout Event; therefore an Interest Payment will occur on the related Interest Payment Date.
— Portfolio Level

In this scenario, the Portfolio Level is below the Autocall Redemption Level on all Observation Dates so the Securities would not be redeemed before the Maturity Date. The Portfolio Level is at or above the Coupon Barrier Level on 42 of the 84 Observation Dates. On the Final Valuation Date, the Final Portfolio Level is at or above the Protection Barrier Level.

(i) Interest Payments

Digital Payout Events occur on 42 of the 84 Observation Dates. Therefore, an Interest Payment would be payable for 42 Interest Periods on the applicable Interest Payment Date, for total Interest Payments of:

Principal Amount of Securities × 0.8550% per Interest Period × 42 Interest Periods

US$100.00 × 0.8550% × 42 = US$35.91

(ii) Final Redemption Amount

In this example, the Final Portfolio Level is greater than or equal to the Protection Barrier Level. Therefore, the Final Redemption Amount is US$100.00.

Therefore, the total amounts payable per Security from the Issue Date to the Maturity Date are:

(a) Total Interest Payments: US$35.91

(b) Final Redemption Amount: US$100.00
(c) Total amount paid over the term of the Securities: US$135.91

The equivalent annually compounded rate of return in this example is 4.48%.

Example #3 — Gain Scenario with Autocall Redemption Event

==> picture [418 x 190] intentionally omitted <==

Indicates Observation Date on which the Autocall Redemption Level is exceeded.
Indicates Observation Dates on which there is a Digital Payout Event; therefore an Interest Payment will occur on the related Interest Payment Date.
— Portfolio Level

In this scenario, the Portfolio Level is at or above the Autocall Redemption Level on the Observation Date that falls 33 months into the term of the Securities. This would constitute an Autocall Redemption Event and the Bank would redeem the Securities on the next succeeding Autocall Redemption Date. The Portfolio Level is at or above the Coupon Barrier Level on 33 Observation Dates prior to the Autocall Redemption Date.

(i) Interest Payments

Digital Payout Events occur on each of the 33 Observation Dates. Therefore, an Interest Payment would be payable for each Interest Period on the applicable Interest Payment Date (including on the Autocall Redemption Date), for total Interest Payments of:

Principal Amount of Securities × 0.8550% per Interest Period × 33 Interest Periods

US$100.00 × 0.8550% × 33 = US$28.22

(ii) Autocall Redemption Amount

The Autocall Redemption Amount per Security is equal to US$100.00.

Therefore, the total amounts payable per Security from the Issue Date to the Autocall Redemption Date are:

(a) Total Interest Payments: US$28.22

(b) Autocall Redemption Amount: US$100.00
(c) Total amount paid over the term of the Securities: US$128.22

The equivalent annually compounded rate of return in this example is 9.46%.

APPENDIX D

Certain Canadian Income Tax Considerations

In the opinion of Blake, Cassels & Graydon LLP, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “ Tax Act ”) generally applicable as of the date hereof to a purchaser who purchases Securities as beneficial owner at the time of their issuance under this pricing supplement who, at all relevant times, for purposes of the Tax Act, deals at arm’s length with the Bank and the Dealers (a “ Holder ”).

This summary is based upon the current provisions of the Tax Act and the regulations thereunder (the “ Regulations ”), all specific proposals to amend the Tax Act or such Regulations publicly announced by the federal Minister of Finance prior to the date hereof (the “ Proposals ”) and counsel’s understanding of the current administrative and assessing policies and practices of the Canada Revenue Agency (“ CRA ”) made publicly available prior to the date hereof. Except for the Proposals, this summary does not take into account or anticipate any changes in the law or the administrative and assessing policies or practices of the CRA, whether by judicial, regulatory, governmental or legislative action, nor does it take into account tax laws of any province or territory of Canada, or of any jurisdiction outside Canada. Provisions of provincial income tax legislation vary from province to province in Canada and may differ from federal income tax legislation. No assurance can be given that the Proposals will be implemented in their current form, or at all.

This summary is of a general nature only and is not intended to constitute, nor should it be relied upon or construed as, tax advice to any particular Holder, nor is it exhaustive of all possible Canadian federal income tax considerations. Holders should consult their own tax advisors as to the potential consequences to them of the acquisition, ownership and disposition of Securities having regard to their particular circumstances.

