NextSource Materials Inc. — Capital/Financing Update 2023

Sep 28, 2023

==> picture [116 x 31] intentionally omitted <==

CIBC PREMIUM AUTOCALLABLE NOTES LINKED TO NVIDIA CORPORATION, SERIES 1

Principal At Risk Notes – Due August 25, 2028

Dated August 16, 2023

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

6.00% Annual Contingent Coupon Annual Autocall Feature (starting in August 2024) Payments

40.00% Contingent Principal Protection

(6.00% per annum)

Investment Highlights

Currency

CAD Denominated.

Reference Share

The common shares of NVIDIA Corporation listed on the Nasdaq (Nasdaq: NVDA).

Cash Flow

The Notes offer the opportunity to obtain annual Coupon Payments equal to the Coupon Amount of $6.00 per Note if the Reference Share Return on the applicable Valuation Date is greater than or equal to -40.00% and less than 0.00%.

Call Feature

The Notes will be automatically called by CIBC on a Call Date if the Reference Share Return on the applicable Valuation Date is greater than or equal to 0.00%. If the Notes are called by CIBC on any of the Call Dates, Investors will receive a minimum Fixed Return plus 5.00% of the amount, if any, by which the Reference Share Return exceeds such Fixed Return.

Fixed Return

The “Fixed Returns” are as follows:

Valuation Date	Fixed Return
August 19, 2024	12.00%
August 18, 2025	24.00%
August 18, 2026	36.00%
August 18, 2027	48.00%
August 18, 2028	60.00%

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 1

Potential Upside

If the Notes are not automatically called by CIBC and if the Reference Share Return at maturity is greater than or equal to 0.00%, Investors will receive a minimum return of 60.00% (annual compounded return of 9.86%) in addition to any Coupon Payments received over the term of the Notes, and will also receive 5.00% of the amount, if any, by which the Reference Share Return exceeds 60.00%.

Contingent Principal Protection

If the Notes are not automatically called by CIBC and if the Reference Share Return at maturity is negative, the Notes provide principal protection at maturity if the Reference Share Return is greater than or equal to -40.00% on the final Valuation Date. If, however, the Reference Share Return is less than -40.00% on the final Valuation Date, Investors will receive less than the Principal Amount at maturity, subject to a minimum payment of $1.00 per Note.

Term Available Until Issue Date Maturity Date (if not called) Minimum Investment How to Buy	Term Available Until Issue Date Maturity Date (if not called) Minimum Investment How to Buy	Term Available Until Issue Date Maturity Date (if not called) Minimum Investment How to Buy
5 Years August 16, 2023 August 22, 2023 August 25, 2028 $5,000 Wood Gundy: SyndNET Third Party: Fundserv CBL14985
Distribution groups 1 British Columbia: 877 858-9332 Ontario: 416 552-1275	Distribution groups 2 Prairies: 416 581-5743 Québec: 514 847-6485	Distribution groups 3 Atlantic Canada: 514 847-6431 Fundserv Client Services: 866 474-0142

Investors will not have any right to receive any dividends or other distributions on the Reference Share. The annual dividend yield of the Reference Share was 0.04% for the 12 months ended August 8, 2023, which would represent aggregate dividends of 0.20% over the five year term of the Notes, assuming the dividend yield remains consistent and the dividends are not reinvested.

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 2

Hypothetical Examples

The following hypothetical examples show how the Coupon Payments and the Maturity Amount would be calculated under four different scenarios. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Reference Share at any time during the term of the Notes or the return that may be paid on the Notes. The actual performance of the Reference Share will be different from these hypothetical examples and the differences may be material.

Hypothetical Scenario #1 with no Coupon Payments payable and the Notes are not called prior to maturity

In this hypothetical scenario, the Reference Share Return was less than −40.00% on each Valuation Date. Accordingly, the Notes were not automatically called by CIBC prior to maturity and Investors would not be entitled to receive a Coupon Payment on any of the Coupon Payment Dates. The Variable Return at maturity will be -50.00% per Note, as the Reference Share Return is less than -40.00% on the final Valuation Date. In this example the total cumulative return is −50.00% (which is equal to an annual compounded return of −12.94%).

