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Noram Lithium Corp. Capital/Financing Update 2022

Feb 7, 2022

46805_rns_2022-02-07_83c7c019-683a-4acc-b498-dfce0dfeaed1.pdf

Capital/Financing Update

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CIBC AUTOCALLABLE NOTES LINKED TO CANADIAN INDICES (AR) PORTFOLIO, SERIES 41

Principal At Risk Notes – Due February 23, 2029

Dated February 7, 2022

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.

Linked to Solactive Canada Insurance AR Annual Autocall Feature (starting in February 2023) 20.00% Contingent Principal Protection Index, Solactive Canada Pipelines AR Index and Solactive Canada Telecommunications AR Index

Investment Highlights

Currency

CAD denominated.

Reference Portfolio

The Reference Portfolio will be weighted equally among the following indices (each a “Reference Index” and collectively, the “Reference Indices”): Solactive Canada Insurance AR Index, Solactive Canada Pipelines AR Index and Solactive Canada Telecommunications AR Index

Call Feature

The Notes will be automatically called by CIBC on a Call Date if the Reference Portfolio 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 15.00% of the amount, if any, by which the Reference Portfolio Return exceeds such Fixed Return.

Fixed Return

The “Fixed Returns” are as follows:

Valuation Date Fixed Return
February 15, 2023 12.25%
February 15, 2024 24.50%
February 14, 2025 36.75%
February 13, 2026 49.00%
February 16, 2027 61.25%
February 15, 2028 73.50%
February 15, 2029 85.75%

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 1

Potential Upside

If the Notes are not automatically called by CIBC and if the Reference Portfolio Return at maturity is greater than or equal to 0.00%, Investors will receive a minimum return of 85.75% (annual compounded return of 9.25%), and will also receive 15.00% of the amount, if any, by which the Reference Portfolio Return exceeds 85.75%.

Contingent Principal Protection

If the Notes are not automatically called by CIBC and if the Reference Portfolio Return at maturity is negative, the Notes provide principal protection at maturity if the Reference Portfolio Return is greater than or equal to -20.00% on the final Valuation Date. If, however, the Reference Portfolio Return is less than -20.00% 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
7 years
February 16, 2022
February 23, 2022
February 23, 2029
$5,000
Wood Gundy: SyndNET
Third party: Fundserv CBL13114


Distribution groups 1
British Columbia:
877 858-9332
Ontario:
866 474-4166
Distribution groups 2
Prairies:
866 391-8633
Québec:
855 847-6696
Distribution groups 3
Atlantic Canada:
888 847-6407
Fundserv Client Services:
866 474-0142

The performance of the Solactive Canada Insurance AR Index reflects the gross total return performance of the Solactive Canada Insurance Index TR as reduced by the applicable Adjusted Return Factor. Investors will not have any right to receive any dividends or other distributions on any securities included in the Solactive Canada Insurance Index TR. The annual dividend yield of the securities included in the Solactive Canada Insurance Index TR was 4.13% for the 12 months ended January 28, 2022, which would represent aggregate dividends of 28.91% over the seven year term of the Notes, assuming the dividend yield remains consistent and the dividends are not reinvested.

The performance of the Solactive Canada Pipelines AR Index reflects the gross total return performance of the Solactive Canada Pipelines Index TR as reduced by the applicable Adjusted Return Factor. Investors will not have any right to receive any dividends or other distributions on any securities included in the Solactive Canada Pipelines Index TR. The annual dividend yield of the securities included in the Solactive Canada Pipelines Index TR was 6.00% for the 12 months ended January 28, 2022, which would represent aggregate dividends of 42.00% over the seven year term of the Notes, assuming the dividend yield remains consistent and the dividends are not reinvested.

The performance of the Solactive Canada Telecommunications AR Index reflects the gross total return performance of the Solactive Canada Telecommunications Index TR as reduced by the applicable Adjusted Return Factor. Investors will not have any right to receive any dividends or other distributions on any securities included in the Solactive Canada Telecommunications Index TR. The annual dividend yield of the securities included in the Solactive Canada Telecommunications Index TR was 4.12% for the 12 months ended January 28, 2022, which would represent aggregate dividends of 28.84% over the seven year term of the Notes, assuming the dividend yield remains consistent and the dividends are not reinvested.