Except as described below under “Disposition of Securities Other Than to the Bank on the Maturity Date, on an Autocall Redemption Date or as a Consequence of an Extraordinary Event” or as otherwise indicated, all U.S. dollar amounts relevant in computing a Holder’s liability under the Tax Act with respect to the acquisition, holding or disposition of Securities must generally be converted into Canadian dollars using the rate of exchange quoted by the Bank of Canada for the applicable day or such other rate of exchange that is acceptable to the CRA. Holders of Securities may, as a consequence, realize income, capital gains or capital losses by virtue of changes in the value of the U.S. dollar relative to the Canadian dollar.

Holders Resident in Canada

The following discussion applies to a Holder who, at all relevant times, for the purposes of the Tax Act is an individual (other than a trust) who is resident (or deemed to be resident) in Canada, who acquires and holds the Securities as capital property, who is not affiliated with the Bank or any of the Dealers and who has not entered into a “derivative forward agreement” (as defined in the Tax Act) in respect of the Securities (a “ Resident Holder ”). Generally, Securities will be considered to be capital property to a Resident Holder provided that the Resident Holder does not hold the Securities in the course of carrying on a business (or as part of an adventure or concern in the nature of trade). Certain Resident Holders who might not otherwise be considered to hold their Securities as capital property may, in certain circumstances, have their Securities, and all other “Canadian securities” (as defined in the Tax Act) owned by such Resident Holders in the taxation year and each subsequent taxation year, treated as capital property as a result of having made the irrevocable election permitted by subsection 39(4) of the Tax Act. Resident Holders should note that such an election will not affect the requirement to include in income any interest accrued (or deemed to have accrued) on a Security to the time of a sale, assignment or transfer.

Interest Payments

The amount of any interest received or receivable (depending on the method regularly followed in computing income under the Tax Act) by a Resident Holder in a taxation year (including the amount of any Interest Payment or the amount of any interest received on an early repayment by the Bank as a consequence of an Extraordinary Event, as described below) will be required to be included in computing the Resident Holder’s income for the taxation year.

Disposition of Securities Other Than to the Bank on the Maturity Date, on an Autocall Redemption Date or as a Consequence of an Extraordinary Event

On an assignment or other transfer of a Security by a Resident Holder (other than to the Bank on the Maturity Date, or in connection with a redemption on an Autocall Redemption Date or an early repayment as a consequence of an Extraordinary Event), the Resident Holder will be required in the taxation year in which the assignment or transfer occurs to include in income the amount of interest accrued on the Security from the last Interest Payment Date to the time of such assignment or transfer

(except to the extent that such amount has already been included in the Resident Holder’s income). For these purposes, the amount of interest accrued to the time of such an assignment or transfer of a Security will be deemed to include an amount equal to the excess, if any, of the price for which the Security is so transferred over its outstanding Principal Amount at the time of the transfer. For purposes of this calculation, both the price for which the Security is transferred and the outstanding Principal Amount of the Security will be converted to Canadian dollars using the exchange rate prevailing at the time of the transfer. Resident Holders should consult their own tax advisors as to the amount, if any, required to be included in income on such an assignment or transfer of a Security, and whether or to what extent an offsetting deduction may be available to the extent that the portion of the consideration received or receivable by the Resident Holder for the Security that can reasonably be considered to be in respect of such accrued interest is less than the amount of such inclusion.

The net amount, if any, required to be so included in computing income as described above will be excluded in computing the Resident Holder’s proceeds of disposition of the Security. The Resident Holder generally will realize a capital loss (or a capital gain) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, are less than (or exceed) the Resident Holder’s adjusted cost base of the Security.

Disposition of Securities to the Bank on the Maturity Date, on an Autocall Redemption Date or as a Consequence of an Extraordinary Event

A Resident Holder will not be required to include any amount in income on account of interest in respect of a disposition of a Security to the Bank on the Maturity Date or on an Autocall Redemption Date if the Final Redemption Amount or Autocall Redemption Amount payable in respect of such Security, as applicable, as expressed in U.S. dollars is equal to or less than the Principal Amount of such Security, as expressed in U.S. dollars.

