Rock Tech Lithium Inc. - Capital/Financing Update 2022

Pricing Supplement No. 2422 to the Short Form Base Shelf Prospectus dated March 11, 2020, as amended by the Amended and Restated Short Form Base Shelf Prospectus dated December 8, 2021 (herein referred to as the “base shelf prospectus”), and the Prospectus Supplement thereto dated March 11, 2020.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This pricing supplement together with the base shelf prospectus dated December 8, 2021 and the prospectus supplement dated March 11, 2020 to which it relates, as amended or supplemented, and each document incorporated by reference into such prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The 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 exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America or for the account or benefit of U.S. persons.

January 7, 2022

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The Bank of Nova Scotia Senior Notes (Principal at Risk Notes) Unit Linked Notes

BNS U.S. Energy Callable Contingent US$11.10 Coupon Notes, Series 9 (USD) Maximum US$30,000,000 (300,000 Notes) Due February 1, 2027 Principal at Risk Notes

The Bank of Nova Scotia (the “Bank”) is offering up to US$30,000,000 BNS U.S. Energy Callable Contingent US$11.10 Coupon Notes, Series 9 (USD) (the “Notes”). The Notes are designed for investors who are seeking an investment product with exposure to the shares (each, a “Reference Unit” and collectively, the “Reference Units”) of the SPDR® S&P® Oil & Gas Exploration & Production ETF (NYSE Arca: XOP) (the “Reference ETF”). The Reference ETF is an exchange traded fund which seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the S&P® Oil & Gas Exploration & Production Select Industry® Index (the “Index”). Whether there is a return on the Notes through Semi-Annual Coupon Payments and whether the Principal Amount is returned at maturity is based on the price performance of the Reference Unit. The Maturity Redemption Amount will never exceed the Principal Amount. The return on the Notes will not reflect the total return that an investor would receive if such investor owned the Reference Unit or the securities included in the Reference ETF. The Notes provide holders with Semi-Annual Coupon Payments (i.e., semi-annual interest payments) of US$5.55 per Note if the Closing Unit Price is greater than or equal to the Barrier Price (which is 65.00% of the Initial Unit Price) on the applicable Semi-Annual Coupon Payment Valuation Date (maximum aggregate Semi-Annual Coupon Payments of US$55.50 per Note over the term of the Notes). The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing Unit Price on any Autocall Valuation Date is greater than or equal to the Autocall Price (which is 105.00% of the Initial Unit Price). If the Notes are called, holders will receive both the Principal Amount and the Semi-Annual Coupon Payment for the applicable Autocall Valuation Date. The Notes cannot be automatically called prior to August 2, 2022. See “Valuation Dates, Record Dates and Payment Dates” in this pricing supplement. If the Notes are not automatically called by the Bank, the Notes provide contingent principal protection at maturity if the Final Unit Price on the Final Valuation Date is greater than or equal to the Barrier Price. If the Final Unit Price on the Final Valuation Date is less than the Barrier Price, a holder of the Notes will be fully exposed to any negative price performance of the Reference Unit, meaning that substantially all of such holder’s investment may be lost (subject to a minimum principal repayment of US$1.00 per Note). See “Suitability for Investment” in this pricing supplement.

The Notes described in this pricing supplement will be delivered together with the Bank's amended and restated short form base shelf prospectus dated December 8, 2021, establishing the Bank’s senior (principal at

risk) note program (herein referred to as the “base shelf prospectus”) and a prospectus supplement, which generally describes equity and unit linked notes that may be offered under such program, dated March 11, 2020 (the “product supplement”).

The Notes will not constitute deposits insured under the Canada Deposit Insurance Corporation Act or under any other deposit insurance regime .

An investment in the Notes involves risks. The Notes are not designed to be alternatives to fixed income or money market instruments. The Notes are only appropriate investments for persons who understand the risks associated with structured products and derivatives. The Notes are considered to be “specified derivatives” under applicable Canadian securities laws. An investment in the Notes does not represent a direct or indirect investment in the Reference Unit, the Reference ETF or its constituent securities, and investors do not have an ownership or any other interest (including voting rights or the right to receive any dividends, distributions or other income or amounts accruing or paid thereon) in respect of such Reference Unit, the Reference ETF or its constituent securities. A purchaser of the Notes will be exposed to fluctuations and changes in the price of the Reference Unit to which the Notes are linked. The price of the Reference Unit may be volatile and an investment linked to the price of the Reference Unit may also be volatile. The price performance of the Reference Unit reflects only the price appreciation or depreciation of the Reference Unit. None of the Bank, the Investment Dealers or any of their respective affiliates, or any other person guarantees that investors in the Notes will receive an amount equal to their original investment (subject to a minimum principal repayment of US$1.00 per Note), or guarantees that any return will be paid on the Notes, at or prior to maturity. The Maturity Redemption Amount will depend on the price performance of the Reference Unit. An investor could lose substantially all of his or her investment in the Notes (subject to a minimum principal repayment of US$1.00 per Note). See “Risk Factors”.

The annual distribution yield on the Reference Unit as of December 29, 2021 was 1.57%, representing an aggregate distribution yield of approximately 8.10% annually compounded over the approximately 5 year term of the Notes on the assumption that the distributions paid on the Reference Unit remain constant. An investor should consult documents made publicly available by SSGA Funds Management, Inc. (the “ETF Advisor”), the investment advisor of the Reference ETF, at www.sec.gov/edgar.shtml for a description of the risks applicable to the Reference Unit and the Reference ETF. See Appendix C in this pricing supplement for summary information regarding the Reference Unit and the Reference ETF.

Price: US$100.00 per Note

Price: US$100.00 per Note
Minimum Subscription: US$5,000(50 Notes) Price to Public Investment Dealer Fees(2) Per Note ................................... US$100.00 US$3.00 Total(1)....................................... US$30,000,000 US$900,000	Net Proceeds to the Bank
	US$97.00 US$29,100,000

(1) Reflects the maximum offering size for the Notes. There is no minimum amount of funds that 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.
(2) A selling concession fee of US$3.00 per Note sold (or 3.00% of the Principal Amount) will be payable to the Investment Dealers for further payment to representatives, including representatives employed by the Investment Dealers whose clients purchase the Notes. A fee of up to US$0.15 per Note sold (or up to 0.15% of the Principal Amount) will be payable directly by the Bank to iA Private Wealth Inc. at closing for acting as the independent agent.

The expected estimated value of the Notes as of the date of this pricing supplement is US$94.85 per US$100.00 in Principal Amount, which is less than the price at which the Notes are being offered. The actual value of the Notes at any given time will reflect a variety of factors, cannot be predicted with accuracy and may be less than the estimated value. The estimated value was determined by the Bank on the pricing date of the Notes and is

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not an indication of actual profit to the Bank or any of its affiliates. See “Determination of Estimated Value” and “Risk Factors”.

Prospectus for Notes and Capitalized Terms

The Notes described in this pricing supplement will be issued under the Bank’s senior (principal at risk) note program and will be direct senior unsecured and unsubordinated debt securities. The Notes are described in three separate documents: (1) the base shelf prospectus, (2) the product supplement, and (3) this pricing supplement which contains the specific terms (including pricing information) about the Notes being offered, all of which, collectively, constitute the “prospectus” in respect of such Notes. Each of these documents should be read and considered carefully before a purchaser makes an investment decision in respect of the Notes. See “About this Prospectus for Notes” in the base shelf prospectus. A copy of the prospectus for the Notes will be posted at www.investorsolutions.gbm.scotiabank.com.

Any capitalized terms used in this pricing supplement and not defined herein have the meaning ascribed to them in the product supplement or the base shelf prospectus, as the case may be.

Documents Incorporated by Reference

This pricing supplement is deemed to be incorporated by reference into the base shelf prospectus solely for the purpose of the Notes issued hereunder. Other documents are also incorporated or deemed to be incorporated by reference into the base shelf prospectus and reference should be made to the base shelf prospectus for full particulars.

Any statement contained or contemplated in a document incorporated or deemed to be incorporated by reference in the base shelf prospectus or in this pricing supplement will be deemed to be modified or superseded for purposes of this pricing supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in the base shelf prospectus or in this pricing supplement modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this pricing supplement.

Marketing Materials

The marketing materials in respect of the Notes dated the date hereof and filed with the securities regulatory authorities in each province and territory of Canada are specifically incorporated by reference into this pricing supplement. Any additional marketing materials (as defined in National Instrument 41-101 − General Prospectus Requirements) filed with the securities commission or similar authority in each of the provinces and territories of Canada in connection with this offering on or after the date hereof but prior to the termination of the distribution of the Notes under this pricing supplement (including any amendments to, or an amended version of, the marketing materials) are deemed to be incorporated by reference herein. Any 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.