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 2

Hypothetical Examples

The following hypothetical examples show how the Maturity Amount would be calculated under six different scenarios. The Reference Index Return of a Reference Index will be calculated based on the performance of such Reference Index, which reflects the gross total return performance of the applicable Target Index as reduced by the applicable Adjusted Return Factor. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Reference Portfolio at any time during the term of the Notes or the Variable Return to be determined on any Valuation Date. The actual performance of the Reference Portfolio will be different from these hypothetical examples and the differences may be material.

Example 1 – Notes are not called and the Reference Portfolio Return is less than -20.00% on the final Valuation Date

In this example, the Notes are not automatically called by CIBC and Investors are entitled to receive a Maturity Amount of $70.00 per Note (annual compounded return of -4.97%) on the Maturity Payment Date. The Reference Portfolio Return is less than -20.00% on the final Valuation Date; therefore, the Variable Return is equal to the negative Reference Portfolio Return.

Reference Portfolio Return

2023 2024 2025 2026 2027 2028 2029
-4.00% -6.00% -12.00% -14.00% -20.00% -22.00% -30.00%
Variable Return: -30.00%
Maturity Amount: $70.00

Example 2 – Notes are not called and the Reference Portfolio Return is less than 0.00% and greater than or equal to -20.00% on the final Valuation Date

In this example, the Notes are not automatically called by CIBC and Investors are entitled to receive a Maturity Amount of $100.00 per Note (annual compounded return of 0.00%) on the Maturity Payment Date. The Reference Portfolio Return is equal to -20.00% on the final Valuation Date; therefore, the Variable Return is 0.00%.

Reference Portfolio Return

2023 2024 2025 2026 2027 2028 2029
-4.00% -6.00% -12.00% -14.00% -20.00% -22.00% -20.00%
Variable Return: 0.00%
Maturity Amount: $100.00

Example 3 – Notes are called in February 2023 and the Fixed Return of 12.25% is greater than the Reference Portfolio Return

In this example, the Notes are automatically called by CIBC and Investors are entitled to receive a Maturity Amount of $112.25 per Note (annual compounded return of 12.25%) on the Call Date in February 2023. Since the Reference Portfolio Return is less than the Fixed Return of 12.25%, the Variable Return is equal to 12.25%.

Reference Portfolio Return

2023 2024 2025 2026 2027 2028 2029
9.25% N/A N/A N/A N/A N/A N/A
(called)
Variable Return: 12.25%
Maturity Amount: $112.25

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 3

Example 4 – Notes are called in February 2023 and the Reference Portfolio Return of 22.25% is greater than the Fixed Return of 12.25%

In this example, the Notes are automatically called by CIBC and Investors are entitled to receive a Maturity Amount of $113.75 per Note (annual compounded return of 13.75%) on the Call Date in February 2023. Since the Reference Portfolio Return is greater than the Fixed Return of 12.25%, the Variable Return is equal to (i) 12.25%, plus (ii) 15.00% x (22.25% - 12.25%), or 13.75%.

Reference Portfolio Return

2023 2024 2025 2026 2027 2028 2029
22.25% N/A N/A N/A N/A N/A N/A
(called)
Variable Return: 13.75%
Maturity Amount: $113.75

Example 5 – Notes mature in February 2029 and the Reference Portfolio Return is less than the Fixed Return of 85.75% and greater than or equal to 0.00%

In this example, Investors are entitled to receive a Maturity Amount of $185.75 per Note (annual compounded return of 9.25%) on the Maturity Payment Date. Since the Reference Portfolio Return is greater than zero but less than or equal to the Fixed Return of 85.75%, the Variable Return is equal to 85.75%.

Reference Portfolio Return

2023 2024 2025 2026 2027 2028 2029
-4.00% -6.00% -12.00% -14.00% -20.00% -22.00% 22.88%
Variable Return: 85.75%
Maturity Amount: $185.75

Example 6 – Notes mature in February 2029 and the Reference Portfolio Return of 87.75% is greater than the Fixed Return of 85.75%

In this example, Investors are entitled to receive a Maturity Amount of $186.05 per Note (annual compounded return of 9.27%) on the Maturity Payment Date. Since the Reference Portfolio Return is greater than the Fixed Return of 85.75%, the Variable Return is equal to (i) 85.75%, plus (ii) 15.00% x (87.75% - 85.75%), or 86.05%.