A Resident Holder who disposes of a Security to the Bank in connection with an early repayment as a consequence of an Extraordinary Event will be considered to receive interest in an amount equal to the excess, if any, of the amount paid to the Resident Holder by the Bank, as expressed in U.S. dollars, over the Principal Amount of the Security, as expressed in U.S. dollars.

A Resident Holder who disposes of a Security to the Bank, whether on the Maturity Date or in connection with a redemption on an Autocall Redemption Date or an early repayment as a consequence of an Extraordinary Event, generally will realize a capital loss (or capital gain) to the extent that the amount received at such time, excluding any amount considered to be received as interest as described above, is less than (or greater than) the Resident Holder’s adjusted cost base of such Security.

Treatment of Capital Losses and Capital Gains

Currently, one-half of any capital gain realized by a Resident Holder in a particular taxation year will constitute a taxable capital gain that must be included in the calculation of the Resident Holder's income for such year and one-half of any capital loss realized by a Resident Holder in a particular taxation year will constitute an allowable capital loss that must be deducted against taxable capital gains of the Resident Holder realized in such year and may be deductible against taxable capital gains in any of the Resident Holder's three previous taxation years or any subsequent taxation year, subject to and in accordance with the provisions of the Tax Act. Proposals that would amend certain parts of the capital gains regime (the “ Capital Gains Proposals ”) would increase a Resident Holder's capital gains inclusion rate for a taxation year ending after June 24, 2024 from one-half to two-thirds, subject to a transitional rule applicable for a Resident Holder’s 2024 taxation year that would reduce the capital gains inclusion rate for that taxation year to, in effect, be one-half for net capital gains realized before June 25, 2024. The Capital Gains Proposals also include provisions that would, generally, offset the increase in the capital gains inclusion rate for up to $250,000 of capital gains realized by the Resident Holder in a year, calculated net of any capital losses incurred in the year (or the portion of the year ending after June 24, 2024 in the case of the 2024 taxation year), and which are not offset by net capital losses from other years which are deducted against taxable capital gains in the year. If the Capital Gains Proposals are enacted as proposed, capital losses realized prior to June 25, 2024 which are deductible against capital gains included in income for the 2024 or subsequent taxation years will offset an equivalent capital gain regardless of the inclusion rate which applied at the time such capital losses were realized. Resident Holders should consult their own tax advisors.

Capital gains realized by a Resident Holder may give rise to a liability for alternative minimum tax.

Holders Not Resident in Canada

The following discussion applies to a Holder who, at all relevant times, for the purposes of the Tax Act: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with any Canadian resident (or deemed Canadian resident) to whom the Holder disposes of the Securities; (c) is entitled to receive all payments (including any interest and principal) made

on the Securities; (d) is not a “specified shareholder” of the Bank or a person who does not deal at arm’s length with a specified shareholder of the Bank for purposes of the “thin capitalization” rules in the Tax Act; (e) is not an entity in respect of which the Bank or any transferee resident (or deemed to be resident) in Canada to whom the Holder disposes of, loans or otherwise transfers the Securities is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in each case, for purposes of the “hybrid mismatch rules” in the Tax Act (the “ Hybrid Mismatch Rules ”); (f) does not use or hold and is not deemed to use or hold the Securities in the course of carrying on a business in Canada; and (g) is not an insurer carrying on an insurance business in Canada and elsewhere (a “ Non-Resident Holder ”).

Interest paid or credited or deemed to be paid or credited on the Securities to a Non-Resident Holder (including the amount of any Interest Payment, any amount paid as a consequence of an Extraordinary Event in excess of the Principal Amount and any interest deemed to be paid in certain cases involving the assignment or other transfer of a Security to a resident or deemed resident of Canada) will not be subject to Canadian non-resident withholding tax unless any portion of such interest is contingent or dependent on the use of or production from property in Canada or is computed by reference to revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class of shares of the capital stock of a corporation (“ Participating Debt Interest ”).

In addition, in certain circumstances, interest that is paid by a resident of Canada to a non-resident of Canada will be a deemed dividend, and therefore subject to Canadian non-resident withholding tax, where the interest constitutes the deduction component of a “structured arrangement” that is a “hybrid mismatch arrangement” as contemplated by the Hybrid Mismatch Rules.

