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Radisson Mining Resources Inc. Capital/Financing Update 2025

Jan 7, 2025

42871_rns_2025-01-07_ceb1bb25-a4ea-4380-8eab-11b3099d3da4.pdf

Capital/Financing Update

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This Pricing Supplement (the "Pricing Supplement") together with the short form base shelf prospectus dated June 27, 2024, as amended or supplemented (the "Prospectus"), the prospectus supplement thereto dated June 27, 2024, as amended or supplemented (the "Prospectus Supplement") to which it relates and each document incorporated by reference into such prospectus constitutes a public offering of securities only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities commission or similar regulatory authority has in any way passed upon the merits of securities offered hereunder and any representation to the contrary is an offence. The Note 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 exemptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America or to, or for the account or benefit of, U.S. persons.

Pricing Supplement No. AC2569 dated January 7, 2025

(to the Prospectus, as supplemented by the Prospectus Supplement entitled NBC Auto Callable Note Securities (no direct currency exposure) Program)

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NATIONAL BANK OF CANADA

NBC Auto Callable Note Securities (no direct currency exposure) Program

NBC Auto Callable Note Securities (Maturity-Monitored Barrier) linked to the Solactive Equal Weight Canada Bank 27 AR Index, due on January 27, 2032

(non principal protected note securities)

Maximum $25,000,000 (250,000 Note Securities)

No minimum amount of funds must be raised under this offering. This means that the Bank could complete this offering after raising only a small proportion of the offering amount set out above.

This Pricing Supplement supplements the Prospectus relating to $12,000,000,000 Medium Term Notes of the Bank, as amended or supplemented, and the Prospectus Supplement. If the information in this Pricing Supplement differs from the information contained in the Prospectus and/or the Prospectus Supplement, you should rely on the information in this Pricing Supplement. Holders should carefully read this Pricing Supplement, the Prospectus Supplement and the accompanying Prospectus to fully understand the information relating to the terms of the Note Securities and other considerations that are important to Holders. All three documents contain information Holders should consider when making their investment decision. The information contained in this Pricing Supplement and the accompanying Prospectus and Prospectus Supplement is current only as of the date of each.

The estimated initial value of the Note Securities as of the date of this Pricing Supplement is $93.00 per $100 of Principal Amount, which is less than the issue price. The estimated initial value is equal to 93.00% of the Principal Amount, being equivalent to a $1.00 annual discount over the term of the Note Securities. The estimated initial value is not an indication of actual profit that the Bank or its affiliates will realize, nor is it an indication of the price, if any, at which the Bank or any other person may be willing to buy the Note Securities. The actual value of the Note Securities at any time will reflect many factors, cannot be predicted with accuracy, and may be less than this amount. We describe our determination of the estimated initial value in more detail in the Prospectus. The Independent Dealer did not participate in the preparation of the estimated initial value for the Note Securities. See "Description of the Note Securities - Estimated Initial Value of Linked Note Securities" in the Prospectus.

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.


The Note Securities are non principal protected note securities and the Holder may receive an amount that is less than the Principal Amount at maturity. The Note Securities will not pay any interest or other amount prior to maturity. For greater certainty, throughout this Pricing Supplement, “maturity”, wherever used herein, shall include Maturity Date, Call Date and Special Reimbursement Date.

The Note Securities constitute direct, unsecured and unsubordinated debt obligations of the Bank ranking pari passu with all other present and future unsecured and unsubordinated indebtedness of the Bank. 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 at maturity. 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. See “Risk Factors” in the Prospectus Supplement and the Prospectus.

An investment in the Note Securities does not constitute an investment in the Reference Asset or its constituent securities. Holders of the Note Securities have no right or entitlement to the dividends and/or distributions paid on account of the Reference Asset or its constituent securities.

The Reference Asset, an adjusted return index, aims to track the gross total return performance of the TR Index, reduced by a synthetic dividend. The performance of the Reference Asset will vary higher or lower from the performance of the price return version of the TR Index over the term of the Note Securities, depending on whether the impact of the dividends and/or other distributions reinvested in the TR Index is greater or less than the impact of the deduction of the synthetic dividend over the term of the Note Securities.

The Note Securities are redeemable automatically on a Call Date depending on the performance of the Reference Portfolio. In addition, the Note Securities may be redeemed by the Bank pursuant to a Reimbursement Under Special Circumstances. See “Description of the Note Securities – Reimbursement Under Special Circumstances and Payment” in the Prospectus.

