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IMPACT SILVER CORP — Capital/Financing Update 2024
Apr 15, 2024
42671_rns_2024-04-15_016a162c-96ec-4b6a-96c5-9cf405c43dc2.pdf
Capital/Financing Update
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The National Bank of Canada (the “Bank”) short form base shelf prospectus dated June 29, 2022, as amended or supplemented (the “Prospectus”), the prospectus supplement entitled NBC Auto Callable Contingent Income Note Securities (no direct currency exposure) Program dated June 29, 2022, as amended or supplemented (the “Prospectus Supplement”) and the pricing supplement No. ACCI4563 dated April 15, 2024 (the “Pricing Supplement”) (together, the “Prospectus”), containing important information relating to the Note Securities described in this document, have been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the Prospectus is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the Note Securities offered. Prospective investors should read the Prospectus, and any amendment thereto, for disclosure of those facts, especially risk factors relating to the Note Securities offered, before making an investment decision. Capitalized terms used herein and not otherwise defined have the meaning ascribed thereto in the Pricing Supplement, the Prospectus Supplement and the Prospectus. The Note Securities constitute Index Linked Note Securities under the Prospectus.
NBC NOTE SECURITIES
NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier) linked to the Solactive United States 2000 Hedged to CAD Index 3% Decrement, due on May 6, 2031
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Linked to the 7-year term Callable quarterly
(Starting in November 2024)
Solactive United States 2000
Hedged to CAD Index 3%
Decrement
Potential Coupon Payments: Maturity-Monitored Barrier:
$8.82 p.a. -30.00%
Paid monthly
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OFFER PERIOD: April 16, 2024 to April 30, 2024
ISSUANCE DATE:
May 6, 2024
INVESTMENT HIGHLIGHTS:
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Reference Asset:
The Reference Asset is the Solactive United States 2000 Hedged to CAD Index 3% Decrement, which aims to track the gross total return performance of the Solactive United States 2000 Hedged to CAD Index TR, reduced by a decrement factor of 3.00% per annum calculated daily in arrears (the “Decrement Factor”).
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Coupon Payment Threshold: -30.00%
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Coupon Payment Frequency: Monthly, as set forth in Schedule A
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Call Frequency: Quarterly, starting in November 2024, as set forth in Schedule A Call Threshold: 10.00%
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Participation Factor: 0.00% Currency: Canadian dollars Early Trading Charge: $3.60 per Note Security, declining every 10 days by $0.30 to be $0.00 after 120 days from and including the Issuance Date Daily secondary market available under normal market conditions
The historical dividend and/or distribution yield of such constituent securities has never reached or has never maintained for a significant period of time the Decrement Factor. As a result, the Reference Asset is expected to systematically underperform the price return version of the TR Index (that is, a version that does not reflect the reinvestment of dividends and/or distributions paid on the equity securities making up the TR Index) over the term of the Note Securities.
As of the date of hereof, the Decrement Factor materially exceeds the annual dividend yield of the TR Index constituents. As of April 8, 2024, the dividends and/or distributions paid on account of the constituent securities that comprise the TR Index represented an annual indicative yield of approximately 1.37%.
The pricing features of note securities are based, amongst other factors, on the decrement factor. Everything else being equal, the higher the decrement factor, the better the pricing features of note securities (including the potential return).
- → Should you have any questions, do not hesitate to contact your advisor.
FUNDSERV CODE: NBC27689
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Dated April 15, 2024
2
Sample Return Calculations
The following are hypothetical examples included for illustration purposes only. The amounts and all other variables used are hypothetical and are not forecasts or projections. No assurance can be given that the results shown in these examples will be achieved.