The Bank intends to take the position that interest paid or credited or deemed to be paid or credited on the Securities will be Participating Debt Interest and, on this basis, expects that Canadian non-resident withholding tax will be withheld and remitted at the rate of 25% of the gross amount of any interest paid by the Bank or an affiliate of the Bank to a Non-Resident Holder (although the rate of this withholding tax may ultimately be reduced pursuant to the terms of an applicable income tax treaty or convention between Canada and the country of residence of the Non-Resident Holder). Non-Resident Holders should consult with their own tax advisors before acquiring a Security or disposing of a Security to a resident or deemed resident of Canada other than the Bank or an affiliate of the Bank.

There should be no other taxes on income (including taxable capital gains) payable by a Non-Resident Holder in respect of a Security.

Eligibility for Investment

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

Notwithstanding the foregoing, if Securities are “prohibited investments” (as that term is defined in the Tax Act) for an RRSP, RRIF, TFSA, RDSP, FHSA or RESP, the annuitant of the RRSP or RRIF, the holder of the TFSA, RDSP or FHSA, or the 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 Tax Act. Securities will be prohibited investments for an RRSP, RRIF, TFSA, RDSP, FHSA or RESP of a Plan Holder who has a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Bank or who does not deal at arm’s length, within the meaning of the Tax Act, with the Bank. Investors should consult their own tax advisors in this regard.

APPENDIX E

Additional Information

Documents Incorporated by Reference

This pricing supplement is deemed to be incorporated by reference into the base shelf prospectus solely for the purpose of our Senior Note Program and the Securities issued hereunder. The following documents, which have been filed by the Bank with the various securities commissions or similar authorities in Canada, are specifically incorporated by reference into, and form an integral part of, the base shelf prospectus as of the date of this pricing supplement:

our unaudited interim condensed consolidated financial statements, which comprise the condensed consolidated balance sheets as of July 31, 2024 and October 31, 2023, and the related interim condensed consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three and nine months ended July 31, 2024 and July 31, 2023, including selected explanatory notes, and our management’s discussion and analysis for the three and nine month periods ended July 31, 2024 (the “ Q3 2024 Management’s Discussion and Analysis ”);
our audited annual consolidated financial statements, which comprise the consolidated balance sheets as at October 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years then ended, including the related notes, Management’s Report on Internal Control over Financial Reporting as of November 29, 2023, the Independent Auditor’s Report dated November 29, 2023, the Report of Independent Registered Public Accounting Firm dated November 29, 2023, and our management’s discussion and analysis for the year ended October 31, 2023 (the “ 2023 Management’s Discussion and Analysis ”);
our annual information form dated November 29, 2023; and
our management proxy circular dated February 13, 2024 for our annual meeting of common shareholders held on April 11, 2024.

Caution Regarding Forward-Looking Statements

From time to time, we make written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. We may make forward-looking statements in the base shelf prospectus and in the documents incorporated by reference therein, in this pricing supplement, in other filings with Canadian regulators or the United States Securities and Exchange Commission, in reports to shareholders, and in other communications. In addition, our representatives may communicate forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements in, or incorporated by reference in, this prospectus include, but are not limited to, statements relating to our financial performance objectives, vision and strategic goals, the economic, market and regulatory review and outlook for Canadian, U.S., United Kingdom, European and global economies, the regulatory environment in which we operate, the expected impacts of the HSBC Bank Canada transaction, including transaction and integration costs, the risk environment including our credit risk, market risk, liquidity and funding risk, as well as the effectiveness of our risk monitoring, circumstances that impact the value of the Securities, transaction costs in the secondary market and profits that we or our affiliates expect to make in connection with hedging arrangements, and includes statements made by our President and Chief Executive Officer and other members of management. The forward-looking statements contained in, or incorporated by reference in, this prospectus represent the views of management and are presented for the purpose of assisting the holders of our securities, potential purchasers of our securities and financial analysts in understanding our financial position and results of operations as at and for the periods ended on the dates presented, as well as our financial performance objectives, vision, strategic goals and priorities and anticipated financial performance, and may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as “believe”, “expect”, “suggest”, “seek”, “foresee”, “forecast”, “schedule”, “anticipate”, “intend”, “estimate”, “goal”, “commit”, “target”, “objective”, “plan”, “outlook”, “timeline” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “might”, “should”, “could”, “can”, “would” or negative or grammatical variations thereof.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, both general and specific in nature, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct, that our financial performance, environmental & social or other objectives, vision and strategic goals will not be achieved and that our actual results may differ materially from such predictions, forecasts, projections, expectations or conclusions. We caution readers not to place undue reliance on our forwardlooking statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors – many of which are beyond our control and the effects of which can be difficult to predict – include, but are not limited to: credit, market, liquidity and funding, insurance, operational, regulatory compliance (which could lead to us being subject to various legal and regulatory proceedings, the potential outcome of which could include regulatory restrictions, penalties and fines), strategic, reputation, legal and regulatory environment, competitive, model, systemic risks