Forward-looking Statements

From time to time, the Bank’s public communications often include oral or written forward-looking statements. Statements of this type are included in this document, and may be included in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission, or in other communications. In addition,

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representatives of the Bank may include forward-looking statements orally to analysts, investors, the media and others. All such statements are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may include, but are not limited to, statements made in this document, the Management’s Discussion and Analysis in the Bank’s 2021 Annual Report under the headings “Outlook” and in other statements regarding the Bank’s objectives, strategies to achieve those objectives, the regulatory environment in which the Bank operates, anticipated financial results, and the outlook for the Bank’s businesses and for the Canadian, U.S. and global economies. Such statements are typically identified by words or phrases such as “believe,” “expect,” “foresee,” “forecast,” “anticipate,” “intend,” “estimate,” “plan,” “goal,” “project,” and similar expressions of future or conditional verbs, such as “will,” “may,” “should,” “would” and “could.”

By their very nature, forward-looking statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that the Bank’s predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that the Bank’s assumptions may not be correct and that the Bank’s financial performance objectives, vision and strategic goals will not be achieved.

The Bank cautions readers not to place undue reliance on these statements as a number of risk factors, many of which are beyond the Bank’s control and effects of which can be difficult to predict, could cause the Bank’s actual results to differ materially from the expectations, targets, estimates or intentions expressed in such forward-looking statements.

The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic and market conditions in the countries in which the Bank operates; changes in currency and interest rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the failure of third parties to comply with their obligations to the Bank and its affiliates; changes in monetary, fiscal, or economic policy and tax legislation and interpretation; changes in laws and regulations or in supervisory expectations or requirements, including capital, interest rate and liquidity requirements and guidance, and the effect of such changes on funding costs; changes to the Bank’s credit ratings; operational and infrastructure risks; reputational risks; the accuracy and completeness of information the Bank receives on customers and counterparties; the timely development and introduction of new products and services, and the extent to which products or services previously sold by the Bank require the Bank to incur liabilities or absorb losses not contemplated at their origination; the Bank’s ability to execute its strategic plans, including the successful completion of acquisitions and dispositions, including obtaining regulatory approvals; critical accounting estimates and the effect of changes to accounting standards, rules and interpretations on these estimates; global capital markets activity; the Bank’s ability to attract, develop and retain key executives; the evolution of various types of fraud or other criminal behaviour to which the Bank is exposed; disruptions in or attacks (including cyber-attacks) on the Bank's information technology, internet, network access, or other voice or data communications systems or services; increased competition in the geographic and in business areas in which the Bank operates, including through internet and mobile banking and non-traditional competitors; exposure related to significant litigation and regulatory matters; climate change and other environmental and social risks, including sustainability that may arise, including from the Bank's business activities; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; the emergence of widespread health emergencies or pandemics, including the magnitude and duration of the COVID-19 pandemic and its impact on the global economy, financial market conditions and the Bank’s business, results of operations, financial condition and prospects; and the Bank’s anticipation of and success in managing the risks implied by the foregoing. A substantial amount of the Bank’s business involves making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or countries could have a material adverse effect on the Bank’s financial results, businesses, financial condition or liquidity. These and other factors may cause the Bank’s actual performance to differ materially from that contemplated by forward-looking statements. The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank’s results, for more information, please see the “Risk Management” section of the Bank’s 2021 Annual Report, as may be updated by quarterly reports.

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Material economic assumptions underlying the forward-looking statements are set out in the 2021 Annual Report under the headings “Outlook”, as updated by quarterly reports. The “Outlook” sections are based on the Bank’s views and the actual outcome is uncertain. Readers should consider the above-noted factors when reviewing these sections. When relying on forward-looking statements to make decisions with respect to the Bank and its securities, investors and others should carefully consider the preceding factors, other uncertainties and potential events.

Any forward-looking statements contained in the 2021 Annual Report represent the views of management only as of the date thereof and are presented for the purpose of assisting the Bank's shareholders and analysts in understanding the Bank's financial position, objectives and priorities, and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. Except as required by law, the Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf.

Trademark Notice

™ Trademark of The Bank of Nova Scotia, used under license (where applicable). Scotiabank is a marketing name for the global corporate and investment banking and capital markets businesses of The Bank of Nova Scotia and certain of its affiliates in the countries where they operate including Scotia Capital Inc. (MemberCanadian Investor Protection Fund and regulated by the Investment Industry Regulatory Organization of Canada). Important legal information may be accessed at https://www.gbm.scotiabank.com/en/legal.html. Products and services described are available only by Scotiabank licensed entities in jurisdictions where permitted by law. This information is not directed to or intended for use by any person resident or located in any country where its distribution is contrary to its laws. Not all products and services are offered in all jurisdictions.

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The Bank of Nova Scotia

Senior Notes (Principal at Risk Notes) Unit Linked Notes

BNS U.S. Energy Callable Contingent US$11.10 Coupon Notes, Series 9 (USD) Maximum US$30,000,000 (300,000 Notes) Due February 1, 2027 Principal at Risk Notes

Issuer:	The Bank of Nova Scotia (the “Bank”).
Investment Dealers:	Scotia Capital Inc. and iA Private Wealth Inc.
	iA Private Wealth Inc., a dealer to which the Bank is neither related nor connected,
	participated in the due diligence activities performed by the Investment Dealers in respect
	of the offering, but did not participate in the structuring and pricing of the offering or the
	calculation of, or review the calculation of, the initial estimated value of the Notes. See
	“Plan of Distribution” in the base shelf prospectus.
Issue Size:	Maximum US$30,000,000 (300,000 Notes). The Bank reserves the right to change the
	maximum Issue Size in its sole and absolute discretion.
Principal Amount:	US$100.00 per Note (the “Principal Amount”).
Issue Date:	The Notes will be issued on or about January 31, 2022, or such other date as may be
	agreed between the Bank and the Investment Dealers.
CUSIP:	06415GDG2.
Fundserv Code:	SSP3194.
	Notes may be purchased through dealers and other firms that facilitate purchase and
	related settlement through a clearing and settlement service operated by Fundserv. See
	“Listing and Secondary Market”.
Issue Price:	100.00% of the Principal Amount.
Maturity Date:	February 1, 2027 (approximately a 5 year term) (the “Maturity Date”), subject to the Notes
	being automatically called (i.e., redeemed) by the Bank. See “Description of Equity and
	Unit Linked Notes – Maturity Date” and “Description of Equity and Unit Linked Notes –
	Amounts Payable” in the product supplement.
Autocall:	The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing Unit
	Price on any Autocall Valuation Date is greater than or equal to the Autocall Price. The
	Notes cannot be automatically called prior to August 2, 2022. See “Valuation Dates,
	Record Dates and Payment Dates”. If the Closing Unit Price on any Autocall Valuation
	Date is not greater than or equal to the Autocall Price, the Notes will not be automatically
	called by the Bank.
Autocall Price:	105.00% of the Initial Unit Price.

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Minimum US$5,000 (50 Notes). Investment: Status/Rank: The Notes will be direct senior unsecured and unsubordinated obligations of the Bank and will rank equally with all other present and future direct senior unsecured and unsubordinated indebtedness of the Bank, subject to certain priorities under applicable law.

Credit Rating: As of the date of this pricing supplement, the Bank’s direct senior unsecured and unsubordinated obligations with a term to maturity of one year or more were rated AA by DBRS Limited, A+ by Standard & Poor’s, AA by Fitch Ratings and Aa2 by Moody’s Investors Service, Inc. However, the Notes have not been and will not be rated by any credit rating organization. There can be no assurance that if the Notes were specifically rated by these rating agencies that they would have the same rating as the Bank’s unsecured and unsubordinated obligations with a term to maturity of one year or more. A 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.

Reference Unit and Whether there is a return on the Notes through the Semi-Annual Coupon Payments and Reference ETF: whether the Principal Amount is returned at maturity is based on the price performance of the shares (each, a “Reference Unit” and collectively, the “Reference Units”) of the SPDR® S&P® Oil & Gas Exploration & Production ETF (the “Reference ETF”). The Reference ETF is an exchange traded fund which seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the S&P® Oil & Gas Exploration & Production Select Industry® Index (the “Index”). The Reference Unit is listed on the New York Stock Exchange Arca (NYSE Arca) (the “Exchange”) under the symbol XOP. See “Description of Equity and Unit Linked Notes – Underlying Securities” in the product supplement. See Appendix C to this pricing supplement for summary information regarding the Reference Unit and the Reference ETF.

The Notes do not represent a direct or indirect investment in the Reference Unit, the Reference ETF or its constituent securities, and holders will have no right or entitlement to the Reference Unit, the Reference ETF or its constituent securities, including voting rights or the right to receive any dividends, distributions or other income or amounts accruing or paid thereon. The price performance of the Reference Unit reflects only the price appreciation or depreciation of the Reference Unit. The annual distribution yield on the Reference Unit as of December 29, 2021 was 1.57%, representing an aggregate distribution yield of approximately 8.10% annually compounded over the approximately 5 year term of the Notes on the assumption that the distributions paid on the Reference Unit remain constant. There is no requirement for the Bank to hold any interest in the Reference Unit, the Reference ETF or its constituent securities.

