Yooma Wellness Inc. — Capital/Financing Update 2021

Jan 26, 2021

TD Canadian Equity Index-Linked Autocallable Fixed Coupon Notes Series 7 due February 12, 2024 (non-principal protected)

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Canadian Equity Index Exposure		3.12% Coupon p.a. (paid monthly)		Semi-Annual Auto-Call Feature at 105% of the Opening Level		Barrier Level: 65% of the Opening Level

Investment Highlights

The TD Canadian Equity Index-Linked Autocallable Fixed Coupon Notes, Series 7 (the “Notes”) provide investors with the opportunity to receive coupons and a payment at maturity linked to the price performance of an Underlying Interest described below.

Issuer:	The Toronto-Dominion Bank
Issue Date:	February 10, 2021
Maturity Date:	February 12, 2024
Underlying Interest:	The Underlying Interest is comprised of the following component(s):
	S&P/TSX 60™ Index
	The Closing Levels reflect only the applicable price appreciation or depreciation of the Underlying Interest
	and do not reflect payment of dividends or distributions thereon. The yield of the Underlying Interest at
	December 31, 2020 was 3.19%, which would represent an aggregate yield of 9.57% over the maximum
	term of the Notes, assuming the dividends or distributions paid on the Underlying Interest remain constant
	and the dividends or distributions are not reinvested.
Currency:	Canadian Dollars
Auto-Call Feature:	The Notes will be automatically called by the Bank if the Closing Level on a Valuation Date is greater than
	or equal to the Auto-Call Level. If the Notes are automatically called by the Bank, the Maturity Redemption
	Payment will be paid on the applicable Auto-Call Date, the Notes will be redeemed and Noteholders will not
	be entitled to receive any subsequent payments in respect of the Notes.
	The first Auto-Call Date is August 10, 2021.
Auto-Call Dates:	August 10, 2021, February 10, 2022, August 10, 2022, February 10, 2023, August 11, 2023, and February
	12, 2024 (which is also the Maturity Date)
Coupon Dates:	March 10, 2021, April 12, 2021, May 10, 2021, June 10, 2021, July 12, 2021, August 10, 2021, September
	13, 2021, October 12, 2021, November 10, 2021, December 10, 2021, January 10, 2022, February 10,
	2022, March 10, 2022, April 11, 2022, May 10, 2022, June 10, 2022, July 11, 2022, August 10, 2022,
	September 12, 2022, October 11, 2022, November 10, 2022, December 12, 2022, January 10, 2023,
	February 10, 2023, March 10, 2023, April 11, 2023, May 10, 2023, June 12, 2023, July 10, 2023, August
	11, 2023, September 11, 2023, October 11, 2023, November 10, 2023, December 11, 2023, January 10,
	2024, and February 12, 2024 (which is also the Maturity Date)
Valuation Dates:	August 4, 2021, February 4, 2022, August 4, 2022, February 6, 2023, August 4, 2023, and February 6,
	2024

	Fundserv Code	Selling Period	Investor Summary Date
	TDN4197	January 25 – February 5, 2021	January 25, 2021

If the Final Level is less than the Barrier Level and the Notes have not been automatically called by the Bank, an investor will receive less than the Principal Amount at maturity. The Notes are not principal protected and investors may lose substantially all of their investment in the Notes. The Notes are not designed to be alternatives to fixed income or money market instruments.

This document should be read in conjunction with the short form base shelf prospectus of The Toronto-Dominion Bank (the “Bank”) dated July 15, 2020 (the “Prospectus”) and the pricing supplement for the Notes dated January 25, 2021 (the “Pricing Supplement”), which contain important information regarding the Notes. The Prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the Prospectus, any amendment to the Prospectus and any Pricing Supplement that has been filed is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, any amendment and the Pricing Supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act.

Please contact your investment professional for more information

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Coupon:

Payment Rate:

Noteholders will receive a Coupon equal to the product of the Principal Amount and the Payment Rate on each Coupon Date unless the Notes have been automatically called by the Bank prior to the applicable Valuation Date. If the Coupon Date is not a Business Day, then the Coupon will be paid on the first succeeding day that is a Business Day and no interest shall be paid in respect of such delay. A Noteholder may not elect to receive a Coupon prior to the applicable Coupon Date.

0.26%

Assuming the Notes are not automatically called by the Bank in a given year, the effective annual Payment Rate is 3.12%.