and other risks discussed in the risk sections of the 2023 Management’s Discussion and Analysis and the Risk management section of the Q3 2024 Management’s Discussion and Analysis incorporated by reference herein; including business and economic conditions in the geographic regions in which we operate, Canadian housing and household indebtedness, information technology, cyber and third-party risks, geopolitical uncertainty, environmental and social risk (including climate change), digital disruption and innovation, privacy, data and third-party related risks, regulatory changes, culture and conduct risks, the effects of changes in government fiscal, monetary and other policies, tax risk and transparency, and our ability to anticipate and successfully manage risks arising from all of the foregoing factors. Additional factors that could cause actual results to differ materially from the expectations in such forward-looking statements can be found in the risk sections of our 2023 Management’s Discussion and Analysis and the Risk management section of our Q3 2024 Management’s Discussion and Analysis, as may be updated by subsequent quarterly reports.

We caution that the foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make decisions with respect to us or the Securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, as well as the inherent uncertainty of forward-looking statements. Material economic assumptions underlying the forward-looking statements contained in, or incorporated by reference in, this prospectus are set out in the “Economic, market and regulatory review and outlook” section and for each business segment under the “Strategic priorities” and “Outlook” sections in our 2023 Management’s Discussion and Analysis, as updated by the “Economic, market and regulatory review and outlook” section of our Q3 2024 Management’s Discussion and Analysis. Such sections may be updated by subsequent quarterly reports. Except as required by law, we do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf.

Additional information about these and other factors can be found in the risk sections of our 2023 Management’s Discussion and Analysis and the Risk management section of our Q3 2024 Management’s Discussion and Analysis incorporated by reference in this prospectus, as may be updated by subsequent quarterly reports.

License Agreement and Disclaimer

All information contained in this pricing supplement regarding the Underlying Indices and the Target Indices, including, without limitation, the make-up, performance, method of calculation and changes in their constituents, has been derived from publicly available sources without independent verification. Such information reflects the policies of and is subject to change by the Index Sponsor. The Bank makes no representation or warranty as to the accuracy or completeness of such information. The Index Sponsor independently calculates, maintains and publishes the Underlying Indices and Target Indices. The Index Sponsor has no obligation to continue to publish, and may discontinue publication of, the Underlying Indices or the Target Indices. The Index Sponsor has no obligation relating to the Securities or amounts to be paid to an investor, including any obligation to take the needs of the Bank, the Dealers or the beneficial owners of the Securities into consideration for any reason. The Index Sponsor will not receive any of the proceeds of the offering of the Securities, is not responsible for and has not participated in, the offering of the Securities nor is it responsible for, nor will it participate in, the determination or calculation of the amount receivable by beneficial owners of the Securities. The Index Sponsor makes no representation or warranty, express or implied, regarding the advisability of investing in securities generally or the Securities in particular. Neither the Index Sponsor nor any of its affiliates are involved in the operation or distribution of the Securities and neither the Index Sponsor nor its affiliates shall have any liability for operation or distribution of the Securities or the failure of the Securities to achieve their investment objective.

The Index Sponsor is not related to the Bank or the Dealers. The Index Sponsor and the Bank have entered into a license agreement providing the Bank, in exchange for a fee, with the right to use the Underlying Indices in connection with the Securities. The Index Sponsor does not guarantee the accuracy or completeness of the Underlying Indices or the Target Indices, any data included therein, or any data from which it is derived, and the Index Sponsor has no liability for any errors, omissions, or interruptions therein. The Index Sponsor does not make any warranty, express or implied, as to results to be obtained from use of information provided by the Index Sponsor in respect of the Underlying Indices or the Target Indices and the Index Sponsor expressly disclaims all warranties of suitability with respect thereto.