Initial Valuation January 31, 2022, provided that if such day is not an Exchange Business Day then the Date: Initial Valuation Date will be the first succeeding day that is an Exchange Business Day, subject to the occurrence of any special circumstances (see “Special Circumstances” in this pricing supplement).

Valuation Dates, The specific Valuation Dates, Record Dates and Payment Dates/Maturity Date for the Record Dates and Notes will be as follows, subject to the occurrence of any special circumstances (see Payment Dates: “Special Circumstances” in this pricing supplement) and the Notes being automatically called by the Bank:

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			Payment Date/
Period	Valuation Date	Record Date	Maturity Date
1	July 26, 2022	July 29, 2022	August 2, 2022
2	January 25, 2023	January 30, 2023	January 31, 2023
3	July 25, 2023	July 28, 2023	July 31, 2023
4	January 25, 2024	January 30, 2024	January 31, 2024
5	July 25, 2024	July 30, 2024	July 31, 2024
6	January 27, 2025	January 30, 2025	January 31, 2025
7	July 25, 2025	July 30, 2025	July 31, 2025
8	January 27, 2026	January 30, 2026	February 2, 2026
9	July 27, 2026	July 30, 2026	July 31, 2026
10	January 26, 2027 (the "Final Valuation Date")	January 29, 2027	February 1, 2027

Each of the Valuation Dates (other than the Final Valuation Date) is an “Autocall Valuation Date”. If an Autocall Valuation Date, the Final Valuation Date or a Record Date is not an Exchange Business Day then the Autocall Valuation Date, Final Valuation Date or Record Date, as the case may be, will be the immediately preceding Exchange Business Day, subject to Special Circumstances.

If a Payment Date or the Maturity Date is not a Business Day then the related payment the Bank is obligated to make on such day, if any, will be paid to the holder on the immediately following Business Day, subject to Special Circumstances, and no interest shall be paid in respect of such delay. If the Notes are automatically called (i.e., redeemed) by the Bank prior to the Maturity Date, the Notes will be cancelled, all amounts due shall be paid and holders will not be entitled to receive any subsequent payments in respect of the Notes.

Semi-Annual Coupon Payments:

Holders of record on the applicable Semi-Annual Coupon Payment Record Date may be entitled to receive from the Bank on the applicable Semi-Annual Coupon Payment Date a semi-annual coupon payment (the “Semi-Annual Coupon Payment”). The Semi-Annual Coupon Payment will be determined as follows:

(i) If the Closing Unit Price on the relevant Semi-Annual Coupon Payment Valuation Date is greater than or equal to the Barrier Price, the Semi-Annual Coupon Payment will be US$5.55 per Note; and
(ii) If the Closing Unit Price on the relevant Semi-Annual Coupon Payment Valuation Date is less than the Barrier Price, no Semi-Annual Coupon Payment will be made.

The aggregate Semi-Annual Coupon Payments over the term of the Notes will not exceed US$55.50 per Note. If the Notes are called, holders will receive both the Principal Amount and the Semi-Annual Coupon Payment for the applicable Autocall Valuation Date.

The specific Semi-Annual Coupon Payment Valuation Dates, Semi-Annual Coupon Payment Record Dates and Semi-Annual Coupon Payment Dates for the Notes will be as follows:

	Semi-Annual Coupon	Semi-Annual Coupon	Semi-Annual Coupon
Period	Payment Valuation Date	Payment Record Date	Payment Date
1	July 26, 2022	July 29, 2022	August 2, 2022

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	Semi-Annual Coupon	Semi-Annual Coupon	Semi-Annual Coupon
Period	Payment Valuation Date	Payment Record Date	Payment Date
2	January 25, 2023	January 30, 2023	January 31, 2023
3	July 25, 2023	July 28, 2023	July 31, 2023
4	January 25, 2024	January 30, 2024	January 31, 2024
5	July 25, 2024	July 30, 2024	July 31, 2024
6	January 27, 2025	January 30, 2025	January 31, 2025
7	July 25, 2025	July 30, 2025	July 31, 2025
8	January 27, 2026	January 30, 2026	February 2, 2026
9	July 27, 2026	July 30, 2026	July 31, 2026
10	January 26, 2027	January 29, 2027	February 1, 2027

If a Semi-Annual Coupon Payment Valuation Date or Semi-Annual Coupon Payment Record Date is not an Exchange Business Day then the Semi-Annual Coupon Payment Valuation Date or Semi-Annual Coupon Payment Record Date, as the case may be, will be the immediately preceding Exchange Business Day, subject to the occurrence of any special circumstances (see “Special Circumstances” in this pricing supplement).

If a Semi-Annual Coupon Payment Date or the Maturity Date is not a Business Day then the related payment the Bank is obligated to make on such day, if any, will be paid to the holder on the immediately following Business Day, subject to Special Circumstances, and no interest shall be paid in respect of such delay. If the Notes are automatically called (i.e., redeemed) by the Bank prior to the Maturity Date, the Notes will be cancelled, all amounts due shall be paid and holders will not be entitled to receive any subsequent payments in respect of the Notes.

Maturity Redemption Amount:

Holders of record on the applicable Record Date will be entitled to an amount payable per Note if they are automatically called by the Bank or at maturity (in each case, the “Maturity Redemption Amount”) as calculated by the Calculation Agent in accordance with the applicable formula below:

If the Closing Unit Price on an Autocall Valuation Date or the Final Valuation Date is greater than or equal to the Autocall Price, the Maturity Redemption Amount will equal:
Principal Amount
If the Final Unit Price on the Final Valuation Date is less than the Autocall Price but greater than or equal to the Barrier Price, the Maturity Redemption Amount will equal:
Principal Amount
If the Final Unit Price on the Final Valuation Date is less than the Barrier Price, the Maturity Redemption Amount will equal:
Principal Amount + (Principal Amount x Price Return)

The Maturity Redemption Amount will be substantially less than the Principal Amount invested by an investor if the Final Unit Price on the Final Valuation Date is less than the Barrier Price. The Maturity Redemption Amount will be subject to a minimum principal repayment of US$1.00 per Note. The return on the Notes will not reflect the total return that an investor would receive if such investor owned the Reference Unit or the

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securities included in the Reference ETF. Certain dollar amounts will be rounded to the nearest whole cent. See Appendix A to this pricing supplement for sample calculations of the Maturity Redemption Amount based on certain hypothetical values and assumptions.

Barrier Price: 65.00% of the Initial Unit Price.

Price Return: The Price Return is an amount expressed as a percentage (which can be zero, positive or negative) calculated by the Calculation Agent in accordance with the following formula:

Final Unit Price – Initial Unit Price

Initial Unit Price

Closing Unit Price: The official closing price or value of the Reference Unit on a given day as calculated and announced by the Exchange on an Exchange Business Day.
Initial Unit Price: The Closing Unit Price on the Initial Valuation Date. Final Unit Price: The Closing Unit Price on the Final Valuation Date.
Currency: The Notes are denominated in U.S. dollars. The return on the Notes in U.S. dollars will be based solely upon the Closing Unit Price on a Semi-Annual Coupon Payment Valuation Date, an Autocall Valuation Date or the Final Valuation Date, as the case may be. Accordingly, the Maturity Redemption Amount and any Semi-Annual Coupon Payments payable in respect of the Notes will be unaffected by changes in the exchange rate of the U.S. dollar relative to any other currency. To the extent other assets or income of a holder of the Notes are denominated in another currency, such as the Canadian dollar, an investment in the Notes will entail foreign exchange related risks. See “Risk Factors”.
Fees and Expenses: A selling concession fee of US$3.00 per Note sold (or 3.00% of the Principal Amount) will be payable to the Investment Dealers for further payment to representatives, including representatives employed by the Investment Dealers whose clients purchase the Notes. A fee of up to US$0.15 per Note sold (or up to 0.15% of the Principal Amount) will be payable directly by the Bank to iA Private Wealth Inc. at closing for acting as the independent agent. The payment of these fees will not reduce the amount on which the Maturity Redemption Amount payable on the Notes is calculated.

The return on the Reference Unit and on the Notes will be affected by the Reference ETF’s operating expenses which reflects the ongoing fees and expenses of the Reference ETF, including the annual management fee payable by the Reference ETF to the ETF Advisor in the amount of 0.35% of the Reference ETF’s average daily net assets. The ETF Advisor has agreed to waive a portion of its management fee and/or reimburse expenses in an amount equal to any acquired fund fees and expenses (excluding holdings in acquired funds for cash management purposes, if any) until October 31, 2022. The total annual fund operating expenses, as reported by the ETF Advisor as at October 31, 2021, represented 0.35% of the Reference ETF’s average daily net assets, which amount does not reflect transaction costs payable by the Reference ETF, such as brokerage commissions payable on purchases and sales of the securities held by the Reference ETF.