The Note Securities are not redeemable prior to the Maturity Date except on a Call Date, and except by the Bank pursuant to a Reimbursement Under Special Circumstances. See “Description of the Note Securities – Reimbursement Under Special Circumstances and Payment” in the Prospectus. The Note Securities will not be listed on any securities exchange or quotation system. National Bank Financial Inc. intends to maintain, under normal market conditions, a daily secondary market for the Note Securities. National Bank Financial Inc. 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. Moreover, Holders selling their Note Securities prior to maturity may be subject to certain fees. See “Secondary Market for the Note Securities” in the Prospectus Supplement.

National Bank Financial Inc. is an indirect wholly-owned subsidiary of the Bank. As a result, the Bank is a “related issuer” and a “connected issuer” of National Bank Financial Inc. within the meaning of the securities legislation of certain provinces and territories of Canada. See “Plan of Distribution” in the Prospectus Supplement and in the Prospectus.

Issuer: National Bank of Canada
Principal Amount: $100
Minimum Subscription: $1,000 (10 Note Securities)

Auto Callable Type: Maturity-Monitored Barrier

Issuance Date: January 27, 2025, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.

Maturity Date: January 27, 2032

Reference Portfolio:

Reference Asset Name Reference Asset Ticker from Bloomberg Price Source Closing Level Reference Asset Type Reference Asset Weight
Solactive Equal Weight Canada Bank 27 AR Index SOLBEW27 Solactive AG Closing level Index (adjusted return index) 100%

Moreover, the Note Securities constitute Index Linked Note Securities under the Prospectus.

Initial Level: Closing Level on the Issuance Date.

Currency: Canadian dollars

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 $100 \times [1 + \text{Fixed Return applicable to the given Call Valuation Date} + \text{Variable Return}]$; or

(ii) if the Note Securities are not automatically called and the Reference Portfolio Return is equal to or higher than the Call Threshold on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100 \times [1 + \text{Fixed Return applicable to the Final Valuation Date} + \text{Variable Return}]$; or

(iii) if the Note Securities are not automatically called and the Reference Portfolio Return is lower than the Call Threshold 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 lower than the Call Threshold and is lower than the Barrier on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100 \times [1 + \text{Reference Portfolio Return}]$.

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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.

Average At Maturity Feature:

Applicable to the calculation of the Maturity Redemption Payment: No

Call Feature:

Valuation Date Call Threshold Fixed Return Fixed Return (annually compounded) Call Date Maturity Redemption Payment (if the Reference Portfolio Return is equal to or higher than the Call Threshold on the specified valuation date)
Call Valuation Date 1: January 20, 2026 0.00% 8.25% 8.25% January 27, 2026 $108.25 plus the amount attributable to the Variable Return, if any.
Call Valuation Date 2: January 20, 2027 0.00% 16.50% 7.94% January 27, 2027 $116.50 plus the amount attributable to the Variable Return, if any.
Call Valuation Date 3: January 20, 2028 0.00% 24.75% 7.65% January 27, 2028 $124.75 plus the amount attributable to the Variable Return, if any.
Call Valuation Date 4: January 22, 2029 0.00% 33.00% 7.37% January 29, 2029 $133.00 plus the amount attributable to the Variable Return, if any.
Call Valuation Date 5: January 21, 2030 0.00% 41.25% 7.14% January 28, 2030 $141.25 plus the amount attributable to the Variable Return, if any.

Call Valuation Date 6: January 20, 2031 0.00% 49.50% 6.93% January 27, 2031 $149.50 plus the amount attributable to the Variable Return, if any.
Final Valuation Date: January 20, 2032 0.00% 57.75% 6.73% Maturity Date $157.75 plus the amount attributable to the Variable Return, if any.

Variable Return: On a given Call Valuation Date and the Final Valuation Date, a percentage calculated as follows:

(i) where the Reference Portfolio Return is less than or equal to the Variable Return Threshold applicable to the given Call Valuation Date or the Final Valuation Date, the Variable Return will be equal to 0%; or

(ii) where the Reference Portfolio Return is greater than the Variable Return Threshold applicable to the given Call Valuation Date or the Final Valuation Date, 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: The applicable Fixed Return.

Participation Factor: 5.00%

Barrier: -30.00%

Selling Commission: $2.50 per Note Security (2.50% of the Principal Amount of each Note Security sold).

Dealers: National Bank Financial Inc. 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.

Independent Dealer Fee: Up to $0.15 per Note Security (up to 0.15% of the Principal Amount of each Note Security sold).