Annual Valuation Date	Reference Share Return	Coupon Payment
1	-50.00%	$0.00
2	-50.00%	$0.00
3	-54.00%	$0.00
4	-50.00%	$0.00
5	-50.00%	$0.00

5	-50.00%
Total Coupon Payments:	$0.00
Variable Return:	-50.00%
Maturity Amount:	$100.00 x (100.00% - 50.00%) = $50.00
Annual Compounded Return:	-12.94%

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 3

Hypothetical Scenario #2 with Coupon Payments payable on two Coupon Payment Dates and the Notes are not called prior to maturity

In this hypothetical scenario, the Reference Share Return was less than 0.00% on five Valuation Dates and the Reference Share Return was less than 0.00% and greater than or equal to −40.00% on two Valuation Dates. Accordingly, the Notes were not automatically called by CIBC prior to maturity and Investors would be entitled to receive Coupon Payments on two Coupon Payment Dates (aggregate Coupon Payments of $12.00 over the term of the Notes). The Maturity Amount will be $100.00 per Note, calculated as $100.00 x (100.00% + 0.00%), as the Reference Share Return was greater than - 40.00% and less than 0.00% on the final Valuation Date. In this example the total cumulative return is 12.00% (which is equal to an annual compounded return of 2.29%).

Annual Valuation Date	Reference Share Return	Coupon Payment
1	-42.00%	$0.00
2	-50.00%	$0.00
3	-44.00%	$0.00
4	-16.00%	$6.00
5	-2.00%	$6.00
Total Coupon Payments:	$12.00
Variable Return:	0.00%
Maturity Amount:	$100.00 x (100.00% - 0.00%) = $100.00
Annual Compounded Return:	2.29%

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 4

Hypothetical Scenario #3 with Coupon Payments payable on three Coupon Payment Dates, the Notes are called prior to maturity and the Reference Share Return is less than the Fixed Return

In this hypothetical scenario, the Reference Share Return was greater than 0.00% on the fourth Valuation Date and the Reference Share Return was greater than or equal to -40.00% and less than 0.00% on three Valuation Dates. Accordingly, the Notes were automatically called by CIBC on the related Call Date following the fourth Valuation Date and Investors would be entitled to receive Coupon Payments on three Coupon Payment Dates (aggregate Coupon Payments of $18.00 over the term of the Notes). Since the Reference Share Return on the fourth Valuation Date was greater than 0.00% and less than 48.00%, the Maturity Amount will be $148.00 per Note, calculated as $100.00 x (100.00% + 48.00%). In this example the total cumulative return is 66.00% (which is equal to an annual compounded return of 13.51%).

Annual Valuation Date	Reference Share Return	Coupon Payment
1	-25.00%	$6.00
2	-4.00%	$6.00
3	-6.00%	$6.00
4	5.00%	$0.00
Total Coupon Payments:	$18.00
Variable Return:	48.00%
Maturity Amount:	$100.00 x (100.00% + 48.00%) = $148.00
Annual Compounded Return:	13.51%

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 5

Hypothetical Scenario #4 with Coupon Payments payable on one Coupon Payment Date, the Notes are called prior to maturity and the Reference Share Return is greater than the Fixed Return

In this hypothetical scenario, the Reference Share Return was greater than 0.00% on the second Valuation Date and the Reference Share Return was greater than or equal to -40.00% and less than 0.00% on one Valuation Date. Accordingly, the Notes were automatically called by CIBC on the related Call Date following the second Valuation Date and Investors would be entitled to receive a Coupon Payment on one Coupon Payment Date (aggregate Coupon Payments of $6.00 over the term of the Notes). Since the Reference Share Return on the second Valuation Date was greater than 24.00%, the Maturity Amount will be $124.09 per Note, calculated as $100.00 x (24.00% + 5.00% x (25.80% - 24.00%)). In this example the total cumulative return is 30.09% (which is equal to an annual compounded return of 14.06%).