Maturity Redemption Payment:

If the Notes are automatically called by the Bank, Noteholders will be paid the Maturity Redemption Payment on the applicable Auto-Call Date, in addition to the Coupon payable on that date. If the Notes are not automatically called by the Bank, Noteholders will be paid the Maturity Redemption Payment on the Maturity Date, in addition to the Coupon payable on that date. A Noteholder may not elect to receive the Maturity Redemption Payment prior to the Maturity Date. The Maturity Redemption Payment will be calculated by the Calculation Agent in accordance with the applicable formula below:

• (i) if the Closing Level on a Valuation Date is greater than or equal to the Auto-Call Level, the Notes will be automatically called by the Bank and the Maturity Redemption Payment will equal:

• 𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴;

• (ii) if the Notes have not been automatically called by the Bank and the Final Level is greater than or equal to the Barrier Level, the Maturity Redemption Payment will equal:

• 𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴; or

• (iii) if the Notes have not been automatically called by the Bank and the Final Level is less than the Barrier Level, the Maturity Redemption Payment will equal the greater of:

• (𝑃𝑃) 𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴 × (1 + 𝑈𝑈𝑃𝑃𝑑𝑑𝑒𝑒𝑃 𝑒𝑒𝑃 𝑒𝑒 𝐼𝐼𝑃𝑃𝐴𝐴𝑒𝑒𝑃𝑃𝑒𝑒𝐼𝐼𝐴𝐴 𝑅𝑅𝑒𝑒𝐴 𝑃 ); 𝑃 𝑑𝑑

• (𝑏𝑏) $1 𝑃𝑃𝑒𝑒𝑃𝑃 𝑁𝑁𝐴 𝑒𝑒.

The Maturity Redemption Payment will be less than the Principal Amount if the Notes are not automatically called by the Bank and the Final Level is less than the Barrier Level.

Auto-Call Level: Barrier Level:

105% of the Opening Level

65% of the Opening Level

An investor's principal is protected at maturity unless the Final Level is less than 65% of the Opening Level.

Fees and Expenses:

Eligibility: Secondary Market:

A selling commission equal to 1.50% of the Principal Amount of each Note sold will be paid to representatives, including representatives employed by the Agents, whose clients purchase Notes. The selling commission is included in the issue price of the Notes.

RRSPs, RRIFs, RESPs, RDSPs, TFSAs, and DPSPs

The Notes will not be listed on any stock exchange. TDSI intends, in normal market conditions, to maintain a secondary market for the Notes, but is under no obligation to do so and if it does do so, reserves the right not to do so in the future in its sole discretion, without providing notice to Noteholders. Noteholders choosing to sell their Notes to TDSI prior to maturity may be subject to an Early Trading Fee of up to $2.00 per Note initially, reducing to zero after 180 days (see table below).

Please contact your investment professional for more information

Sample Calculations

The examples set out below are included for illustrative purposes only. The levels used in the examples are not estimates or forecasts of the Closing Level on the relevant dates. Neither the Bank nor either of the Agents predicts or guarantees any gain or particular return on the Notes. The following examples assume an initial investment of $100,000.00 (1,000 Notes), that the Notes are held until maturity or redemption and that the Closing Levels follow the paths shown in the charts below:

Example #1: Closing Level on every Valuation Date is less than the Auto-Call Level, and the Final Level is less than the Barrier Level.

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The Notes are not automatically called by the Bank because the Closing Level on every Valuation Date is less than the Auto-Call Level. The Noteholder receives a Coupon on each Coupon Date.

Coupons (all Coupon Dates):

𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴× 𝑃 𝑒𝑒𝐴𝐴𝑒𝑒𝑃𝑃𝐴𝐴 𝑅𝑅𝑃𝑃𝐴𝐴𝑒𝑒= $100,000.00 × 0.26% = $260.00

Since the Final Level is less than the Barrier Level, the Maturity Redemption Payment would equal:

𝑀𝑀𝑃𝑃𝐴 𝑃 𝐴𝐴𝑒𝑒 𝑅𝑅𝑒𝑒𝑑𝑑𝑒𝑒𝐴𝐴𝑃𝑃𝐴𝐴𝑃𝑃𝐴𝐴𝑃𝑃 𝑃 𝑒𝑒𝐴𝐴𝑒𝑒𝑃𝑃𝐴𝐴= 𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴× (1 + 𝑈𝑈𝑃𝑃𝑑𝑑𝑒𝑒𝑃 𝑒𝑒𝑃 𝑒𝑒 𝐼𝐼𝑃𝑃𝐴𝐴𝑒𝑒𝑃𝑃𝑒𝑒𝐼𝐼𝐴𝐴 𝑅𝑅𝑒𝑒𝐴 𝑃 ) = $100,000.00 × (1 −38.50470%) = $61,495.30

In this example, the Noteholder would receive Coupons totaling $9,360.00 and the Maturity Redemption Payment of $61,495.30 on the Maturity Date. The Notes in this example yield an annualized compound rate of return of approximately -11.46%, assuming that the Coupons paid are reinvested at such rate. In this example, the Maturity Redemption Payment would be less than the amount originally invested in the Notes.