Determination of The Notes are debt securities, the return on which is linked to the price performance of Estimated Value: the Reference Unit. In order to satisfy its payment obligations under the Notes, the Bank may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) on or before the Initial Valuation Date with Scotia

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Capital Inc. or one of the Bank’s other subsidiaries, or with a third party, but is under no obligation to do so. The terms of any such hedging arrangements would, if entered into, take into account a number of factors, including the creditworthiness of the Bank, interest rate movements, the volatility of the Reference Unit, and the tenor of the Notes.

The Issue Price of the Notes also reflects the selling concession fee payable to the Investment Dealers and the Bank’s expected profit (which may or may not be realized) based on an estimate of costs the Bank may incur in creating, issuing, maintaining and potentially hedging its obligations under the Notes. These factors result in the estimated value for the Notes on the date of this pricing supplement being less than the Issue Price of the Notes. See “Risk Factors”.

The Bank has adopted written policies and procedures for determining the estimated initial value of the Notes which include: (i) the methodologies used for valuing each type of component embedded in the Notes, (ii) the methods by which the Bank will review and test valuation to assess the quality of the prices obtained as well as the general functioning of the valuation process, and (iii) conflicts of interest.

Early Trading Charge:

The Notes are designed for investors who are prepared to hold the Notes to maturity. Any sale of Notes in a secondary market prior to the Maturity Date will be subject to an early trading charge, deductible from the sale proceeds of the Notes and determined as follows:

If Sold Within	Early Trading Charge (% of Principal Amount)
0-90 days of Issue Date	3.50%
91-180 days of Issue Date	1.50%
Thereafter	Nil

Listing and Secondary Market:

The Notes will not be listed on any exchange or marketplace. Scotia Capital Inc. will use reasonable efforts under normal market conditions to provide a daily secondary market for the sale of the Notes but reserves the right to elect not to do so at any time in the future, in its sole and absolute discretion, without prior notice to holders. Under no circumstances will Scotia Capital Inc. provide a secondary market for the Notes on or following an Autocall Valuation Date or the Final Valuation Date, as the case may be, if the Notes will be redeemed by the Bank on the applicable Payment Date or at maturity. See “Risk Factors Relating to the Secondary Market” in the product supplement and “Secondary Market for Notes” in the base shelf prospectus.

The sale of a Note in a secondary market (if any such secondary market exists at such time) prior to the Maturity Date will be effected at a price equal to (i) the bid price on the sale date, less (ii) any applicable Early Trading Charge, less (iii) any transaction charges that may or may not be levied by the relevant selling agent. See “Early Trading Charge”. The Notes may in certain circumstances be transferable through CDS and not the Fundserv network. There is no guarantee that the bid price at any time will be the highest possible price available in any secondary market for the Notes, and the actual price received by a holder and the selling terms for such secondary market sales may be varied by the relevant selling agent.

Special Circumstances:

See the “Special Circumstances” section in the product supplement for a description of certain special circumstances, including a Merger Event, a Tender Offer, a Substitution Event, a Market Disruption Event and an Extraordinary Event, which may result in an adjustment to the Reference Unit or to the calculation or timing of payments due on the Notes.

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Calculation Agent:

Eligibility for Investment:

Tax Information:

Scotia Capital Inc.

Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs. See “Eligibility for Investment” in Appendix B of this pricing supplement.

This income tax summary is subject to the limitations and qualifications set out under the heading “Certain Canadian Federal Income Tax Considerations” in Appendix B .

A Resident Initial Investor should not be required to include amounts in income in respect of a Note prior to the determination of: (i) in respect of a particular Semi-Annual Coupon Payment, the amount of such coupon, or (ii) an Accelerated Payment upon the occurrence of an Extraordinary Event. Absent the occurrence of an Extraordinary Event, a Resident Initial Investor will be required to include in its income for a taxation year any Semi-Annual Coupon Payment that becomes determinable in the particular taxation year to the extent that such amount was not otherwise included in computing the Resident Initial Investor’s income for a preceding taxation year. If the Maturity Redemption Amount is less than the Principal Amount of the Notes, the Resident Initial Investor will generally realize a capital loss on the redemption of the Notes.

The Notes are denominated in U.S. dollars. For the purposes of the Income Tax Act (Canada) (the “Act”), all U.S. dollar amounts relating to the acquisition, holding or disposition of a Note must generally be converted into Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules of the Act in that regard (the “Applicable Exchange Rate”). As a result, a Resident Initial Investor may realize income, capital gains or capital losses by virtue of fluctuations in the value of the U.S. dollar relative to the Canadian dollar.

In general, where an investor assigns or transfers a debt obligation (other than as a consequence of a repayment of the debt obligation), any interest that has accrued on the debt obligation up to the date of disposition will be included in the investor’s income as interest for the taxation year in which the transfer occurs (to the extent that it has not otherwise been included in the investor’s income for that year or a previous year) and excluded from the investor’s proceeds of disposition of the debt obligation. Where a Resident Initial Investor assigns or transfers a Note (other than as a consequence of a repayment or redemption of the Note), the Resident Initial Investor will be required to include in its income as accrued interest, an amount equal to the amount, if any, by which the price for which the Note was assigned or transferred (converted into Canadian dollars using the Applicable Exchange Rate on the date of assignment or transfer) exceeds the Principal Amount of the Note (converted into Canadian dollars using the Applicable Exchange Rate on the date of assignment or transfer).

A Resident Initial Investor who disposes of, or is deemed to dispose of, a Note will generally realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any amount included in income as interest, exceed (or are less than) the aggregate of the Resident Initial Investor’s adjusted cost base of the Note and any reasonable costs of disposition. Resident Initial Investors who dispose of Notes other than as a consequence of the repayment or redemption of the Notes by the Bank should consult their tax advisors with respect to their particular circumstances.

U.S. Tax Considerations:

Initial holders of the Notes will not be subject to withholding tax under Section 871(m) of the U.S. Internal Revenue Code of 1986, as amended, solely as a result of investing in the Notes. Section 871(m) imposes a 30% withholding tax (which may be reduced by an applicable income tax treaty) on certain “dividend equivalents” paid or deemed paid to a

PS2422-12

non-U.S. holder with respect to certain “specified equity-linked instruments” that reference one or more dividend-paying U.S. equity securities or indices containing U.S. equity securities. It is possible, however, that withholding tax under Section 871(m) could apply to the Notes if a non-U.S. holder enters, or has entered, into certain other transactions in respect of the securities comprising the Reference ETF. A non-U.S. holder that enters, or has entered, into any such transactions should consult its tax advisor regarding the application of Section 871(m) to its Notes in the context of its other transactions.

Performance Disclosure:

Suitability for Investment:

Ongoing information about the performance of the Notes will be available on the Bank’s structured products website (www.investorsolutions.gbm.scotiabank.com).

Investors should independently determine, with their own advisors, whether an investment in the Notes is suitable for them having regard to their own investment objectives and expectations. The Notes may be suitable for:

investors who are seeking a medium-term investment and who have an investment strategy consistent with the features of the Notes, including that the Maturity Redemption Amount will never exceed the Principal Amount (i.e. the investor will not participate in any price appreciation of the Reference Unit) and that the Notes are subject to a semi-annual automatic call feature and will be automatically called (i.e., redeemed) by the Bank if the Closing Unit Price on any Autocall Valuation Date is greater than or equal to the Autocall Price;
investors seeking the opportunity for an enhanced return over other traditional equity or fixed rate investments and who are prepared to assume the risks associated with an investment linked to equity markets;
investors seeking exposure to, and understanding the risks associated with the U.S. energy sector and oil and gas exploration and production industry and the Reference ETF;
investors who are comfortable with the return on the Notes being linked to the price of the Reference Unit which may be affected by the volatility of the prices of the equity securities of the issuers comprising the Reference ETF;
investors who are comfortable with the return on the Notes being linked to the price return of the Reference Unit measured (i) on the Initial Valuation Date and on the Final Valuation Date (or an Autocall Valuation Date) only with respect to the Maturity Redemption Amount and (ii) on the Initial Valuation Date and each Semi-Annual Coupon Payment Valuation Date only with respect to Semi-Annual Coupon Payments, and are willing to forego all dividends, distributions and other income and amounts accruing or paid in respect of the Reference Unit, the Reference ETF or its constituent securities;
investors who are comfortable with the total return on the Notes only being positive and the sum returned to investors only being greater than the Principal Amount if (i) the Closing Unit Price is greater than or equal to the Autocall Price on any Autocall Valuation Date, or greater than or equal to the Barrier Price on the Final Valuation Date, and (ii) the Closing Unit Price is greater than or equal to the Barrier Price on at least one Semi-Annual Coupon Payment Valuation Date, since the Maturity Redemption Amount will never exceed the Principal Amount, or, notwithstanding the foregoing, if (a) the Final Unit Price on the Final

PS2422-13

Valuation Date is less than the Barrier Price and (b) the aggregate amount of Semi-Annual Coupon Payments that may be paid to holders over the term of the Notes is greater than the difference between the Principal Amount and the Maturity Redemption Amount;

investors with an investment horizon equivalent to the approximately 5 year term of the Notes who are prepared to hold the Notes to maturity, but who are willing to assume the risk that the Notes will be automatically called prior to the Maturity Date if the Closing Unit Price is greater than or equal to the Autocall Price on an Autocall Valuation Date;
investors willing to assume the risk of losing substantially all of their investment (subject to a minimum principal repayment of US$1.00 per Note) if the Final Unit Price on the Final Valuation Date is less than the Barrier Price;
investors who are seeking a U.S. dollar denominated investment and are prepared to assume the risks (including losses) associated with investments exposed to fluctuations in currency exchange rates (see “Tax Information” for a description of the conversion of U.S. dollar amounts relating to the acquisition, holding or disposition of a Note into Canadian dollars);
investors who have carefully considered the risks associated with an investment in the Notes; and
investors willing to assume the credit risk of the Bank.