Example 1
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60%
40%
20%
Call Threshold
Variable Return Threshold
0%
-20%
Coupon Payment Threshold
Barrier
-40%
-60% Reference Portfolio Return
-80%
V1 V3 V5 V7 V9 V11 V13 V15 V17 V19 V21 V23 V25 V27
Issuance
Date
V1 to V26: Call Valuation Dates
V27: Final Valuation Date
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| Cash Flow Summary | Cash Flow Summary |
|---|---|
| Sum of Coupon Payments | $4.41 (6 Coupon Payments) |
| Maturity Redemption Payment | $50.00 |
| Total Payments | $54.41 (Annual compounded return of -8.33%) |
Example 2
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60%
40%
20%
Call Threshold
Variable Return Threshold
0%
-20%
Coupon Payment Threshold Barrier
-40%
-60% Reference Portfolio Return
-80%
V1 V3 V5 V7 V9 V11 V13 V15 V17 V19 V21 V23 V25 V27
Issuance
Date
V1 to V26: Call Valuation Dates
V27: Final Valuation Date
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| Cash Flow Summary | Cash Flow Summary |
|---|---|
| Sum of Coupon Payments | $30.87 (42 Coupon Payments) |
| Maturity Redemption Payment | $100.00 |
| Total Payments | $130.87 (Annual compounded return of 3.92%) |
Example 3
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60%
40%
20%
Call Threshold
0% Variable Return Threshold
Reference Portfolio Return
-20%
Barrier
Coupon Payment Threshold
-40%
-60%
-80%
V1 V3 V5 V7 V9 V11 V13 V15 V17 V19 V21 V23 V25 V27
Issuance
Date
V1 to V26: Call Valuation Dates
V27: Final Valuation Date
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| Cash Flow Summary | Cash Flow Summary |
|---|---|
| Sum of Coupon Payments | $61.74 (84 Coupon Payments) |
| Maturity Redemption Payment | $100.00 |
| Total Payments | $161.74 (Annual compounded return of 7.11%) |
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Example 4
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60%
40%
20%
Call Threshold
Variable Return Threshold
0%
Reference Portfolio Return
-20%
Coupon Payment Threshold
Barrier
-40%
-60%
V1 V3
Issuance
Date V1 to V3: Call Valuation Dates
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| Cash Flow Summary | Cash Flow Summary |
|---|---|
| Sum of Coupon Payments | $8.82 (12 Coupon Payments) |
| Maturity Redemption Payment | $100.00 |
| Total Payments | $108.82 (Annual compounded return of 8.82%) |
Summary of the Offering
| Issuer Credit Rating: |
Long-Term Non Bail-inable Senior Debt rated DBRS: AA / S&P: A / Moody’s: Aa3 / Fitch: AA- The Note Securities have not been rated by any rating agencies. |
Long-Term Non Bail-inable Senior Debt rated DBRS: AA / S&P: A / Moody’s: Aa3 / Fitch: AA- The Note Securities have not been rated by any rating agencies. |
Long-Term Non Bail-inable Senior Debt rated DBRS: AA / S&P: A / Moody’s: Aa3 / Fitch: AA- The Note Securities have not been rated by any rating agencies. |
Long-Term Non Bail-inable Senior Debt rated DBRS: AA / S&P: A / Moody’s: Aa3 / Fitch: AA- The Note Securities have not been rated by any rating agencies. |
Long-Term Non Bail-inable Senior Debt rated DBRS: AA / S&P: A / Moody’s: Aa3 / Fitch: AA- The Note Securities have not been rated by any rating agencies. |
Long-Term Non Bail-inable Senior Debt rated DBRS: AA / S&P: A / Moody’s: Aa3 / Fitch: AA- The Note Securities have not been rated by any rating agencies. |
|---|---|---|---|---|---|---|
| Principal Amount: | $100 | |||||
| Minimum Subscription: |
$1,000 (10 Note Securities) | |||||
| Final Valuation Date: |
April 29, 2031 | |||||
| Maturity Date: | May 6, 2031 | |||||
| Reference Portfolio: |
||||||
| Reference Asset Name | Reference Asset Ticker from Bloomberg |
Price Source | Closing Level | Reference Asset Type |
Reference Asset Weight |
|
| Solactive United States 2000 Hedged to CAD Index 3% Decrement |
SUSA2KC3 | Solactive AG | Closing level | Index (decrement index) |
100% | |
| Maturity Redemption Payment: |
The Maturity Redemption Payment per Note Security will be as follows: (i) if the Reference Portfolio Return is equal to or higher than the Call Threshold on a Call Valuation Date, the Note Securities will be automatically called on the applicable Call Date and the Maturity Redemption Payment will be equal to $100 x [1 + Variable Return]; or (ii) if the Note Securities are not automatically called and the Reference Portfolio Return is positive on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100 x [1 + Variable Return]; or (iii) if the Note Securities are not automatically called and the Reference Portfolio Return is nil or negative but equal to or higher than the Barrier on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100; or (iv) if the Note Securities are not automatically called and the Reference Portfolio Return is negative and lower than the Barrier on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100 x [1 + Reference Portfolio Return]. |
Except for the Coupon Payments during the term of the Note Securities, investors should understand from the foregoing that they will be entitled to a single payment under the Note Securities on either the Maturity Date or a Call Date. If the Note Securities are automatically called, the investment in the Note Securities will terminate as of the applicable Call Date and as such, Holders will receive the Maturity Redemption Payment applicable to such Call Date and not the Maturity Redemption Payment that they would have otherwise been entitled to on a subsequent Call Date or on the Maturity Date if the Note Securities had not been called.