Early Trading Charge: $3.60 per Note Security, declining every 15 days by $0.30 to be $0.00 after 180 days from and including the Issuance Date.

Eligibility for Investment: Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs, TFSAs and FHSAs. See "Eligibility for Investment" in the Prospectus.

Credit Rating: The Note Securities have not been rated by any rating agencies. The long-term senior debt obligations of the Bank that are not subject to Bail-In Conversion under the Bail-In Regulations (the "Long-Term Non Bail-inable Senior Debt") are, at the date of this Pricing Supplement, rated AA by DBRS, A+ by S&P, Aa2 by Moody's and AA- by Fitch. There can be no assurance that, if the Note Securities were specifically rated by these agencies, they would have the same ratings as the Long-Term Non Bail-inable Senior Debt of the Bank. A credit rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.


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Form of the Note Securities:
The Note Securities will be issued as Uncertificated Note Securities. See “Description of the Note Securities – Form, Registration and Transfer of Note Securities” in the Prospectus and “Description of the Note Securities – Form of Note Securities” in the Prospectus Supplement.

Fundserv:
NBC24948

Timely Information on the Note Securities:
The Bank will seek to make available at www.nbcstructuredsolutions.ca certain information regarding the Note Securities. Such information is provided for information purposes only and will not be incorporated by reference into this Pricing Supplement.

REFERENCE ASSET

Type of Index:
The type of index that is the Reference Asset can be referred to as an adjusted return index, which corresponds to the performance of a total return equity index (a type of index that reflects the hypothetical reinvestment of dividends and/or distributions paid on the equity securities making up the index), less a synthetic dividend corresponding to a fixed number of index points per annum.

Reference Asset:
The Reference Asset is the Solactive Equal Weight Canada Bank 27 AR Index, which aims to track the gross total return performance of the Solactive Equal Weight Canada Banks Index (the “TR Index”), reduced by a synthetic dividend of 27 index points per annum calculated daily in arrears.

Synthetic Dividend:
The pricing features of note securities are based, amongst other factors, on the synthetic dividend. Everything else being equal, the higher the synthetic dividend, the better the pricing features of note securities (including the potential return).

AR Factor and Dividend Yield of TR Index:
AR Factor

For comparative purposes with the dividend yield of the constituent securities of the TR Index, the synthetic dividend of 27 index points is converted into a percentage by dividing the synthetic dividend by the Closing Level (the “AR Factor”).

The Closing Level on December 27, 2024 was 524.31. The synthetic dividend divided by such Closing Level was therefore equal to an AR Factor of 5.15% per annum. Over the term of the Note Securities, the sum of the synthetic dividend of 27 points per annum will be approximately 189 index points, representing 36.05% of the Closing Level of the Reference Asset on December 27, 2024.

Dividend Yield of TR Index

As of December 27, 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 4.30%, representing an aggregate yield of approximately 30.10% over the term of the Note Securities, assuming that the dividends and/or distributions remain constant and are not reinvested.

The performance of the Reference Asset will vary higher or lower from the performance of 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, depending on whether the impact of the dividends and/or other distributions reinvested in the TR Index is greater or less than the impact of the deduction of the synthetic dividend over the term of the Note Securities.


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Impact of the Synthetic Dividend:

The amount of any dividends and/or distributions paid on the constituent securities that make up the TR Index over any future period is uncertain. The use of the fixed synthetic dividend rather than the actual dividend paid eliminates this uncertainty. As a result, in a case where the synthetic dividend is equal to or higher than the Bank’s assessment on the date of a pricing supplement of the expected dividends and/or distributions to be paid on account of the TR Index constituents, the Bank may generally be able to offer better pricing features compared to equivalent note securities referencing the price return version of such index, such as a higher potential return.

However, as a consequence of the deduction of the fixed synthetic dividend, there is an additional risk of an adverse investment outcome under the Note Securities compared to securities linked to the price return version of the TR Index with similar parameters. Please refer to the “Risk Factors” section below for further details on certain risks ensuing from the deduction of the fixed synthetic dividend.

The following contains a brief description of the Reference Asset.

See “Public Information – Index Linked Note Securities” in the Prospectus. All data and information herein is sourced from Bloomberg and/or publicly available sources.

None of the Bank, the Dealers or any of their respective affiliates makes any assurances, representations or warranties as to the accuracy, reliability or completeness of such information.