Risk Factors:

Risk factors relating to the Notes include but are not limited to the following:

the return on the Notes may be affected by specific factors associated with the Reference Unit and the Reference ETF. An investor should consult documents made publicly available about the Reference ETF at www.sec.gov/edgar.shtml for a description of the risks applicable to the Reference Unit and the Reference ETF;
the return on the Notes is calculated using the price performance of the Reference Unit only. As such, an investment in the Notes is not the same as making a direct or indirect investment in the Reference Unit, the Reference ETF or its constituent securities, including the fact that an investor will not have the right to receive any dividends, distributions or other income or amounts accruing or paid on the Reference Unit, the Reference ETF or its constituent securities;
the return on the Notes is calculated with reference to the price performance of the Reference Unit. The price of the Reference Unit may be affected by the volatility of the prices of the equity securities of the issuers comprising the Reference ETF, which prices may be more volatile than the equity market generally, meaning that such prices can fluctuate and change considerably in relatively short periods and the performance of such prices cannot be predicted for any future period;
the Notes are subject to a semi-annual automatic call feature and will be redeemed by the Bank prior to the Maturity Date if the Closing Unit Price on an Autocall Valuation Date is greater than or equal to the Autocall Price. If the Notes are automatically called, investors will not be entitled to receive any subsequent

PS2422-14

payments in respect of the Notes;

any Semi-Annual Coupon Payments are contingent on the Closing Unit Price on the Semi-Annual Coupon Payment Valuation Dates. If the Closing Unit Price is less than the Barrier Price on any Semi-Annual Coupon Payment Valuation Date then no such payment will be made on that Semi-Annual Coupon Payment Date;
the Notes offer contingent principal protection based on the Final Unit Price on the Final Valuation Date only. If the Final Unit Price on the Final Valuation Date is less than the Barrier Price, an investor will be fully exposed to any negative price performance of the Reference Unit, meaning that substantially all of such investor’s investment may be lost (subject to a minimum principal repayment of US$1.00 per Note);
the total return on the Notes will only be positive and the sum returned to investors will only be greater than the Principal Amount if (i) the Closing Unit Price is greater than or equal to the Autocall Price on any Autocall Valuation Date, or greater than or equal to the Barrier Price on the Final Valuation Date, and (ii) the Closing Unit Price is greater than or equal to the Barrier Price on at least one Semi-Annual Coupon Payment Valuation Date, since the Maturity Redemption Amount will never exceed the Principal Amount, or, notwithstanding the foregoing, if (a) the Final Unit Price on the Final Valuation Date is less than the Barrier Price and (b) the aggregate amount of Semi-Annual Coupon Payments that may be paid to holders over the term of the Notes is greater than the difference between the Principal Amount and the Maturity Redemption Amount;
the return on the Notes is calculated with reference to the prices of equity securities of issuers comprising the Reference ETF, which is comprised of issuers representing the oil and gas exploration and production industry and whose primary lines of business are directly associated with the oil and gas exploration and production industry. As a result, the return on the Notes could be adversely affected by a variety of factors that could impact the U.S. energy sector and the oil and gas exploration and production industry, the value of securities in the U.S. stock markets and securities markets generally, and which are beyond the control of the Bank and the Investment Dealers, including political, geopolitical, economic, financial, social and other factors that influence the market generally, as well as corporate developments, regulatory changes, changes in interest rates, changes in the level of inflation, changes in industry conditions, epidemics, pandemics or other public health emergencies, levels of foreign or domestic economic growth, global economic events, volatility in global financial markets, events relating to international politics, energy conservation, the success of exploration projects, tax, governmental regulatory policies, and various other circumstances that could influence the value of the securities in a specific market segment, industry or sector, or of a particular issuer. Additionally, commodity prices can fluctuate significantly in short time periods, which may have an impact on the value of the Reference ETF and the Notes. Commodity prices including the price of natural gas and other fossil fuels can change as a result of a number of factors including supply and demand, government and regulatory matters, speculation, international monetary and political factors, central bank activity, changes in interest rates and currency values, and world events including terrorist attacks that may cause disruptions in commodity sectors. The disruptive effects of the COVID-19 pandemic have contributed to economic slowdowns both

PS2422-15

domestically and globally. The full impact of the COVID-19 pandemic on the global economy and financial markets continues to evolve and its duration is uncertain. Disruptions caused by the COVID-19 pandemic may adversely affect the issuers comprising the Reference ETF, the Reference Unit, the Reference ETF and the return on the Notes;

disruptions to financial markets may cause interruptions, limitations, breakdowns, suspensions or the permanent discontinuance of trading on any exchange or trading system on which the Reference Unit is traded, which may adversely affect the price of the Reference Unit, the amounts that may be payable on the Notes and the value of the Notes on or prior to maturity. In addition, such occurrences may result in the inability or impracticability of the Calculation Agent to determine a bid price for the Notes or may result in a bid price that is unfavourable to holders of the Notes, and may also lead to the determination by the Calculation Agent that a special circumstance has occurred, including a Market Disruption Event, or an Extraordinary Event which may result in the Notes being redeemed prior to the Maturity Date (see “Special Circumstances” in this pricing supplement);
the U.S. securities markets may be more or less volatile than the Canadian securities markets and may be affected by market developments in different ways than Canadian or other securities markets. Moreover, the U.S. economy may differ favourably or unfavourably from the Canadian economy in economic factors such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. Accounting, auditing, financial reporting and continuous disclosure standards and requirements in the U.S. may also differ from those applicable to Canadian reporting issuers;
since the issuers comprising the Reference ETF are concentrated in the U.S. energy sector and oil and gas exploration and production industry, the Notes offer less diversification and increased concentration risk as compared to an investment linked to a more broadly diversified index or exchange traded fund. Therefore, the price of the Reference Unit is potentially subject to larger changes in values, and market conditions that adversely affect one or more issuers comprising the Reference ETF are more likely to adversely affect other issuers represented in the Reference ETF. Adverse developments in the U.S. energy sector and oil and gas exploration and production industry may cause the Reference ETF and the securities comprising the Reference ETF to underperform relative to indices or exchange traded funds that invest more broadly across other industries or have a smaller exposure to the U.S. energy sector and oil and gas exploration and production industry;
the primary lines of business of all or substantially all of the issuers comprising the Reference ETF are directly associated with the oil and gas exploration and production industry such that the Reference ETF is subject to various risks associated with making investments in issuers in the energy sector and the oil and gas exploration and production industry, which are highly dependent on the price of oil and gas and may be adversely affected by a variety of worldwide economic, financial and political factors, including, without limitation, changes in exchange rates, interest rates, economic conditions, tax treatment, governmental regulation and intervention and world events in the regions in which such issuers operate or elsewhere, including events such as natural disasters, geological and seismic events, terrorist attacks, international or regional conflicts or wars, or