Reference Portfolio Return

2023 2024 2025 2026 2027 2028 2029
-4.00% -6.00% -12.00% -14.00% -20.00% -22.00% 87.75%
Variable Return: 86.05%
Maturity Amount: $186.05

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 4

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 Portfolio

The Reference Portfolio will be weighted equally among the following indices:

Solactive Canada Insurance AR Index. The Solactive Canada Insurance AR Index is an adjusted return index that aims to track the gross total return performance of the Solactive Canada Insurance Index TR, subject to a reduction of a synthetic dividend of 120 index points per annum calculated daily in arrears on a 360 day basis at the time the Solactive Canada Insurance AR Index is calculated. The Closing Level of the Reference Index on January 28, 2022 was 3,014.37. The Adjusted Return Factor divided by the level of the Reference Index was therefore equal to 3.98% on January 28, 2022. Over the term of the Notes, the sum of the Adjusted Return Factor of 120 points per annum will be approximately 840 index points, representing 27.87% of the level of the Reference Index on January 28, 2022.

Solactive Canada Pipelines AR Index. The Solactive Canada Pipelines AR Index is an adjusted return index that aims to track the gross total return performance of the Solactive Canada Pipelines Index TR, subject to a reduction of a synthetic dividend of 95 index points per annum calculated daily in arrears on a 360 day basis at the time the Solactive Canada Pipelines AR Index is calculated. The Closing Level of the Reference Index on January 28, 2022 was 1,699.79. The Adjusted Return Factor divided by the level of the Reference Index was therefore equal to 5.59% on January 28, 2022. Over the term of the Notes, the sum of the Adjusted Return Factor of 95 points per annum will be approximately 665 index points, representing 39.12% of the level of the Reference Index on January 28, 2022.

Solactive Canada Telecommunications AR Index. The Solactive Canada Telecommunications AR Index is an adjusted return index that aims to track the gross total return performance of the Solactive Canada Telecommunications Index TR, subject to a reduction of a synthetic dividend of 110 index points per annum calculated daily in arrears on a 360 day basis at the time the Solactive Canada Telecommunications AR Index is calculated. The Closing Level of the Reference Index on January 28, 2022 was 2,904.07. The Adjusted Return Factor divided by the level of the Reference Index was therefore equal to 3.79% on January 28, 2022. Over the term of the Notes, the sum of the Adjusted Return Factor of 110 points per annum will be approximately 770 index points, representing 26.51% of the level of the Reference Index on January 28, 2022.

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 5

Each Reference Index is an adjusted return index that aims to track the gross total return performance of the applicable Target Index, subject to a reduction of a synthetic dividend of the number of index points set out above (in each case, the “Adjusted Return Factor”). Each of the Solactive Canada Insurance Index TR, Solactive Canada Pipelines Index TR and Solactive Canada Telecommunications Index TR is a “Target Index” (collectively, the “Target Indices”). Each Target Index is a gross total return index that reflects the applicable price changes of its constituent securities and any dividends and distributions paid in respect of such securities. For the calculation of the level of each Target Index, any dividends or other distributions paid on the constituent securities of such Target Index are assumed to be reinvested across all the constituent securities of such Target Index. There is no assurance of the ability of issuers of the securities comprising each Target Index to declare and pay dividends or make distributions in respect of the constituent securities of such Target Index or to sustain or increase such dividends and distributions at or above historical levels.

Issue Date

February 23, 2022

Maturity Date / Term

February 23, 2029 (7 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.

Call Dates and Valuation Dates

Based on an Issue Date of February 23, 2022, the Call Dates and Valuation Dates are as follows:

Valuation Dates Call Dates
February 15, 2023 February 23, 2023
February 15, 2024 February 23, 2024
February 14, 2025 February 24, 2025
February 13, 2026 February 23, 2026
February 16, 2027 February 23, 2027
February 15, 2028 February 23, 2028
February 15, 2029 -

Provided that (i) 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 (ii) 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.

Call Feature

The Notes will be automatically called by CIBC on a Call Date if the Reference Portfolio 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 15.00% of the amount, if any, by which the Reference Portfolio Return exceeds such Fixed Return.

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 6

Reference Portfolio Return

The Reference Portfolio Return will be the number (positive or negative), expressed as a percentage, equal to the average of the three Reference Index Returns.

