Canada FWP Free writing prospectus

Issuer Free Writing Prospectus

Filed pursuant to Rule 433(d)

Registration Statement No. 333-261833

April 19, 2023

Canada

U.S.$4,000,000,000 3.750% United States Dollar Bonds due 2028

Final Term Sheet


Issuer:		Canada

Title:		3.750% United States Dollar Bonds due April 26, 2028

*Expected Ratings:**		Aaa/AAA (Moody’s/S&P)

Format:		SEC Registered

Size:		U.S.$4,000,000,000

Trade Date:		April 19, 2023

Settlement Date:		April 26, 2023 (T+5)

Maturity Date:		April 26, 2028

Callable:		No, unless a change in the laws or regulations of Canada would require the payment by Canada of Additional Amounts on the bonds, as more fully described in the Prospectus Supplement.

Interest Payment Dates:		April 26 and October 26

First Interest Payment Date:		October 26, 2023

Benchmark Treasury:		UST 3.625% due March 31, 2028

Benchmark Treasury Price and Yield:		99-15 3/4, 3.738%

Spread to Benchmark Treasury:		+11 bps

Yield to Maturity:		3.848%

Coupon:		3.750%

Price:		99.558%

Day Count:		30/360

Specified Currency:		United States Dollar (“U.S.$” or “$”)

Minimum Denomination:		$5,000 and increments of $5,000 in excess thereof

Listing:		Luxembourg Euro MTF Market

Status:		The bonds will constitute direct unconditional obligations of Canada. The payment of the principal of and interest on the bonds will constitute a charge on and be payable out of the Consolidated Revenue Fund of Canada.



Governing Law:		The laws of Ontario and the laws of Canada applicable therein.

Business Days:		New York, London, Toronto

Representatives:		Barclays Bank PLC BofA Securities, Inc. CIBC World Markets Corp. RBC Capital Markets, LLC TD Securities (USA) LLC

Co-managers:		BMO Capital Markets Corp. BNP Paribas Casgrain & Company Limited Citigroup Global Markets Limited Desjardins Securities Inc. Goldman Sachs International HSBC Bank plc J.P. Morgan Securities plc Laurentian Bank Securities Inc. National Bank of Canada Financial Inc. Scotia Capital (USA) Inc. Wells Fargo Securities, LLC

Billing and Delivering:		TD Securities (USA) LLC

CUSIP:		135087 Q56

ISIN:		US135087Q560

Reference Document:		Prospectus Supplement, subject to completion, dated April 19, 2023; Prospectus dated January 21, 2022. https://www.sec.gov/Archives/edgar/data/230098/000119312523105975/d489724d424b5.htm

Legends:		This document does not constitute or form part of any offer or invitation to sell these bonds and is not soliciting any offer to buy these bonds in any jurisdiction where such offer or sale is not permitted. MiFID Target Market: The manufacturer target market (MiFID product governance) is eligible and professional counterparties only (all distribution channels). UK MiFIR Target Market: The manufacturer target market (MiFIR product governance) is eligible and professional counterparties only (all distribution channels).

		This document is for distribution only to persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in

investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) in connection with the issue or sale of any bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This document, the prospectus supplement and the base prospectus have been prepared on the basis that all offers of the bonds in the United Kingdom (the “UK”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) and the FSMA from the requirement to produce or publish a prospectus. Accordingly, any person making or intending to make any offer within the UK of the bonds may only do so in circumstances in which no obligation arises for Canada or any underwriter to produce or publish a prospectus pursuant to the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation in relation to such offer. Neither this document nor the prospectus supplement nor the base prospectus has been approved as a prospectus by a competent authority in the UK and accordingly none is a prospectus for the purposes of the UK Prospectus Regulation.

This document, the prospectus supplement and the base prospectus have been prepared on the basis that all offers of the bonds in any Member State of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to produce or publish a prospectus. Accordingly, any person making or intending to make any offer within a Member State of the bonds may only do so in circumstances in which no obligation arises for Canada or any underwriter to produce or publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation in relation to such offer. Neither Canada nor the underwriters have authorized, nor do they authorize, the making of any offer of the bonds to any legal entity which is not a qualified investor as defined in the Prospectus Regulation. Neither this document nor the prospectus supplement nor the base prospectus has been approved as a prospectus by a competent authority in any Member State and accordingly none is a prospectus for the purposes of the Prospectus Regulation.

If and to the extent that this announcement is communicated in, or the offer of the bonds to which it relates is made in any Member State, this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors as defined in the Prospectus Regulation, as applicable and must not be acted upon by other persons in that relevant Member State.

Neither Canada nor any underwriter has authorized, nor do they authorize, the making of any offer of the bonds through any financial intermediary, other than offers made by the relevant underwriter which constitute the final placement of the bonds contemplated in the prospectus supplement.

NOTIFICATION UNDER THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE: The Instruments are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

This communication is intended for the sole use of the person to whom it is provided by Canada.

Canada 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 Canada has filed with the SEC for more complete information about Canada and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Canada, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Bank PLC at 1-888-603-5847, BofA Securities, Inc. at 1-800-294-1322, CIBC World Markets Corp. at 1-800-282-0822, RBC Capital Markets, LLC at 1-866-375-6829, or TD Securities (USA) LLC at 1-855-495-9846.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or other notice was automatically generated as a result of this communication being sent via Bloomberg or another email system.

Canada FWPFree writing prospectus