PS2422-16

other events that may have a significant economic impact on issuers in the energy sector, on the world supply of oil and gas and on the price of oil and gas. Such an event could negatively affect the profitability of such issuers and, in turn, the value of the Reference ETF. Weak demand for the products or services of issuers in the oil and gas exploration and production industry, as well as negative developments in other areas, such as the price of oil, natural gas and other fossil fuels, exploration and production spending, government regulation, taxes placed on carbon emissions, potential costs related to air emissions and tailings management, and geopolitical events, could adversely impact the performance of such issuers. Issuers in the oil and gas exploration and production industry may be at risk for environmental damage claims, and civil liability from accidents resulting in injury, loss of life or property. In addition, issuers in the energy sector are subject to risks associated with the accuracy of assumptions as to reserve estimates, the ability to acquire additional economically recoverable reserves, dependence on third party operators and availability of a skilled workforce, defects in title to properties in which they invest, cybersecurity risks to infrastructure and information assets, intense competition in the industry, climate change and environmental laws, operational risks including uninsurable risks associated with their operations, increasing operating costs, delays in operations, access to credit facilities, changes in royalty frameworks, termination or expiration of licenses or leases, seasonal weather patterns and changes in the availability of gathering and processing facilities and distribution systems, including pipeline systems and rail. In respect of operations that may be conducted outside the United States, issuers in the energy sector may face various discrete risks including currency exchange rate fluctuations, foreign economic conditions, trade barriers, exchange controls, labour strikes, political risks, risks of increased duties, and changes in laws and policies governing any foreign-based operations. The return on the Notes may be affected by these and other specific risk factors associated with the issuers comprising the Reference ETF;

the Notes have not been rated and will not be insured by the Canada Deposit Insurance Corporation or any other entity and therefore the payments to investors will be dependent upon the financial health and creditworthiness of the Bank. For a discussion of the COVID-19 pandemic and its impact on the Bank’s business and related risks, please refer to the Management’s Discussion and Analysis in the Bank’s 2021 Annual Report under the heading “Overview of Performance — Impact of COVID-19”;
none of the Bank, the Investment Dealers or any of their respective affiliates or associates have performed and will not perform any due diligence investigation or review of the Reference Unit or the Reference ETF. Information in this pricing supplement relating to the Reference Unit and the Reference ETF is derived from publicly available sources. None of the Bank, the Investment Dealers or any of their respective affiliates or associates have independently verified, nor do they make any representation regarding, the accuracy or completeness of the public information relating to the Reference Unit or the Reference ETF. Prospective investors should undertake their own independent investigation of the Reference Unit and the Reference ETF in order to make an informed decision as to the merits of an investment in the Notes;
the Reference ETF and the ETF Advisor do not have any statutory liability with respect to the accuracy or completeness of any of the information contained in this pricing supplement and have no obligation or liability in connection with the

PS2422-17

administration, marketing or trading of the Notes;

an investment in the Notes should be made with an understanding that the Maturity Redemption Amount and any Semi-Annual Coupon Payments will be denominated and payable in U.S. dollars. To the extent other assets or income of a holder of Notes are denominated in another currency, such as the Canadian dollar, an investment in the Notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of such currency relative to the U.S. dollar because of economic, political and other factors. Appreciation of the Canadian dollar against the U.S. dollar could result in a loss to a holder of Notes on a Canadian dollar basis. Non-Canadian investors who are not U.S. persons or based in the United States could be subject to comparable exchange rate-related risks. In addition, for the purposes of the Act, all U.S. dollar amounts must generally be converted into and reported in Canadian dollars by a holder based on the rate of exchange prevailing at the relevant time. See “Certain Canadian Federal Income Tax Considerations” in Appendix B ;
the estimated initial value of the Notes indicated on the cover page of this pricing supplement was determined on the pricing date of the Notes, does not represent a minimum price at which the Bank, Scotia Capital Inc. or any of the Bank’s affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any time, and is not an indication of actual profit to the Bank or any of its affiliates. If a holder attempts to sell the Notes prior to the Maturity Date, the market value of the Notes may be lower than the price paid for them and the estimated value. This is due to, among other things, changes in the price of the Reference Unit, the inclusion in the Issue Price of the selling concession fee payable to the Investment Dealers and the estimated costs relating to any hedging activities the Bank may decide to undertake in respect of the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, an investor should be able and willing to hold the Notes to the Maturity Date; and
the estimated value of the financial instrument components (plus the costs incurred by the Bank in connection with the issuance of the Notes) that combined would replicate the return on the Notes is equal to the estimated value of the Notes indicated on the cover page of this pricing supplement. The Bank’s estimated value of the Notes is based on a variety of assumptions, including expectations as to dividends, distributions, interest rates and volatility, the Bank’s internal funding rates (which may differ from the market rates for the Bank’s conventional debt securities), and the expected term of the Notes. These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than the Bank. The value of the Notes at any time after the date of this pricing supplement will vary based on many factors, including changes in market conditions, and cannot be predicted by the Bank. As a result, the actual value an investor would receive if they sold the Notes in any secondary market should be expected to differ materially from the estimated value of the Notes determined on the pricing date of the Notes.

Investors should carefully consider with their advisors all of the information set out in the prospectus before making any potential investment in the Notes. In particular, investors should evaluate the key risks highlighted above as well as the risks described under “Risk Factors” in the base shelf prospectus and under “Risk Factors” in the

PS2422-18

product supplement.

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Appendix A

Sample Calculations of Maturity Redemption Amount

The following examples show how the Price Return and Maturity Redemption Amount would be calculated based on certain hypothetical values and assumptions set out below. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Reference Unit or the return that an investor might realize on the Notes. The Price Return will be calculated based on the price performance of the Reference Unit. Certain dollar amounts are rounded to the nearest whole cent and “$” refers to the relevant currency for the specific hypothetical dollar amounts and hypothetical prices that the context requires.

Hypothetical values for calculations: Initial Unit Price: US$100.00 Barrier Price: 65.00% of the Initial Unit Price = 65.00% x US$100.00 = US$65.00 Autocall Price: 105.00% of the Initial Unit Price = 105.00% x US$100.00 = US$105.00 _The Initial Unit Price of US$100.00 is a hypothetical Initial Unit Price that has been chosen for illustrative purposes only and does not represent either the actual Initial Unit Price or an estimate or forecast thereof. The actual Initial Unit Price will be equal to the Closing Unit Price on the Initial Valuation Date._

Example #1 – The Notes are not automatically called as the Closing Unit Price on each Autocall Valuation Date is less than the Autocall Price. The Final Unit Price on the Final Valuation Date is less than the Barrier Price.

56.00% of Initial Unit Price = Final Unit Price 105.00% Autocall Price 100.00% of Initial Unit Price Maturity Redemption Amount = US$56.00 Aggregate Semi-Annual Coupon Payments = US$0.00 per Note 65.00% Barrier Price	Semi-Annual Coupon Payment Valuation Date % of Initial Unit Price Semi-Annual Coupon Payment
	0.5y 55.00% US$0.00
	1y 46.00% US$0.00
	1.5y 46.00% US$0.00
	2y 45.00% US$0.00
	2.5y 56.00% US$0.00
	3y 49.00% US$0.00
	3.5y 52.00% US$0.00
	4y 52.00% US$0.00
	4.5y 54.00% US$0.00
	5y 56.00% US$0.00

==> picture [256 x 225] intentionally omitted <==

Since the Final Unit Price (US$56.00) on the Final Valuation Date is less than the Barrier Price (US$65.00), the Maturity Redemption Amount is calculated as follows:

Principal Amount + (Principal Amount x Price Return) US$100.00 + (US$100.00 x -44.00%) = US$56.00 per Note

In this example, since the Closing Unit Price is less than the Barrier Price on all Semi-Annual Coupon Payment Valuation Dates, an investor would not receive any Semi-Annual Coupon Payments.

An investor would receive a Maturity Redemption Amount of US$56.00 per Note on the Maturity Date, which is equivalent to an annual compound rate of return of approximately -10.95% per Note.

PS2422 A-1

Example #2 – The Notes are not automatically called as the Closing Unit Price on each Autocall Valuation Date is less than the Autocall Price. The Final Unit Price on the Final Valuation Date is less than the Autocall Price, but greater than or equal to the Barrier Price.

==> picture [253 x 230] intentionally omitted <==

==> picture [298 x 230] intentionally omitted <==

----- Start of picture text -----

Semi-Annual % of Initial Semi-Annual
81.00% of Initial Unit Price = Coupon Payment Unit Price Coupon
Final Unit Price Valuation Date Payment
0.5y 98.00% US$5.55
105.00% Autocall Price
1y 95.00% US$5.55
100.00% of Initial Unit Price 1.5y 94.00% US$5.55
2y 101.00% US$5.55
65.00% Barrier Price 2.5y 85.00% US$5.55
3y 49.00% US$0.00
3.5y 56.00% US$0.00
4y 46.00% US$0.00
4.5y 86.00% US$5.55
5y 81.00% US$5.55
Maturity Redemption
Amount = US$100.00
Aggregate Semi-Annual
Coupon Payments =
US$38.85 per Note
----- End of picture text -----

Since the Final Unit Price (US$81.00) on the Final Valuation Date is less than the Autocall Price (US$105.00), but greater than the Barrier Price (US$65.00), the Maturity Redemption Amount is calculated as follows:

Principal Amount US$100.00 per Note

In this example, since the Closing Unit Price is less than the Barrier Price on the sixth, seventh and eighth Semi-Annual Coupon Payment Valuation Dates, an investor would not receive Semi-Annual Coupon Payments for the related SemiAnnual Coupon Payment Dates.

An investor would receive aggregate Semi-Annual Coupon Payments of US$38.85 per Note, and a Maturity Redemption Amount of US$100.00 per Note, on the Maturity Date, which is equivalent to an annual compound rate of return of approximately 6.78% per Note.