Solactive Equal Weight Canada Bank 27 AR Index

The Reference Asset aims to track the gross total return performance of the Solactive Equal Weight Canada Banks Index (the “TR Index”), reduced by the synthetic dividend of 27 index points per annum calculated daily in arrears.

The TR Index is calculated in CAD and is a free-float market capitalization equally weighted equity index. It is intended to track the price movement of the largest Canadian banks’ stocks. The methodology of the TR Index provides that constituent securities fulfill the following criteria: common stocks primarily listed on the Toronto Stock Exchange; stocks of companies that belong to either the “Major Banks” or “Regional Banks” industry sectors, as classified by the TR Index sponsor; a minimum free float market capitalization of $10 billion for new index members and $5 billion for current index members; and a minimum average daily trading value of $10 million, which is measured over at least one month and six months and accounts for Canada composite trading data.

The TR Index is a gross total return index that seeks to replicate the overall return from holding a portfolio consisting of the constituent securities thereof, including any dividends and/or 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 TR Index would typically be exposed to. For the calculation of the level of the TR Index, any dividends and/or other distributions paid on the constituent securities of the TR Index are reinvested across all the constituent securities of the TR Index.

Further information about the Reference Asset, the TR Index and the constituent securities of the TR Index is available on the following website: www.solactive.com and information from this website is not incorporated by reference into this Pricing Supplement.


RISK FACTORS

In addition to the risk factors contained in the Prospectus and the Prospectus Supplement, including in particular those under “Risk Factors – Certain Risk Factors related to the Index Linked Note Securities” in the Prospectus, investors should be mindful of the following additional risks involved with an investment in the Note Securities:

The performance of the Reference Asset will be affected by the ability of issuers comprising the TR Index to pay dividends and/or distributions.

The performance of the Reference Asset will be affected by the ability of the constituents of the TR Index to pay dividends or make distributions in respect of the equity securities included in such TR Index. The dividend payment history in respect of the equity securities of the issuers comprising the TR Index is not indicative of future payments. Future dividend payments are uncertain and depend upon various factors, including, without limitation, the financial position, earnings ratio and cash requirements of the applicable issuer of securities, legal and regulatory requirements and guidance, and the state of financial markets in general. It is not possible to predict the future level of dividends or distributions paid in respect of the components of the TR Index.

The deduction of the synthetic dividend may cause the Reference Asset to underperform the price return version of the TR Index.

The synthetic dividend to be deducted from the TR Index is fixed over the term of the Note Securities while any dividends paid by the constituents of the TR Index may vary over the same period. Consequently, if the impact of the dividends reinvested in the TR Index is less than the impact of the deduction of the synthetic dividend over a period of time, the performance of the Reference Asset will be lower than the performance of the price return version of the TR Index at the end of such period. Such underperformance will be magnified in the context of a decrease in the level of the TR Index (as the fixed synthetic dividend reduction calculated in terms of percentage over the decreased level will be higher). The higher the deduction from the TR Index, the greater the potential magnitude of such underperformance.

As a consequence of the deduction of the fixed synthetic dividend, there is a risk of an adverse investment outcome under the Note Securities compared to securities linked to the price return version of the TR Index with similar parameters.

If the Reference Asset underperforms compared to the price return version of the TR Index, it is possible that:

(i) the Reference Portfolio Return on a Call Valuation Date or the Final Valuation Date could be below the Call Threshold, while the return on the Note Securities calculated using the price return version of the TR Index calculated over the same period is equal to or above such threshold;

(ii) the Reference Portfolio Return on the Final Valuation Date could be below the Barrier while the return on the Note Securities calculated using the price return version of the TR Index calculated over the same period is equal to or above the Barrier; and

(iii) the Reference Portfolio Return on the Final Valuation Date below the Barrier results in a greater loss compared to the loss that would be resulting from the return on the Note Securities calculated using the price return version of the TR Index below the Barrier over the same period.

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INVESTMENT STRATEGY SUPPORTING A PURCHASE OF THE NOTE SECURITIES

NBC Auto Callable Note Securities (Maturity-Monitored Barrier)

You should consider a purchase of the Note Securities rather than alternative investments (including a direct purchase of the Reference Asset or exposure to it) if you expect that:

(i) the Reference Portfolio Return will be equal to or higher than the Call Threshold on at least one Call Valuation Date or on the Final Valuation Date; and

(ii) the first time the Reference Portfolio Return is equal to or higher than the Call Threshold on any Call Valuation Date or the Final Valuation Date, the Reference Portfolio Return will not be higher than the Fixed Return applicable to the given Call Valuation Date or Final Valuation Date, as the case may be; or

(iii) if the Reference Portfolio Return is lower than the Call Threshold on every Call Valuation Date and on the Final Valuation Date, the Reference Portfolio Return will be equal to or higher than the Barrier on the Final Valuation Date.

