FWP 1 brhc20055312_fwp.htm TERM SHEET
Filed Pursuant to Rule 433
Registration Statement No. 333-262557
Dated July 3, 2023
Market Linked Securities – Upside Participation to a Cap with Contingent Absolute Return
and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the VanEck® Gold Miners ETF due August 4, 2025
Term Sheet to the Preliminary Pricing Supplement dated July 3, 2023
Summary of Terms
Issuer:
The Toronto-Dominion Bank (the “Bank”)

Underwriters:
TD Securities (USA) LLC. and Wells Fargo Securities, LLC

Market Measure:
VanEck® Gold Miners ETF (the “Fund”) (Bloomberg Ticker: GDX)

Pricing Date:*
July 31, 2023

Issue Date:*
August 3, 2023.

Face Amount and
Original Offering Price:
$1,000 per security

Maturity Payment
Amount (per Security):
•   If the ending price is greater than the starting price:
$1,000 + the lesser of (i) $1,000 × fund return × upside participation rate; and
(ii) the maximum return;
•  If the ending price is less than or equal to the starting price, but greater than or equal to the threshold price:
$1,000 + ($1,000 × absolute value of fund return); or
•   If the ending price is less than the threshold price:
$1,000 + [$1,000 × (fund return + buffer amount)]

Fund Return:
The ending price minus the starting price divided by the starting price (expressed as a percentage)
If the fund return is equal to -5%, the absolute value of the fund return would be +5%.

Calculation Day:*
July 28, 2025, subject to postponement

Stated Maturity Date:*
August 4, 2025, subject to postponement

Starting Price:
The fund closing price of the Fund on the pricing date

Ending Price:
The fund closing price of the Fund on the calculation day

Maximum Return:
At least 36.00% of the face amount per security, to be determined on the pricing date

Threshold Price:
80% of the starting price

Buffer Amount:
20%

Upside Participation
Rate:
100%

Calculation Agent:
The Bank

Denominations:
$1,000 and any integral multiple of $1,000

Agent Discount:**
Up to 2.825%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 2.00%, and WFA may receive a distribution expense fee of 0.075%.

CUSIP / ISIN:
89115F2X8 / US89115F2X82

Material Canadian and
U.S. Tax Consequences:
See the preliminary pricing supplement.
*
Subject to change.
**
In respect of certain securities, we may pay a fee of up to $1.00 per security to selected securities dealers for marketing and other services in connection with the distribution of the securities to other securities dealers.
Hypothetical Payout Profile***
***assumes a maximum return equal to the lowest possible maximum return that may be determined on the pricing date.
If the ending price is less than the threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the Fund in excess of the buffer amount and will lose some, and possibly up to 80%, of the face amount of your securities at maturity.
The securities do not pay interest and the potential return on the securities is limited to the maximum return. You will participate in a limited range of appreciation of the Fund, but you will have 1-to-1 downside exposure to the decrease in the price of the Fund in excess of the buffer amount on the calculation day if the ending price is less than the threshold price.
Our estimated value of the securities at the time the terms of your securities are set on the pricing date is expected to be between $915.00 and $955.00 per security. The estimated value is expected to be less than the public offering price of the securities. See “Estimated Value of the Securities” in the preliminary pricing supplement.
Preliminary pricing supplement:
This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision. The securities have complex features and investing in the securities involves a number of risks. See “Selected Risk Considerations” beginning on page P-8 of the preliminary pricing supplement, “Risk Factors” beginning on page PS-5 of the product supplement MLN-WF-1 dated August 31, 2022 (the “product supplement”) and “Risk Factors” on page 1 of the prospectus dated March 4, 2022 (the “prospectus”). The securities are not a bank deposit and not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States.

Selected Risk Considerations
The risks set forth below are discussed in detail in “Selected Risk Considerations” in the preliminary pricing supplement and “Risk Factors” in the product supplement and the prospectus. Please review those risk disclosures carefully.
•
If The Ending Price Is Less Than The Threshold Price, You Will Lose Some, And Possibly Up To 80%, Of The Face Amount Of Your Securities At Maturity.
•
No Periodic Interest Will Be Paid On The Securities.
•
Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Fund.
•
Any Positive Return Based On The Depreciation of The Fund Is Effectively Capped.
•
The Return On Your Securities May Change Significantly Despite Only A Small Change In The Price Of The Fund.
•
Investors Are Subject To The Bank’s Credit Risk, And The Bank’s Credit Ratings And Credit Spreads May Adversely Affect The Market Value Of The Securities.
•
The Estimated Value Of Your Securities Is Expected To Be Less Than The Original Offering Price Of Your Securities.
•
The Estimated Value Of Your Securities Is Based On Our Internal Funding Rate.
•
The Estimated Value Of The Securities Is Based On Our Internal Pricing Models, Which May Prove To Be Inaccurate And May Be Different From The Pricing Models Of Other Financial Institutions.
•
The Estimated Value Of Your Securities Is Not A Prediction Of The Prices At Which You May Sell Your Securities In The Secondary Market, If Any, And Such Secondary Market Prices, If Any, Will Likely Be Less Than The Original Offering Price Of Your Securities And May Be Less Than The Estimated Value Of Your Securities.
•
The Temporary Price At Which We May Initially Buy The Securities In The Secondary Market May Not Be Indicative Of Future Prices Of Your Securities.
•
The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect Secondary Market Prices.
•
There May Not Be An Active Trading Market For The Securities — Sales In The Secondary Market May Result In Significant Losses.
•
If The Price Of The Fund Changes, The Market Value Of Your Securities May Not Change In The Same Manner.
•
Investing In The Securities Is Not The Same As Investing In The Fund.
•
Historical Prices Of The Fund Should Not Be Taken As An Indication Of The Future Performance Of The Fund During The Term Of The Securities.
•
Changes That Affect A Fund Or Its Fund Underlying Index May Adversely Affect The Value Of The Securities And Any Payments On The Securities.
•
We, The Agents And Our Respective Affiliates Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Fund Or Its Fund Underlying Index
•
We And Our Affiliates And the Agents And Their Affiliates Have No Affiliation With Any Fund Sponsor Or Fund Underlying Index Sponsor And Have Not Independently Verified Their Public Disclosure Of Information.
•
An Investment Linked To The Shares Of A Fund Is Different From An Investment Linked To Its Fund Underlying Index.
•
There Are Management and Liquidity Risks Associated With A Fund.
•
Anti-dilution Adjustments Relating To The Shares Of A Fund Do Not Address Every Event That Could Affect Such Shares.
•
The Holdings Of The Fund Are Concentrated In The Gold And Silver Mining Industries.
•
The Securities Are Subject To Exchange Rate Risk
•
The Price Of The Fund May Be Disproportionately Affected By The Performance Of A Small Number Of Stocks.
•
Trading And Business Activities By The Bank Or Its Affiliates May Adversely Affect The Market Value Of, And Any Amount Payable On, The Securities.
•
There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
•
The Tax Consequences Of An Investment In The Securities Are Unclear.

The Bank has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Bank has filed with the SEC for more complete information about the Bank and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Bank, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Wells Fargo Securities, LLC at 866-346-7732.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.


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