Annual Valuation Date	Reference Share Return	Coupon Payment
1	-5.00%	$6.00
2	25.80%	$0.00
Total Coupon Payments:	$6.00
Variable Return:	24.00% + 5.00% x (25.80% - 24.00%) = 24.09%
Maturity Amount:	$100.00 x (100.00% + 24.09%) = $124.09
Annual Compounded Return:	14.06%

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 6

Investment Details

Issuer

Canadian Imperial Bank of Commerce (“CIBC”).

Principal Amount

$100.00 (Par) per Note.

Issue Size

Maximum $50,000,000 (500,000 Notes).

Minimum Subscription

$5,000 (50 Notes).

Reference Share

The common shares of NVIDIA Corporation listed on the Nasdaq (Nasdaq: NVDA).

Issue Date

August 22, 2023

Maturity Date / Term

August 25, 2028 (5 years), provided that if such date is not a Business Day then the Maturity Date will be the immediately following Business Day, subject to the Notes being automatically called by CIBC on any Call Date and subject to the occurrence of a Market Disruption Event.

Coupon Payment Dates, Call Dates and Valuation Dates

Based on an Issue Date of August 22, 2023, the Coupon Payment Dates, Valuation Dates and Call Dates are as follows:

Valuation Dates	Coupon Payment Dates	Call Dates
August 19, 2024	August 26, 2024	August 26, 2024
August 18, 2025	August 25, 2025	August 25, 2025
August 18, 2026	August 25, 2026	August 25, 2026
August 18, 2027	August 25, 2027	August 25, 2027
August 18, 2028	August 25, 2028	-

Provided that (i) if any such Coupon Payment Date is not a Business Day, then the Coupon Payment Date will be the next Business Day, subject to the occurrence of a Market Disruption Event; (ii) if the Issue Date is postponed, each Call Date will be postponed by an equivalent number of days, and provided further that if any such Call Date is not both a Business Day and at least five Business Days following the applicable Valuation Date, the applicable Call Date will be postponed until the next Business Day that is at least five Business Days following the immediately preceding Valuation Date, in each case subject to the occurrence of a Market Disruption Event; and (iii) if any such Valuation Date is not an Exchange Day, then the applicable Valuation Date will be the immediately preceding Exchange Day, subject to the occurrence of a Market Disruption Event.

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 7

Coupon Payments

On each annual Coupon Payment Date during the term of the Notes, Investors will be eligible to receive a Coupon Payment equal to $6.00 per Note (the “Coupon Amount”). Coupon Payments will be determined as follows:

• if the Reference Share Return on the immediately preceding Valuation Date is greater than or equal to -40.00% and less than 0.00%, the Coupon Payment will equal the Coupon Amount; and

• if the Reference Share Return on the immediately preceding Valuation Date is less than -40.00% or greater than or equal to 0.00%, the Coupon Payment will be $0.00 per Note.

The total Coupon Payments payable to Investors over the term of the Notes will not exceed $30.00 per Note (based on $6.00 per Note payable on each Coupon Payment Date). No Coupon Payments will be paid on a Coupon Payment Date if the Reference Share Return on the immediately preceding Valuation Date is less than -40.00% or greater than or equal to 0.00%, or if the Notes have been automatically called by CIBC on a preceding Call Date. There is no guarantee that any Coupon Payments will be paid during the term of the Notes.

Call Feature

The Notes will be automatically called by CIBC on a Call Date if the Reference Share Return on the Valuation Date immediately preceding such Call Date is greater than or equal to 0.00%. If the Notes are called by CIBC on any of the Call Dates, Investors will receive a minimum Fixed Return plus 5.00% of the amount, if any, by which the Reference Share Return exceeds such Fixed Return.