Notwithstanding the foregoing, the Maturity Redemption Payment will be subject to a minimum of 1% of the Principal Amount.
| Variable Return: | A percentage calculated as follows: | A percentage calculated as follows: |
|---|---|---|
| (i) | where the Reference Portfolio Return on a given Call Valuation Date or on the Final Valuation Date is less than or equal to the Variable | |
| Return Threshold, the Variable Return will be equal to 0%; or | ||
| (ii) | where the Reference Portfolio Return on a given Call Valuation Date or on the Final Valuation Date is greater than the Variable Return | |
| Threshold, the Variable Return will be equal to the product of (i) the Participation Factor and (ii) the amount by which the Reference | ||
| Portfolio Return exceeds the Variable Return Threshold. | ||
| Variable Return Threshold: |
0.00% | |
| Reference | On any day, the weighted average return of the Reference Assets calculated as the sum of the Weighted Reference Asset Return of each of the | |
| Portfolio Return: | Reference Assets comprising the Reference Portfolio. |
4
| Weighted Reference Asset Return: |
For each Reference Asset contained in the Reference Portfolio and on any day, the product of (i) the Reference Asset Return and (ii) the Reference Asset Weight. |
|---|---|
| Reference Asset | For each Reference Asset contained in the Reference Portfolio and on any day, a number, expressed as a percentage, calculated as follows: |
| Return: | |
| (Closing Level / Initial Level) – 1 | |
| Initial Level: | The Closing Level on the Issuance Date. |
| Final Level: | The Closing Level on the Call Valuation Date and the Final Valuation Date. |
| Coupon Payment | Provided that the Reference Portfolio Return is equal to or higher than the Coupon Payment Threshold on the applicable Coupon Payment Valuation |
| Feature: | Date, Holders will be entitled to receive Coupon Payments of $0.735 (equivalent to 0.735% of the Principal Amount of each Note Security) on each |
| Coupon Payment Date, as set forth in the Pricing Supplement. | |
| Dealers: | National Bank Financial Inc. (“NBF”) and CIBC World Markets Inc. (the “Dealers”). CIBC World Markets Inc. will act as Independent Dealer. The |
| Dealers will act as agents in connection with the offering and sale of the Note Securities. | |
| Listing and | The Note Securities will not be listed on any securities exchange or quotation system. NBF intends to maintain until the Final Valuation Date (or |
| Secondary Market: | until a Call Valuation Date, if the Note Securities are automatically called (i.e. redeemed) prior to the Maturity Date), under normal market |
| conditions, a daily secondary market for the Note Securities. If the price or the level of a Reference Asset is not published or, in an applicable | |
| case, if trading in a Reference Asset is disrupted or suspended, or if any other Market Disruption Event occurs, NBF will generally deem that normal | |
| market conditions do not exist. NBF may, in its sole discretion, stop maintaining a market for the Note Securities at any time without any prior | |
| notice to Holders. There can be no assurance that a secondary market will develop or, if one develops, that it will be liquid. | |
| In addition, any sale of Note Securities facilitated by NBF may be subject to an early trading charge, deductible from the sale proceeds of the | |
| Note Securities. Holders who have purchased Note Securities using the Fundserv network will be limited to the Fundserv network to sell Note | |
| Securities. Holders will thereby need to initiate an irrevocable request to sell the Note Securities to NBF. Provided the order is received before | |
| 1:00 p.m. (Montreal time), or such other time as may be established by NBF (the “Sale Deadline Time”) on any Business Day, the request will be | |
| treated on the same day. Any request received after such time or on a day that is not a Business Day will be deemed to be a request sent and | |
| received before the Sale Deadline Time on the following Business Day. |
Eligibility for Investment: Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs, TFSAs and FHSAs. See “Eligibility for Investment” in the Prospectus and the Pricing Supplement.