The Underlying Indices and the Target Indices are calculated by the Index Sponsor. The Securities are not sponsored, promoted, sold or supported in any other manner by the Index Sponsor nor does the Index Sponsor offer any express or implicit guarantee or assurance either with regard to the results of using the Underlying Index and/or Underlying Indices trademark or the Closing Level at any time or in any other respect. The Underlying Indices and the Target Indices are calculated and published by the Index Sponsor. The Index Sponsor uses its best efforts to ensure that the Underlying Indices and the Target Indices are calculated correctly. Irrespective of its obligations towards the Bank, the Index Sponsor has no obligation to point out errors in the Underlying Indices or the Target Indices to third parties including but not limited to investors and/or financial intermediaries of the Securities. Neither publication of the Underlying Indices or the Target Indices by the Index Sponsor nor the use of the Underlying Indices or the Underlying Indices trademarks for the purpose of use in connection with the Securities constitutes a recommendation by the Index Sponsor to invest capital in the Securities nor does it in any way represent an assurance or opinion of the Index Sponsor with regard to any investment in the Securities.

The name “Solactive” is a registered trademark of the Index Sponsor. The Index Sponsor is registered with and regulated by the German Federal Financial Supervisory Authority.

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Decade Resources Ltd. — Capital/Financing Update 2024

46126_rns_2024-12-24_483a04ce-772b-4cad-8dfa-4e40a80164bc.pdf

Pricing Supplement No. 1206 to Short Form Base Shelf Prospectus dated March 15, 2024

Price: US$100 per Security Minimum Subscription: US$5,000 (50 Securities)

Marketing Materials

Bank Trademarks

Description of the Securities

Underlying Securities:

Portfolio Level:

– (Final Portfolio Level Initial Portfolio Level)

Interest Payments:

Eligibility for Investment:

Risk Factors:

Limited Upside Participation by the Securities

Uncertain Return until Final Valuation Date

Volatility May Affect the Return on or Trading Value of the Securities

The Securities may be Redeemed prior to the Maturity Date

The Underlying Indices and Target Indices Have Limited Performance Histories

Income Tax Considerations

Initial Estimated Value:

Suitability for Investment:

APPENDIX A

APPENDIX B

Summary Information Regarding the Underlying Interests

Public Information

Underlying Securities

Tesla, Inc.

NVIDIA Corporation

Underlying Indices

Solactive TD AR 4.08 Index

Solactive TD GTR Index

Constituents of Solactive TD GTR Index

Solactive CVS Health AR 3.05 Index

Solactive CVS Health GTR Index

Constituents of Solactive CVS Health GTR Index

Solactive Enbridge AR 3.66 Index

Solactive Enbridge GTR Index

Constituents of Solactive Enbridge GTR Index

Solactive TELUS AR 1.5044 Index

Solactive TELUS GTR Index

Constituents of Solactive TELUS GTR Index

APPENDIX C

Sample Calculations of Final Redemption Amount or Autocall Redemption Amount and Interest Payments

Hypothetical Calculation of the Initial Portfolio Level

Hypothetical Calculation of the Final Portfolio Level

Sample Calculations

Example #1 — Loss Scenario with Payment on the Maturity Date at Less Than the Principal Amount

(i) Interest Payments

(ii) Final Redemption Amount

(i) Interest Payments

(ii) Final Redemption Amount

(i) Interest Payments

US$100.00 × 0.8550% × 33 = US$28.22

(ii) Autocall Redemption Amount

APPENDIX D

Certain Canadian Income Tax Considerations

Holders Resident in Canada

Interest Payments

Disposition of Securities Other Than to the Bank on the Maturity Date, on an Autocall Redemption Date or as a Consequence of an Extraordinary Event

Disposition of Securities to the Bank on the Maturity Date, on an Autocall Redemption Date or as a Consequence of an Extraordinary Event

Treatment of Capital Losses and Capital Gains

Holders Not Resident in Canada

Eligibility for Investment

APPENDIX E

Additional Information

Documents Incorporated by Reference

Caution Regarding Forward-Looking Statements

License Agreement and Disclaimer

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Decade Resources Ltd. Capital/Financing Update 2024