Reference Share Return

The Reference Share Return will be a number (positive or negative), expressed as a percentage, determined as follows:

(Final Price – Initial Price) / Initial Price, where

• the Final Price will be the Closing Price on the applicable Valuation Date; and

• the Initial Price will be the Closing Price on the Issue Date, provided that if the Issue Date is not an Exchange Day, the Initial Price shall be determined on the next following Exchange Day (in which case references to the Closing Price on the Issue Date shall be deemed to refer to the Closing Price on such next following Exchange Day),

subject in each case to the provisions set out under “Market Disruption Events, Adjustments and Substitutions and Extraordinary Events” in the Prospectus.

Maturity Amount

Investors will be entitled to receive on the later of (a) the fifth Business Day following the final Valuation Date and (b) the Maturity Date (the “Maturity Payment Date”) (or on a Call Date, if the Notes are automatically called by CIBC prior to the Maturity Date) in respect of each Note held by such Investor, an amount (the “Maturity Amount”) equal to the product of:

• i) $100.00; and

• ii) 100.00% plus the Variable Return,

subject to a minimum Maturity Amount of $1.00 per Note.

Variable Return

Positive Variable Return

If the Notes are called by CIBC on any of the Call Dates or the Reference Share Return is greater than or equal to 0.00% on the final Valuation Date preceding the Maturity Date in 2028, the “Variable Return” will be calculated as follows:

• a) where the Reference Share Return is less than or equal to the applicable Fixed Return, the Variable Return will be equal to such Fixed Return; or

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 8

• b) where the Reference Share Return is greater than the applicable Fixed Return, the Variable Return will be equal to such Fixed Return, plus 5.00% of the amount by which the Reference Share Return exceeds such Fixed Return.

If the Notes are called by CIBC, Investors will not be entitled to receive any further return that they would have otherwise been entitled to receive if the Notes had not been called by CIBC.

Zero or Negative Variable Return

If the Notes are not called by CIBC and the Reference Share Return is less than 0.00% on the final Valuation Date preceding the Maturity Date in 2028, the Variable Return at maturity will be calculated as follows:

• a) where the Reference Share Return is greater than or equal to -40.00% on the final Valuation Date, the Variable Return will be equal to 0.00%; or

• b) where the Reference Share Return is less than -40.00% on the final Valuation Date, the Variable Return will be equal to the Reference Share Return (which will be negative and result in a loss of a portion of the Principal Amount at maturity in these circumstances).

Variable Returns Payable

The following table shows the Variable Return payable to an Investor on a Call Date or on the Maturity Payment Date, depending on the Reference Share Return as determined on the applicable Valuation Date:

Valuation Date (August 19, 2024)

		Valuation Date		Reference Share Return	Variable Return
August	19,	2024	<	0.00%	N/A
August	19,	2024	≥	0.00% and ≤ 12.00%	12.00%
August	19,	2024	>	12.00%	12.00%, plus 5.00% of the Reference
					Share Return in excess of 12.00%

Valuation Date (August 18, 2025)

		Valuation Date		Reference Share Return	Variable Return
August	18,	2025	<	0.00%	N/A
August	18,	2025	≥	0.00% and ≤ 24.00%	24.00%
August	18,	2025	>	24.00%	24.00%, plus 5.00% of the Reference
					Share Return in excess of 24.00%

Valuation Date (August 18, 2026)

		Valuation Date		Reference Share Return	Variable Return
August	18,	2026	<	0.00%	N/A
August	18,	2026	≥	0.00% and ≤ 36.00%	36.00%
August	18,	2026	>	36.00%	36.00%, plus 5.00% of the Reference
					Share Return in excess of 36.00%

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 9

Valuation Date (August 18, 2027)