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Example #3 – The Notes are automatically called on the first Autocall Valuation Date as the Closing Unit Price on the first Autocall Valuation Date is greater than or equal to the Autocall Price.

first Autocall Valuation Date is greater than or equal to the Autocall Price.
121.00% of Initial Unit Price = Closing Unit Price 105.00% Autocall Price 100.00% of Initial Unit Price The Notes are automatically called on the first Autocall Valuation Date for US$100.00 per Note. In this example an investor would have received one Semi- Annual Coupon Payment of US$5.55 per Note. Maturity Redemption Amount = US$100.00 Aggregate Semi-Annual Coupon Payments = US$5.55 per Note 65.00% Barrier Price	Semi-Annual Coupon Payment Valuation Date % of Initial Unit Price Semi- Annual Coupon Payment
	0.5y 121.00% US$5.55




	The Notes are automatically called - No future payments in respect of the Notes

Since the Closing Unit Price (US$121.00) on the first Autocall Valuation Date is greater than the Autocall Price (US$105.00), the Maturity Redemption Amount is calculated as follows:

Principal Amount

US$100.00 per Note

In this example, since the Closing Unit Price is greater than the Barrier Price on the first Semi-Annual Coupon Payment Valuation Date, an investor would receive one Semi-Annual Coupon Payment of US$5.55 per Note on the first SemiAnnual Coupon Payment Date, and a Maturity Redemption Amount of US$100.00 per Note, which is equivalent to an annual compound rate of return of approximately 11.41% per Note.

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Appendix B

Certain Canadian Federal Income Tax Considerations

In the opinion of Stikeman Elliott LLP, counsel to the Bank, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of the Notes by an investor who purchases the Notes at the time of their issuance. This summary is applicable only to an investor who, for the purposes of the Act and at all relevant times, is an individual (other than a trust), is or is deemed to be resident in Canada, deals at arm’s length with the Bank and the Investment Dealers, is not affiliated with the Bank and holds the Notes as capital property (a “Resident Initial Investor”). The Notes will generally be considered to be capital property to a Resident Initial Investor unless: (i) the Resident Initial Investor holds the Notes in the course of carrying on or otherwise as part of a business, or (ii) the Resident Initial Investor acquired the Notes as an adventure or concern in the nature of trade. Certain Resident Initial Investors whose Notes might not otherwise be considered to be capital property or who desire certainty with respect to the treatment of the Notes as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Act to deem the Notes and every other “Canadian security” (as defined in the Act) owned by the Resident Initial Investor in the taxation year of the election and all subsequent taxation years to be capital property. This summary does not apply to any Resident Initial Investor who has entered into, or will enter into, in respect of the Notes, a “derivative forward agreement”, as that term is defined in the Act. Prospective investors who are not Resident Initial Investors (including investors who are not resident in Canada) should consult their own tax advisors as to the income tax consequences to them of acquiring, holding and disposing of Notes.

This summary is based on the current provisions of the Act and the regulations thereunder as in force on the date hereof (the “Regulations”), counsel’s understanding of the current administrative and assessing practices of the Canada Revenue Agency (the “CRA”) and all specific proposals to amend the Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”). This summary assumes that all Tax Proposals will be enacted substantially as proposed; however, no assurance can be given that the Tax Proposals will be enacted as proposed or at all. This summary does not, except for the Tax Proposals, take into account or anticipate any changes in law or the CRA’s administrative or assessing practices, whether by legislative, governmental or judicial decision or action. This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the Notes and does not take into account provincial, territorial or foreign income tax legislation or considerations, which are not addressed in this summary.

This summary is of a general nature only and is not intended to be legal or tax advice to any investor. Investors should consult their own tax advisors for advice with respect to the income tax consequences of an investment in the Notes, based on their particular circumstances.

The Notes are denominated in U.S. dollars. For the purposes of the Act, all U.S. dollar amounts relating to the acquisition, holding or disposition of a Note must generally be converted into Canadian dollars using the Applicable Exchange Rate. As a result, a Resident Initial Investor may realize income, capital gains or capital losses by virtue of fluctuations in the value of the U.S. dollar relative to the Canadian dollar.

Payment of the Semi-Annual Coupon Payments, the Maturity Redemption Amount or Accelerated Payment

In certain circumstances provisions of the Act can deem interest to accrue on a “prescribed debt obligation” (as defined for the purposes of the Act), such as the Notes. Based in part on counsel’s understanding of the CRA’s administrative practice and subject to the comments below, there should be no deemed accrual of interest on the Notes under these provisions prior to the taxation year of the Resident Initial Investor that includes: (i) in respect of each Semi-Annual Coupon Payment, the related Semi-Annual Coupon Payment Valuation Date on which the amount of the applicable Semi-Annual Coupon Payment is determined, or (ii) in respect of an Accelerated Payment (if any), the date such amount is determined, as applicable.

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A Resident Initial Investor will be required to include in computing his or her income for a taxation year any Semi-Annual Coupon Payment that becomes determinable in the particular taxation year to the extent that such amount was not otherwise included in computing the Resident Initial Investor’s income for a preceding taxation year. If as the result of the occurrence of an Extraordinary Event, an Accelerated Payment is paid to a Resident Initial Investor in respect of a Note, the excess (if any) of such payment over the Principal Amount of the Note would be included in the Resident Initial Investor’s income for the taxation year in which the redemption related to such Accelerated Payment occurs (a “Special Redemption Date”) to the extent that such excess was not included in the Resident Initial Investor’s income for a preceding taxation year.

If the Maturity Redemption Amount or Accelerated Payment (as applicable) received by a Resident Initial Investor on a disposition of a Note at maturity or on a Special Redemption Date (as applicable) is less than the Principal Amount of the Note, the Resident Initial Investor will generally realize a capital loss to the extent that the amount so paid is less than the Resident Initial Investor’s adjusted cost base of the Note and any reasonable costs of disposition.

Disposition of Notes

In certain circumstances, where an investor assigns or otherwise transfers a debt obligation (other than as a consequence of a repayment of the debt obligation), the amount of interest accrued on the debt obligation to that time, but unpaid, will be excluded from the proceeds of disposition of the obligation and will be required to be included as interest in computing the investor’s income for the taxation year in which the transfer occurs, except to the extent that it has been otherwise included in the investor’s income for that taxation year or a preceding taxation year. With respect to an assignment or transfer of a Note by a Resident Initial Investor (other than as a consequence of a repayment or redemption of the Note), the Resident Initial Investor will be required to include in its income as accrued interest, an amount equal to the amount, if any, by which the price for which the Note was assigned or transferred (converted into Canadian dollars using the Applicable Exchange Rate on the date of assignment or transfer) exceeds the Principal Amount of the Note (converted into Canadian dollars using the Applicable Exchange Rate on the date of assignment or transfer).

In general, a disposition or deemed disposition of a Note by a Resident Initial Investor will give rise to a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any amount included in the Resident Initial Investor’s income as interest, exceed (or are less than) the aggregate of the Resident Initial Investor’s adjusted cost base of the Note and any reasonable costs of disposition.

One-half of a capital gain realized by a Resident Initial Investor must be included in the income of the Resident Initial Investor. One-half of a capital loss realized by a Resident Initial Investor must be deducted against the taxable portion of capital gains realized in the year and may be deducted against the taxable portion of capital gains realized in the three preceding years or in subsequent years, subject to and in accordance with the rules in the Act.

Resident Initial Investors who dispose of Notes other than as a consequence of the repayment or redemption of the Notes by the Bank should consult their tax advisors with respect to their particular circumstances.

Eligibility for Investment

The Notes, if issued on the date of this pricing supplement, would be “qualified investments” (for purposes of the Act) for trusts governed by registered retirement savings plans (“RRSPs”), registered retirement income funds (“RRIFs”), registered disability savings plans (“RDSPs”), registered education savings plans (“RESPs”), tax-free savings accounts (“TFSAs”) and deferred profit sharing plans (“DPSPs”), each within the meaning of the Act (other than a DPSP to which payments are made by the Bank or an employer with which the Bank does not deal at arm’s length within the meaning of the Act).

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Notwithstanding the foregoing, if the Notes are “prohibited investments” (as that term is defined in the Act) for a TFSA, RRSP, RRIF, RDSP or RESP, a holder of the TFSA or RDSP, an annuitant of the RRSP or the RRIF, or a subscriber of the RESP, as the case may be, (each a “Plan Holder”) will be subject to a penalty tax as set out in the Act. The Notes will not be a “prohibited investment” for trusts governed by a TFSA, RRSP, RRIF, RDSP or RESP provided that the Plan Holder of such TFSA, RRSP, RRIF, RDSP or RESP, as applicable: (i) deals at arm’s length with the Bank for purposes of the Act, and (ii) does not have a “significant interest”, as defined in the Act, in the Bank. Plan Holders should consult their own tax advisors with respect to whether the Notes would be “prohibited investments” in their particular circumstances.

