Protium Clean Energy Corp. — Capital/Financing Update 2024

Sep 13, 2024

Stikeman Elliott

Stikeman Elliott LLP Barristers & Solicitors 5300 Commerce Court West 199 Bay Street Toronto, ON Canada M5L 1B9

Main: 416 869 5500 Fax: 416 947 0866 www.stikeman.com

September 13, 2024

By SEDAR+

British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Nova Scotia Securities Commission Financial and Consumer Services Commission (New Brunswick) Office of the Superintendent of Securities (Prince Edward Island) Office of the Superintendent of Securities Service Newfoundland and Labrador Office of the Superintendent of Securities (Yukon Territory) Office of the Superintendent of Securities (Northwest Territories) Office of the Superintendent of Securities (Nunavut)

Dear Sirs/Mesdames:

Re: Pricing Supplement No. 4346 dated September 13, 2024 (the "Supplement") to the Short Form Base Shelf Prospectus dated March 4, 2024 and the Prospectus Supplement thereto dated March 5, 2024 of the Bank of Nova Scotia (the "Bank")

We refer you to the Supplement relating to the offering of up to $30,000,000 (300,000 Notes) BNS Canadian Banks (AR) Index Callable Contingent $8.76 Coupon Notes, Series 578F (CAD) due October 7, 2031, Principal at Risk Notes.

We consent to the use of our firm name and the reference to our legal opinion in Appendix B "Certain Canadian Federal Income Tax Considerations" of the Supplement, which opinion is provided as of the date of the Supplement.

We have read the Supplement and have no reason to believe that there are any misrepresentations in the information contained in the Supplement that are (i) derived from our legal opinion provided in the Supplement, or (ii) within our knowledge as a result of the services performed by us in connection with such opinion.

Yours truly,

"Stikeman Elliott LLP"