		Valuation Date		Reference Share Return	Variable Return
August	18,	2027	<	0.00%	N/A
August	18,	2027	≥	0.00% and ≤ 48.00%	48.00%
August	18,	2027	>	48.00%	48.00%, plus 5.00% of the Reference
					Share Return in excess of 48.00%

Valuation Date (August 18, 2028)

		Valuation Date		Reference Share Return	Variable Return
August	18,	2028	<	-40.00%	the Reference Share Return
August	18,	2028	≥	-40.00% and < 0.00%	0.00%
August	18,	2028	≥	0.00% and ≤ 60.00%	60.00%
August	18,	2028	>	60.00%	60.00%, plus 5.00% of the Reference
					Share Return in excess of 60.00%

Secondary Market and Early Trading Amount

The Notes will not be listed on any securities exchange or quotation system. CIBC World Markets Inc. (“CIBC WM”) intends to provide a daily secondary market for the sale of Notes to CIBC WM, but reserves the right not to do so, in its sole discretion, at any time without any prior notice to Investors. Under no circumstances will CIBC WM provide a secondary market for the Notes on or following a Valuation Date for the Notes if the Notes will be called by CIBC on the applicable Call Date. No other secondary market for the Notes will be available. Any sale in the secondary market may be made at a price less than the Principal Amount and will reflect the deduction of an early trading amount of 4.32% per Note initially, declining daily by 0.024% to 0.00% after 180 days. A sale of Notes originally purchased using the Fundserv network will be subject to certain additional procedures and limitations established by the Fundserv network.

An Investor who disposes of a Note to CIBC WM in the secondary market will generally be required to include in income as interest the amount, if any, by which the sale price exceeds the Principal Amount of such Note. Investors who dispose of a Note prior to maturity should consult their own tax advisors. See “Certain Canadian Federal Income Tax Considerations” in the Pricing Supplement.

Calculation Agent

CIBC WM.

Registered Account Eligibility

RRSPs, RRIFs, RESPs, RDSPs, certain DPSPs, TFSAs and FHSAs.

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 10

Fundserv is a registered trademark of Fundserv Inc.

This document should be read in conjunction with the short form base shelf prospectus dated October 7, 2022 (the “Prospectus”) and the CIBC Pricing Supplement No. 986 to the Prospectus dated August 16, 2023 (the “Pricing Supplement”).

An investment in the Notes involves risks not associated with conventional fixed rate or floating rate debt securities. None of CIBC, the Dealers or any of their respective affiliates, associates, or any other person or entity guarantees that holders of Notes will receive an amount equal to their original investment in the Notes or guarantees that any return will be paid on the Notes (subject to the minimum Maturity Amount of $1.00 per Note) at or prior to maturity of the Notes. Amounts paid to holders of the Notes will depend on the performance of the Reference Share. An investment in Notes is not suitable for a purchaser who does not understand (either on his or her own or with the help of a financial advisor) the terms of the Notes or the risks associated with the Notes and with structured products, options or similar financial instruments generally. See “Risk Factors” in the Prospectus and “Certain Risk Factors” in the Pricing Supplement.

The Notes 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 the insolvency of the deposit taking institution.

The principal amount of the Notes will not be fully guaranteed and, subject to the minimum Maturity Amount of $1.00 per Note, will be at risk. As a result, Investors could lose substantially all of their original investment in the Notes.

CIBC WM intends to provide a secondary market for the sale of Notes to CIBC WM but reserves the right not to do so, in its sole discretion, at any time without any prior notice to holders of Notes. There is no other market through which the Notes may be sold and purchasers may not be able to re-sell Notes.

CIBC WM is a wholly-owned subsidiary of CIBC. By virtue of such ownership, CIBC is a “related issuer” and a “connected issuer” of CIBC WM within the meaning of applicable securities legislation. See “Plan of Distribution” in the Prospectus.

CIBC Premium Autocallable Notes linked to NVIDIA Corporation, Series 1 | 11