Reference Index Return

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

(Index LevelVD – Index LevelID) / Index LevelID,

where:

  • the “Index LevelVD” will be the Closing Level of such Reference Index on the applicable Valuation Date; and

  • the “Index LevelID” will be the Closing Level of such Reference Index on the Issue Date, provided that if the Issue Date is not an Exchange Day, the Index LevelID shall be determined on the next following Exchange Day (in which case references to the Closing Level of such Reference Index on the Issue Date shall be deemed to refer to the Closing Level of such Reference Index 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 Portfolio Return is greater than or equal to 0.00% on the final Valuation Date preceding the Maturity Date in 2029, the “Variable Return” will be calculated as follows:

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

  • b) where the Reference Portfolio Return is greater than the applicable Fixed Return, the Variable Return will be equal to such Fixed Return, plus 15.00% of the amount by which the Reference Portfolio 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 Portfolio Return is less than 0.00% on the final Valuation Date preceding the Maturity Date in 2029, the Variable Return at maturity will be calculated as follows:

  • a) where the Reference Portfolio Return is greater than or equal to -20.00% on the final Valuation Date, the Variable Return will be equal to 0.00%; or

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 7

  • b) where the Reference Portfolio Return is less than -20.00% on the final Valuation Date, the Variable Return will be equal to the Reference Portfolio 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 Portfolio Return as determined on the applicable Valuation Date:

Valuation Date (February 15, 2023)

Valuation Date Reference Portfolio Return Variable Return
February 15, 2023 < 0.00% N/A
February 15, 2023 ≥ 0.00% and ≤ 12.25% 12.25%
February 15, 2023 > 12.25% 12.25%, plus 15.00% of the
Reference Portfolio Return in excess
of 12.25%

Valuation Date (February 15, 2024)

Valuation Date Reference Portfolio Return Variable Return
February 15, 2024 < 0.00% N/A
February 15, 2024 ≥ 0.00% and ≤ 24.50% 24.50%
February 15, 2024 > 24.50% 24.50%, plus 15.00% of the
Reference Portfolio Return in excess
of 24.50%

Valuation Date (February 14, 2025)

Valuation Date Reference Portfolio Return Variable Return
February 14, 2025 < 0.00% N/A
February 14, 2025 ≥ 0.00% and ≤ 36.75% 36.75%
February 14, 2025 > 36.75% 36.75%, plus 15.00% of the
Reference Portfolio Return in excess
of 36.75%

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 8

Valuation Date (February 13, 2026)

Valuation Date Reference Portfolio Return Variable Return
February 13, 2026 < 0.00% N/A
February 13, 2026 ≥ 0.00% and ≤ 49.00% 49.00%
February 13, 2026 > 49.00% 49.00%, plus 15.00% of the
Reference Portfolio Return in excess
of 49.00%

Valuation Date (February 16, 2027)

Valuation Date Reference Portfolio Return Variable Return
February 16, 2027 < 0.00% N/A
February 16, 2027 ≥ 0.00% and ≤ 61.25% 61.25%
February 16, 2027 > 61.25% 61.25%, plus 15.00% of the
Reference Portfolio Return in excess
of 61.25%

Valuation Date (February 15, 2028)

Valuation Date Reference Portfolio Return Variable Return
February 15, 2028 < 0.00% N/A
February 15, 2028 ≥ 0.00% and ≤ 73.50% 73.50%
February 15, 2028 > 73.50% 73.50%, plus 15.00% of the
Reference Portfolio Return in excess
of 73.50%

Valuation Date (February 15, 2029)

Valuation Date Reference Portfolio Return Variable Return
February 15, 2029 < -20.00% the Reference Portfolio Return
February 15, 2029 ≥ -20.00% and < 0.00% 0.00%
February 15, 2029 ≥ 0.00% and ≤ 85.75% 85.75%
February 15, 2029 > 85.75% 85.75%, plus 15.00% of the
Reference Portfolio Return in excess
of 85.75%

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 9

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 3.60% per Note initially, declining daily by 0.02% 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, and TFSAs.

CIBC Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 10

Fundserv is a registered trademark of Fundserv Inc.

This document should be read in conjunction with the short form base shelf prospectus dated September 17, 2021 (the “Prospectus”) and the CIBC Pricing Supplement No. 605 to the Prospectus dated February 7, 2022 (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 Portfolio. 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. “Solactive” is a registered trademark of Solactive AG and has been licensed for use. Solactive AG makes no representation or warranty, express or implied, regarding the advisability of investing in securities generally or the Notes in particular. Neither Solactive AG nor any of its affiliates are involved in the operation or distribution of the Notes and neither Solactive AG nor its affiliates shall have any liability for operation or distribution of the Notes or the failure of the Notes to achieve their investment objective.

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 Autocallable Notes linked to Canadian Indices (AR) Portfolio, Series 41 | 11