5
Suitability for Investment
The Note Securities are not suitable for all investors. In determining whether the Note Securities are a suitable investment for you please consider that:
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the Note Securities provide no guaranteed Coupon Payments and if the Reference Portfolio Return is lower than the Coupon Payment Threshold on a Coupon Payment Valuation Date, you will receive no Coupon Payment on the related Coupon Payment Date, and you will receive no Coupon Payments over the term of the Note Securities if this occurs on all Coupon Payment Valuation Dates;
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the Note Securities provide no protection for your original principal investment and if (i) the Reference Portfolio Return is lower than the Call Threshold on every Call Valuation Date and is lower than the Barrier on the Final Valuation Date, and (ii) the sum of the resulting Maturity Redemption Payment and the aggregate Coupon Payments paid during the term of the Note Securities is less than the Principal Amount, you will receive an amount which is less than your original principal investment over the term of the Note Securities;
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you will not be entitled to any return beyond the Coupon Payments and the repayment of your original principal investment;
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your Note Securities will be redeemed automatically prior to the Maturity Date if on any Call Valuation Date the Reference Portfolio Return is equal to or higher than the Call Threshold;
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your investment strategy should be consistent with the investment features of the Note Securities;
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your investment time horizon should correspond with the term of the Note Securities; and
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your investment will be subject to the risk factors summarized in the section “Risk Factors” in the Prospectus.
Risk Factors
The Note Securities differ from conventional debt and fixed income investments; repayment of the entire Principal Amount is not guaranteed. The Note Securities entail downside risk and are not designed to be alternatives to conventional debt or fixed income investments or money market instruments.
Investing in the Note Securities involves risks that are described under “Risk Factors” in the Prospectus, including, without limitation, the section therein entitled “Certain Risk Factors related to the Index Linked Note Securities”. Investors should be mindful of the following additional risks involved with an investment in the Note Securities:
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The deduction of the Decrement Factor will cause the Reference Asset to systematically underperform the price return version of the TR Index.
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As a consequence of the deduction of the fixed Decrement Factor, there is a greater risk of an adverse investment outcome under the Note Securities than there would be on otherwise comparable securities linked to the price return version of the TR Index with similar parameters.
Purchasers are urged to read the information about these risks, together with the other information in the Prospectus, before investing in the Note Securities. Holders who are not prepared to accept the risks described in the Prospectus should not invest in the Note Securities.
Use of the Reference Asset
The Reference Asset is the intellectual property (including any registered trademarks) of Solactive AG, which is used under license. The Note Securities are not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regards to the results of using the Reference Asset and/or Reference Asset trademark or the Closing Level of the Reference Asset at any time or in any other respect.
NOTICE
The Note Securities will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon insolvency of the deposit taking institution.
Amounts paid to Holders will depend on the performance of the Reference Portfolio. None of the Bank, its affiliates, the Dealers, or any other person or entity guarantees that Holders will receive an amount equal to their original investment in the Note Securities or guarantees that any return will be paid on the Note Securities. Since the Note Securities are not protected and the Principal Amount will be at risk (other than the minimum Maturity Redemption Payment of 1% of the Principal Amount), it is possible that Holders could lose some or substantially all of their original investment in the Note Securities.
For the various risks associated with such an investment, please see the “Risk Factors” section of this document and the “Risk Factors” section in the Prospectus Supplement and the Prospectus. Any prospective investor must be able to bear the risks involved and must meet the suitability requirements of the Note Securities. Please see the section “Suitability of the Note Securities for Investors” in the Pricing Supplement and the Prospectus Supplement.