Please contact your investment professional for more information

Example #2: Closing Level on every Valuation Date is less than the Auto-Call Level, and the Final Level is greater than the Barrier Level.

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The Notes are not automatically called by the Bank because the Closing Level on every Valuation Date is less than the Auto-Call Level. The Noteholder receives a Coupon on each Coupon Date.

Coupons (all Coupon Dates):

𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴× 𝑃 𝑒𝑒𝐴𝐴𝑒𝑒𝑃𝑃𝐴𝐴 𝑅𝑅𝑃𝑃𝐴𝐴𝑒𝑒= $100,000.00 × 0.26% = $260.00

Since the Notes are not automatically called by the Bank and the Final Level is greater than the Barrier Level, the Maturity Redemption Payment would equal the Principal Amount.

𝑀𝑀𝑃𝑃𝐴 𝑃 𝐴𝐴𝑒𝑒 𝑅𝑅𝑒𝑒𝑑𝑑𝑒𝑒𝐴𝐴𝑃𝑃𝐴𝐴𝑃𝑃𝐴𝐴𝑃𝑃 𝑃 𝑒𝑒𝐴𝐴𝑒𝑒𝑃𝑃𝐴𝐴= 𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴= $100,000.00

In this example, the Noteholder would receive Coupons totaling $9,360.00 and the Maturity Redemption Payment of $100,000.00 on the Maturity Date. The Notes in this example yield an annualized compound rate of return of approximately 3.16%, assuming that the Coupons paid are reinvested at such rate.

Please contact your investment professional for more information

Example #3: Closing Level on the Valuation Date immediately preceding the first Auto-Call Date is greater than the Auto-Call Level.

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The Notes are automatically called by the Bank on the first Auto-Call Date, because the Closing Level on the Valuation Date immediately preceding the first Auto-Call Date is greater than the Auto-Call Level. The Noteholder receives a Coupon on the first six Coupon Dates

Coupons (Coupon Dates: as per table above):

𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴× 𝑃 𝑒𝑒𝐴𝐴𝑒𝑒𝑃𝑃𝐴𝐴 𝑅𝑅𝑃𝑃𝐴𝐴𝑒𝑒= $100,000.00 × 0.26% = $260.00

Since the Closing Level on the Valuation Date immediately preceding the first Auto-Call Date is greater than the Auto-Call Level, the Maturity Redemption Payment would be calculated as follows:

𝑀𝑀𝑃𝑃𝐴 𝑃 𝐴𝐴𝑒𝑒 𝑅𝑅𝑒𝑒𝑑𝑑𝑒𝑒𝐴𝐴𝑃𝑃𝐴𝐴𝑃𝑃𝐴𝐴𝑃𝑃 𝑃 𝑒𝑒𝐴𝐴𝑒𝑒𝑃𝑃𝐴𝐴= 𝑃 𝑃 𝑃 𝑃 𝑃𝑃 𝐴 𝐴 𝑃𝑃𝐴𝐴= $100,000.00

In this example, the Noteholder would receive Coupons totaling $1,560.00 and the Maturity Redemption Payment of $100,000.00 on the first Auto-Call Date. The Notes in this example yield an annualized compound rate of return of approximately 3.19%, assuming that the Coupons paid are reinvested at such rate.

Risk Factors

A person should consider carefully all information set forth in the Pricing Supplement and the Prospectus and, in particular, the following risk factors set out below and in “RISK FACTORS” in the Pricing Supplement and the Prospectus before reaching a decision to buy the Notes.

• Notes are Not Principal Protected

• The Notes May Be Automatically Called by The Bank

• Notes May Not Yield a Return

• Return on the Notes May Be Materially Different Than Return on the Underlying Interest

• Return on the Notes is Limited

• Suitability of the Notes for Investment

• Notes Differ from Conventional Investments

• An Investment in the Notes is Not an Investment in the Underlying Interest or Any Component Thereof

• Performance of the Underlying Interest is Subject to Risk Factors Relating to Certain Equity Securities

• There is No Assurance of a Secondary Market

• Potential Conflicts of Interest May Exist in Connection With the Notes

• Hedging Transactions May Affect the Underlying Interest

Please contact your investment professional for more information

• There Are Tax Consequences Associated with an Investment in the Notes

• There May be Changes in Legislation or Administrative Practices that Adversely Affect the Noteholders

