Filed Pursuant to Rule 433
Registration Statement No. 333-262557
Registration Statement No. 333-262557
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Market-Linked One Look Notes
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Market-Linked One Look Notes Linked to the VanEck® Gold Miners ETF
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Issuer
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The Toronto-Dominion Bank (“TD”)
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Principal Amount
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$10.00 per unit
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Term
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Approximately 12 months
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Market Measure
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The VanEck® Gold Miners ETF (Bloomberg symbol: "GDX")
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Payout Profile at
Maturity
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• If the Market Measure is flat
or increases, a return equal to the Step Up Payment
• 1-to-1 downside exposure to decreases in the Market Measure, with up to 100.00% of your principal at risk
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Step Up Payment
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[$2.40 to $3.00] per unit, a [24.00% to 30.00%] return over the principal amount, to be determined on the pricing date
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Threshold Value
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100.00% of the Starting Value
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Investment
Considerations
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This investment is designed for investors who anticipate that the Market Measure will increase over the term of the notes, are willing to take full downside risk and forgo interim interest
payments.
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Preliminary Offering
Documents
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Exchange Listing
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No
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You should read the relevant Preliminary Offering Documents before you invest. Click on the Preliminary Offering Documents hyperlink above
or call your Financial Advisor for a hard copy.
Risk Factors
Please see the Preliminary Offering Documents for a description of certain risks related to this investment, including, but not limited to, the following:
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Depending on the performance of the Market Measure as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
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Payments on the notes are subject to the credit risk of TD, and actual or perceived changes in the creditworthiness of TD are expected to affect the value of the notes. If TD becomes unable to meet its
financial obligations as they become due, you may lose some or all of your investment.
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Your investment return is limited to the return represented by the Step Up Payment and may be less than a comparable investment directly in the Market Measure or the securities held by the Market Measure.
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The initial estimated value of the notes on the pricing date will be less than their public offering price.
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The initial estimated value of your notes is not a prediction of the prices at which you may sell your notes in the secondary market, if any exists, and such secondary market prices, if any, will likely be
less than the public offering price of your notes, may be less than the initial estimated value of your notes and could result in a substantial loss to you.
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You will have no rights of a holder of the Market Measure or the securities held by the Market Measure, and you will not be entitled to receive securities or dividends or other distributions by the issuers
of those securities.
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Your return on the notes and the value of the notes may be affected by exchange rate movements and factors affecting the international securities markets.
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All of the securities held by the Market Measure are concentrated in the gold and silver mining industry.
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A limited number of securities may affect the Market Measure, and the Market Measure is not necessarily representative of the gold and silver mining industry.
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The performance of the Market Measure may be influenced by gold and silver prices.
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There is no direct correlation between the value of the notes or the price of the Market Measure, on the one hand, and gold and silver prices on the other hand.
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The notes will be subject to small-capitalization or mid-capitalization companies risk.
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NYSE Arca, Inc., the sponsor and compiler of the Market Measure, retains significant control and discretionary decision-making over the Market Measure, which may have an adverse effect on the return of the
notes.
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The final terms of the notes will be set on the pricing date within the given range for the specified Market-Linked Investment. Please see the Preliminary Offering Documents for complete product
disclosure, including related risks and tax disclosure.
The graph above and the table below reflects the hypothetical return on the notes, based on the terms contained in the table to the left (using the mid-point for any range(s)).
The graph and table have been prepared for purposes of illustration only and do not take into account any tax consequences from investing in the notes.
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Hypothetical
Percentage Change
from the Starting Value
to the Ending Value
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Hypothetical
Redemption Amount
per Unit
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Hypothetical Total Rate of
Return on the Notes
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-100.00%
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$0.00
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-100.00%
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-50.00%
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$5.00
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-50.00%
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-40.00%
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$6.00
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-40.00%
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-30.00%
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$7.00
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-30.00%
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-20.00%
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$8.00
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-20.00%
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-10.00%
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$9.00
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-10.00%
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0.00%(1)
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$12.70(2)
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27.00%
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5.00%
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$12.70
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27.00%
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10.00%
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$12.70
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27.00%
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20.00%
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$12.70
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27.00%
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27.00%
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$12.70
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27.00%
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30.00%
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$12.70
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27.00%
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40.00%
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$12.70
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27.00%
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50.00%
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$12.70
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27.00%
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60.00%
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$12.70
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27.00%
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(1) This hypothetical percentage change corresponds to the Threshold Value.
(2) This amount represents the sum of the principal amount and the Step Up Payment of $2.70.
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TD has filed a registration statement (including a product supplement and a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this term sheet relates. Before you
invest, you should read the Note Prospectus, including this term sheet, and the other documents that TD has filed with the SEC, for more complete information about TD and this offering. You may get these documents without cost by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, TD, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.