If your expectations of the Reference Portfolio Return differ from these, you should consider alternative investments rather than an investment in the Note Securities.

SUITABILITY OF THE NOTE SECURITIES FOR INVESTORS

NBC Auto Callable Note Securities (Maturity-Monitored Barrier)

The Note Securities are not suitable for all investors. In determining whether the Note Securities are a suitable investment for you, please consider that:

(i) the Note Securities provide no protection for your original principal investment and if 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, you will receive an amount which is less than your original principal investment on the Maturity Payment Date;

(ii) 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;

(iii) any positive Reference Portfolio Return in excess of the Variable Return Threshold on either a Call Valuation Date or the Final Valuation Date will be multiplied by a Participation Factor which will result in a Holder receiving less than 100% of that excess amount, as the case may be;

(iv) your investment strategy should be consistent with the investment features of the Note Securities;

(v) your investment time horizon should correspond with the term of the Note Securities; and

(vi) your investment will be subject to the risk factors summarized in the section “Risk Factors” in this Pricing Supplement, the Prospectus Supplement and the Prospectus.


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USE OF THE REFERENCE ASSET

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. The Reference Asset is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Reference Asset is calculated correctly. Irrespective of its obligations towards the Bank, Solactive AG has no obligation to point out errors in the Reference Asset to third parties including but not limited to investors and/or financial intermediaries of the Note Securities. Neither publication of the Reference Asset by Solactive AG nor the licensing of the Reference Asset or Reference Asset trademark for the purpose of use in connection with the Note Securities constitutes a recommendation by Solactive AG to invest capital in said Note Securities nor does it in any way represent an assurance or opinion of Solactive AG with regards to any investment in these Note Securities.

Prospective investors should independently investigate the Reference Asset and decide whether an investment in the Note Securities is appropriate.

DOCUMENTS INCORPORATED BY REFERENCE

In addition to this Pricing Supplement, the following documents are specifically incorporated by reference into, and form an integral part of, the Prospectus as of the date of this Pricing Supplement:

(i) the summary entitled “NBC Guide to Structured Products” dated October 21, 2024;

(ii) the Audited Consolidated Financial Statements for the year ended October 31, 2024, which include comparative consolidated financial statements of the Bank for the year ended October 31, 2023, together with the Independent Auditor’s Report thereon;

(iii) the Management’s Discussion and Analysis for the year ended October 31, 2024, as contained in the Bank’s 2024 Annual Report; and

(iv) the Bank’s Annual Information Form dated December 3, 2024.

MARKETING MATERIALS

Any template version of “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) filed with the securities regulatory authorities in each of the provinces and territories of Canada in connection with this offering after the date or filing hereof but prior to the termination of the distribution of the Note 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. Any such marketing materials are not part of this Pricing Supplement 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.

CHANGE TO THE CAPITAL OF THE BANK

On December 18, 2024, the Bank announced its intention to redeem all of its 12,000,000 issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 32 on February 15, 2025, for cash at a redemption price of $25.00 per share, together with all declared and unpaid dividends.


On January 6, 2025, the Bank announced the filing of a prospectus supplement to a short form base prospectus dated September 6, 2024, with the various securities regulatory authorities in all provinces and territories of Canada under the Medium Term Notes Program (the "MTN Program"). The Bank also announced that it intends to issue Medium Term Notes for an aggregate principal amount of $1 billion at an interest rate of 4.26% and maturing on February 15, 2035 (Non-Viability Contingent Capital (NVCC)) constituting subordinated indebtedness of the Bank through its MTN Program (the "Notes"). The Notes will be issued and sold through a dealer syndicate led by National Bank Financial Inc. Interest on the Notes will be paid semi-annually at 4.26% per annum until February 15, 2030, and thereafter at a floating rate equal to Daily Compounded CORRA plus 1.56% payable quarterly. The Bank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the Notes on or after February 15, 2030, in whole or in part, at par plus accrued and unpaid interest on not less than 10 nor more than 60 days' prior notice to holders. The proceeds to the Bank from the sale of the Notes will be added to the Bank's general funds and will be utilized for general banking purposes. The Notes are expected to be issued on January 13, 2025.

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