• • Independent Investigation Required

Suitability for Investment

The Notes differ from conventional debt and fixed income investments because they may not provide Noteholders with a return. The Notes may be automatically called by the Bank (i.e., redeemed) prior to the Maturity Date as a result of the Auto-Call Feature, and the return, if any, is not determined prior to maturity or redemption. The Notes are not principal protected. If the Notes are not automatically called by the Bank, the Maturity Redemption Payment on the Notes depends on whether the Final Level is less than the Barrier Level. The Notes may return substantially less than the amount originally invested by the Noteholder. Consequently, investors could lose substantially all of their investment in the Notes. There can be no assurance that the Notes will generate a return (except for the Coupons and the minimum $1 repayment per Note). Accordingly, the Notes are only suitable for investors who can withstand a total loss of their investment (except for the Coupons and the minimum $1 repayment per Note). The Notes are designed for investors with an investment horizon that extends to the Maturity Date, who are prepared to hold the Notes to maturity, who are prepared to assume the risk that the Notes will be automatically called by the Bank prior to the Maturity Date, and who are prepared to assume risks with respect to a return linked to the price performance of the Underlying Interest. An investment in the Notes is not suitable for an investor who may require liquidity prior to the Maturity Date. See “RISK FACTORS – Suitability of the Notes for Investment”. Prospective purchasers should take into account additional risk factors associated with this offering of Notes. See “RISK FACTORS” in the Pricing Supplement and the Prospectus.

Tax Considerations

This summary is of a general nature only and is not intended to be, nor should it be relied upon as, legal or tax advice to any Noteholder, and it must be read in conjunction with, and is subject to the limitations and qualifications set out in, the Prospectus and the Pricing Supplement. Noteholders should consult their own tax advisors for advice with respect to the income tax consequences of an investment in Notes, based on their particular circumstances. The full amount of each Coupon generally will be required to be included in the Noteholder’s income as interest in the taxation year of the Noteholder that includes the applicable Coupon Date, except to the extent that such amount was otherwise included in computing the Noteholder's income in the taxation year or a preceding taxation year. See "CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" in the Pricing Supplement for further details.

The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act .

Market Disruption Events and Special Circumstances can affect the payment of Coupons and / or the Maturity Redemption Payment. Prospective purchasers should carefully consider all of the information set forth in the Prospectus and the Pricing Supplement and, in particular, should take into account the specific risk factors associated with the Notes set forth under “RISK FACTORS” in the Pricing Supplement and the Prospectus.

TDSI is a wholly-owned subsidiary of the Bank. Consequently, the Bank is a related and connected issuer of TDSI within the meaning of applicable securities legislation in connection with the offering of Notes.

There is no market through which the Notes may be sold and purchasers may not be able to resell the Notes. This may affect the pricing of the Notes in any secondary market that may develop, the transparency and availability of their trading prices and liquidity. A Noteholder who sells a Note to TDSI prior to the Maturity Date will receive sale proceeds (which may be less than the Principal Amount of the Note and less than the Maturity Redemption Payment that would otherwise be payable if the Note were maturing at such time) equal to the bid price for the Note, provided by TDSI, if available, determined at the time of sale, minus any applicable Early Trading Fee. Any sale of Notes to TDSI in the secondary market within the first 180 days after the Issue Date will be subject to an Early Trading Fee, deductible from the sale proceeds of the Notes and determined as follows:

	Early Trading Fee	Early Trading Fee
If Sold Within	Per Note	% of Principal Amount
0-60 days of Issue Date	$2.00	2.00%
61-120 days of Issue Date	$1.00	1.00%
121-180 days of Issue Date	$0.50	0.50%
Thereafter	Nil	Nil

This document, the Prospectus and the Pricing Supplement have been filed with the securities regulatory authorities in each of the provinces and territories of Canada. Copies of the Prospectus and the Pricing Supplement may be obtained at www.sedar.com or by contacting your investment professional, and are available on TDSI’s structured notes website (www.tdstructurednotes.com).

The information contained herein, while obtained from sources that we believe to be reliable, is not guaranteed as to its accuracy or completeness. This document is for information purposes only and does not constitute an offer to sell or a solicitation to buy the Notes referred to herein. No securities regulatory authority has in any way passed upon the merits of securities offered hereunder and any representation to the contrary is an offence. The Notes 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 to or for the account or benefit of U.S. persons. Changes to assumptions may have a material impact on any returns detailed. Historic information on performance is not indicative of future returns. The value of the Notes may fluctuate and/or be adversely affected by a number of factors, including the performance of the Underlying Interest. The information in this document is subject to change without notice. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Pricing Supplement. References to “$” are to Canadian dollars.

Please contact your investment professional for more information

The TD logo and other trade-marks are the property of The Toronto-Dominion Bank or a wholly-owned subsidiary, in Canada and/or other countries. “Standard & Poor’s®”, “S&P®” and “S&P/TSX 60™” are trademarks of S&P and have been licensed for use by the Bank. “TSX” is a trademark of the Toronto Stock Exchange and has been licensed for use by S&P. The Notes are not sponsored, endorsed, sold or promoted by S&P or the Toronto Stock Exchange and neither S&P nor the Toronto Stock Exchange makes any representation regarding the advisability of investing in the Notes.

Please contact your investment professional for more information