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6
SCHEDULE A
Call Dates, Coupon Payment Dates and Valuation Dates
The following dates are subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.
| Coupon Payment Valuation Dates/ | Coupon Payment Dates/ | Coupon Payment Valuation Dates/ | Coupon Payment Dates/ |
|
| Call Valuation Dates | Call Dates | Call Valuation Dates | Call Dates | |
| May 30, 2024 | June 6, 2024* | November 29, 2027 | December 6, 2027* | |
| June 27, 2024 | July 8, 2024* | December 21, 2027 | December 31, 2027* | |
| July 29, 2024 | August 6, 2024* | January 31, 2028 | February 7, 2028 | |
| August 29, 2024 | September 6, 2024* | February 28, 2028 | March 6, 2028* | |
| September 27, 2024 | October 7, 2024* | March 30, 2028 | April 6, 2028* | |
| October 30, 2024 | November 6, 2024 | May 1, 2028 | May 8, 2028 | |
| November 29, 2024 | December 6, 2024* | May 30, 2028 | June 6, 2028* | |
| December 20, 2024 | December 31, 2024* | June 27, 2028 | July 6, 2028* | |
| January 30, 2025 | February 6, 2025 | July 31, 2028 | August 8, 2028 | |
| February 27, 2025 | March 6, 2025* | August 29, 2028 | September 6, 2028* | |
| March 31, 2025 | April 7, 2025* | September 28, 2028 | October 6, 2028* | |
| April 29, 2025 | May 6, 2025 | October 30, 2028 | November 6, 2028 | |
| May 30, 2025 | June 6, 2025* | November 29, 2028 | December 6, 2028* | |
| June 26, 2025 | July 7, 2025* | January 2, 2029 | January 9, 2029* | |
| July 29, 2025 | August 6, 2025 | January 30, 2029 | February 6, 2029 | |
| August 29, 2025 | September 8, 2025* | February 27, 2029 | March 6, 2029* | |
| September 26, 2025 | October 6, 2025* | March 29, 2029 | April 6, 2029* | |
| October 30, 2025 | November 6, 2025 | April 30, 2029 | May 7, 2029 | |
| December 1, 2025 | December 8, 2025* | May 30, 2029 | June 6, 2029* | |
| December 22, 2025 | December 31, 2025* | June 27, 2029 | July 6, 2029* | |
| January 30, 2026 | February 6, 2026 | July 30, 2029 | August 7, 2029 | |
| February 27, 2026 | March 6, 2026* | August 29, 2029 | September 6, 2029* | |
| March 27, 2026 | April 6, 2026* | September 28, 2029 | October 9, 2029* | |
| April 29, 2026 | May 6, 2026 | October 30, 2029 | November 6, 2029 | |
| June 1, 2026 | June 8, 2026* | November 29, 2029 | December 6, 2029* | |
| June 25, 2026 | July 6, 2026* | January 2, 2030 | January 9, 2030* | |
| July 29, 2026 | August 6, 2026 | January 30, 2030 | February 6, 2030 | |
| August 31, 2026 | September 8, 2026* | February 27, 2030 | March 6, 2030* | |
| September 28, 2026 | October 6, 2026* | April 1, 2030 | April 8, 2030* | |
| October 30, 2026 | November 6, 2026 | April 29, 2030 | May 6, 2030 | |
| November 30, 2026 | December 7, 2026* | May 30, 2030 | June 6, 2030* | |
| December 22, 2026 | December 31, 2026* | June 27, 2030 | July 8, 2030* | |
| February 1, 2027 | February 8, 2027 | July 29, 2030 | August 6, 2030 | |
| March 1, 2027 | March 8, 2027* | August 29, 2030 | September 6, 2030* | |
| March 30, 2027 | April 6, 2027* | September 27, 2030 | October 7, 2030* | |
| April 29, 2027 | May 6, 2027 | October 30, 2030 | November 6, 2030 | |
| May 28, 2027 | June 7, 2027* | November 29, 2030 | December 6, 2030* | |
| June 25, 2027 | July 6, 2027* | December 20, 2030 | December 31, 2030* | |
| July 29, 2027 | August 6, 2027 | January 30, 2031 | February 6, 2031 | |
| August 30, 2027 | September 7, 2027* | February 27, 2031 | March 6, 2031* | |
| September 28, 2027 | October 6, 2027* | March 31, 2031 | April 7, 2031* | |
| November 1, 2027 | November 8, 2027 | April 29, 2031 | Maturity Date* |
* The Note Securities are not callable on such dates.