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Appendix C

Summary Information Regarding the Reference Unit and the Reference ETF

The following is a summary description of the SPDR® S&P® Oil & Gas Exploration & Production ETF (the “Reference ETF”) based on information obtained from the website of SSGA Funds Management, Inc. (the “ETF Advisor”), at https://us.spdrs.com/en and documents made publicly available about the Reference ETF on its profile at www.sec.gov/edgar.shtml. These websites are not incorporated by reference in, and do not form part of, this pricing supplement and may change. All information regarding the Reference ETF contained herein, including its holdings, investment objectives, investment strategies and distribution policy, has been derived from publicly available sources and its accuracy or completeness cannot be guaranteed. The information contained on the website of the ETF Advisor related to the Reference ETF reflects the policies of, and is subject to change by, the ETF Advisor. Accordingly, all information regarding the Reference ETF contained in this pricing supplement is subject to change, including any such information reported herein as of a certain date. This pricing supplement relates only to the Notes and does not relate to the Reference ETF or its constituent securities.

Exchange Traded Funds

An exchange traded fund (an “ETF”) is an investment vehicle that offers public investors an undivided interest in a pool of securities and other assets and thus is similar in many ways to traditional mutual funds, except that units or shares of an ETF can be bought and sold throughout the day like stocks on an exchange through approved market makers or designated stock brokers. Most ETFs seek to achieve the same return as a particular benchmark index, less fees and expenses. An ETF will invest in either all of the securities or a representative sample of the securities included in the benchmark index; deviation from the benchmark return, known as a tracking error, can occur.

The Notes do not represent a direct or indirect investment in the Reference Unit, the Reference ETF or its constituent securities, and holders will have no right or entitlement to the Reference Unit, the Reference ETF or its constituent securities including voting rights or the right to receive any dividends, distributions or other income or amounts accruing or paid thereon. The price performance of the Reference Unit reflects only the price appreciation or depreciation of the Reference Unit. The Notes are not sponsored, endorsed, sold or promoted by the ETF Advisor or the Reference ETF, and neither of the ETF Advisor nor the Reference ETF makes any representation regarding the advisability of investing in the Notes.

General Description

The Notes are designed for investors who are seeking an investment product with exposure to the Reference Units of the Reference ETF. The Reference ETF seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the S&P® Oil & Gas Exploration & Production Select Industry® Index (the “Index”).

The Index is a modified equal weighted index which represents the oil and gas exploration and production segment of the S&P Total Market Index (“S&P TMI”). The segment is comprised of the following sub-industries: Integrated Oil & Gas, Oil & Gas Exploration & Production, and Oil & Gas Refining & Marketing. The S&P TMI is designed to track the broad U.S. equity market.

In seeking to track the performance of the Index, the Reference ETF employs a sampling strategy, which means that the Reference ETF is not required to purchase all of the securities represented in the Index. Instead, the Reference ETF may purchase a subset of the securities in the Index in an effort to hold a portfolio of securities with generally the same risk and return characteristics of the Index. The quantity of holdings in the Reference ETF will be based on a number of factors, including asset size of the Reference

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ETF. Based on its analysis of these factors, the ETF Advisor may invest the Reference ETF's assets in a subset of securities in the Index or may invest the Reference ETF's assets in substantially all of the securities represented in the Index in approximately the same proportions as the Index. Under normal market conditions, the Reference ETF generally invests substantially all, but at least 80%, of its total assets in the securities comprising the Index. In addition, the Reference ETF may invest in equity securities that are not included in the Index, cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds advised by the ETF Advisor).

The ETF Advisor uses a “passive” or indexing approach to try to achieve the Reference ETF’s investment objective. The Reference Unit is listed on the New York Stock Exchange Arca (NYSE Arca) (the “Exchange”) under the symbol XOP.

Reference ETF Holdings

The following table sets forth the Reference ETF’s top ten holdings and weightings as of September 30, 2021. The historical top ten holdings and weightings of the Reference ETF do not necessarily reflect the top ten holdings and weightings of the Reference ETF in the future.

Constituent of the Reference ETF Callon Petroleum Company SM Energy Company Range Resources Corporation Devon Energy Corporation Diamondback Energy, Inc. ConocoPhillips Marathon Oil Corporation Continental Resources, Inc. EOG Resources, Inc. Cimarex Energy Co.	% of Reference ETF
	3.10% 2.78% 2.73% 2.64% 2.64% 2.54% 2.53% 2.50% 2.50% 2.49%

Historical Performance

The following graph illustrates the price performance of the Reference Unit during the period beginning on January 4, 2011 and ending on December 29, 2021. The price of the Reference Unit may be affected by the volatility of the prices of the equity securities of the issuers comprising the Reference ETF, which prices may be more volatile than the equity market generally, meaning that such prices can fluctuate and change considerably in relatively short periods and the performance of such prices cannot be predicted for any future period and as a result an investment linked to the price of the Reference Unit may also be volatile. Prospective investors are urged to consult publicly available sources for the prices and trading patterns of the Reference Unit before investing in the Notes.

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The graph shown above reflects the appreciation or depreciation of the price of the Reference Unit. The annual distribution yield on the Reference Unit as of December 29, 2021 was 1.57%, representing an aggregate distribution yield of approximately 8.10% annually compounded over the approximately 5 year term of the Notes on the assumption that the distributions paid on the Reference Unit remain constant. Historical performance of the Reference Unit will not necessarily predict future performance of the Reference Unit or the Notes.

Disclaimer

The Notes are not in any way sponsored, endorsed, sold or promoted by the Reference ETF or the ETF Advisor. The ETF Advisor is not responsible for, nor has it participated in the determination of, the structuring, timing, pricing or number of Notes to be issued. Neither the Reference ETF nor the ETF Advisor has any statutory liability with respect to the accuracy or completeness of any of the information contained in this pricing supplement nor does the Reference ETF or the ETF Advisor have any obligation or liability in connection with the administration, marketing or trading of the Notes.

Investing in the Notes is not equivalent to investing in the Reference Unit, the Reference ETF or its constituent securities. The issuance of the Notes is not a financing for the benefit of the Reference ETF, the ETF Advisor or any of their respective insiders. Neither the Reference ETF nor the ETF Advisor will receive any proceeds from the offering and sale of the Notes. Neither the Reference ETF nor the ETF Advisor participated in the preparation of this pricing supplement, takes any responsibility or assumes any liability with respect to the accuracy or completeness of any information contained herein nor makes any representation regarding the advisability of purchasing the Notes.

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AI assistant

Rock Tech Lithium Inc. Capital/Financing Update 2022

43849_rns_2022-01-07_3a2021b7-0303-4bbc-88e2-017642daf42c.pdf

BNS U.S. Energy Callable Contingent US$11.10 Coupon Notes, Series 9 (USD) Maximum US$30,000,000 (300,000 Notes) Due February 1, 2027 Principal at Risk Notes

Prospectus for Notes and Capitalized Terms

Documents Incorporated by Reference

Marketing Materials

Forward-looking Statements

Trademark Notice

The Bank of Nova Scotia

Semi-Annual Coupon Payments:

Final Unit Price – Initial Unit Price

Early Trading Charge:

Listing and Secondary Market:

Scotia Capital Inc.

Risk Factors:

product supplement.

Appendix A

Sample Calculations of Maturity Redemption Amount

Appendix B

Certain Canadian Federal Income Tax Considerations

Payment of the Semi-Annual Coupon Payments, the Maturity Redemption Amount or Accelerated Payment

Disposition of Notes

Eligibility for Investment

Appendix C

Summary Information Regarding the Reference Unit and the Reference ETF

Exchange Traded Funds

General Description

Reference ETF Holdings

Historical Performance

Disclaimer

AI assistant

Rock Tech Lithium Inc. — Capital/Financing Update 2022

43849_rns_2022-01-07_3a2021b7-0303-4bbc-88e2-017642daf42c.pdf

BNS U.S. Energy Callable Contingent US$11.10 Coupon Notes, Series 9 (USD) Maximum US$30,000,000 (300,000 Notes) Due February 1, 2027 Principal at Risk Notes

Prospectus for Notes and Capitalized Terms

Documents Incorporated by Reference

Marketing Materials

Forward-looking Statements

Trademark Notice

The Bank of Nova Scotia

Semi-Annual Coupon Payments:

Final Unit Price – Initial Unit Price

Early Trading Charge:

Listing and Secondary Market:

Scotia Capital Inc.

Risk Factors:

product supplement.

Appendix A

Sample Calculations of Maturity Redemption Amount

Appendix B

Certain Canadian Federal Income Tax Considerations

Payment of the Semi-Annual Coupon Payments, the Maturity Redemption Amount or Accelerated Payment

Disposition of Notes

Eligibility for Investment

Appendix C

Summary Information Regarding the Reference Unit and the Reference ETF

Exchange Traded Funds

General Description

Reference ETF Holdings

Historical Performance

Disclaimer

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Rock Tech Lithium Inc. Capital/Financing Update 2022