Filed Pursuant to Rule 433
Dated May 16, 2024
Registration No. 333-261476
The Bank of Nova Scotia
Senior Note Program, Series A
Equity Linked Securities
Market Linked Securities – Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the common stock of Devon Energy Corporation due May 27, 2027
Term Sheet to the Preliminary Pricing Supplement dated May 16, 2024

Summary of Terms
 
Issuer
  
The Bank of Nova Scotia (the “Bank”)
  
 
Market Measure
  
Common stock of Devon Energy Corporation (the “Underlying Stock”) (Bloomberg Ticker: DVN)
  
 
Pricing Date*
  
May 24, 2024
  
 
Issue Date*
  
May 30, 2024
  
 
Face Amount (Original
Offering Price)
  
$1,000 per security
  
 
Automatic Call Feature
  
If the stock closing price of the Underlying Stock on the call date is greater than or equal to the starting price, the securities will be automatically called and, on the call settlement date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium.
  
 
Call Date*:
  
May 30, 2025, subject to postponement
  
 
Call Settlement Date
  
Three business days after the call date, subject to postponement
  
 
Call Premium
  
At least 18.15% of the face amount, or at least $181.50 per $1,000 face amount of the securities (to be determined on the pricing date)
  
 
Maturity Payment
Amount (per security)
  
If the securities are not automatically called on the call date:
•  if the ending price is greater than the starting price:
$1,000 + ($1,000 × underlying stock return × upside participation rate);
• if the ending price is less than or equal to the starting price and greater than or equal to the threshold price:
$1,000; or
•  if the ending price is less than the threshold price:
$1,000 + [$1,000 × (underlying stock return + buffer amount)]
  
 
Final Calculation Day
  
May 24, 2027, subject to postponement
  
 
Stated Maturity Date*
  
May 27, 2027, subject to postponement
  
 
Starting Price
  
The stock closing price of the Underlying Stock on the pricing date
  
 
Ending Price
  
The stock closing price of the Underlying Stock on the final calculation day
  
 
Threshold Price
  
90% of the starting price
  
 
Buffer Amount
  
10.00%
  
 
Upside Participation
Rate
  
150%
  
 
Underlying Stock
Return
  
(ending price – starting price) / starting price
  
 
Calculation Agent
  
Scotia Capital Inc., an affiliate of the Bank
  
 
Denominations
  
$1,000 and any integral multiple of $1,000
  
 
Agents**
  
Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (“WFS”).
WFS will receive a discount of up to 2.575%; 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
  
06417YX46 / US06417YX465
  
 
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 $3.50 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 the call premium is equal to the minimum of call premium specified herein.
If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the Underlying Stock, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of the Underlying Stock at the upside participation rate.
If the securities are not automatically called and 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 Underlying Stock in excess of the buffer amount and will lose some, and possibly up to 90%, of the face amount of your securities at maturity.
If the securities priced today, the estimated value of the securities would be between $920.11 (92.011%) and $950.11 (95.011%) per $1,000 face amount. See “Estimated Value of the Securities” in the preliminary pricing supplement.
Preliminary pricing supplement:
 
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” in this term sheet, “Selected Risk Considerations” in the preliminary pricing supplement and “Risk Factors” in the product supplement, prospectus supplement and prospectus.
This introductory term sheet does not provide all the information that an investor should consider prior to making an investment decision. This term sheet should be read in conjunction with the preliminary pricing supplement, product supplement, prospectus supplement, and prospectus.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY
  

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, prospectus supplement and prospectus. Please review those risk disclosures carefully.
Risks Relating To The Securities Generally
•
If The Securities Are Not Automatically Called And The Ending Price Is Less Than The Threshold Price, You Will Lose Some, And Possibly Up To 90%, Of The Face Amount Of Your Securities At Stated Maturity.
•
No Periodic Interest Will Be Paid On The Securities.
•
If The Securities Are Automatically Called, Your Return Will Be Limited to the Call Premium.
•
You Will Be Subject To Reinvestment Risk.
•
The Call Settlement Date Or The Stated Maturity Date May Be Postponed If The Call Date Or The Final Calculation Day Is Postponed.
Risks Relating To An Investment In the Bank’s Debt Securities, Including The Securities
•
Your Investment Is Subject To The Credit Risk Of The Bank.
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
•
The Inclusion Of Dealer Spread And Projected Profit From Hedging In The Original Offering Price Is Likely To Adversely Affect Secondary Market Prices.
•
The Bank’s Estimated Value Of The Securities Will Be Lower Than The Original Offering Price Of The Securities.
•
The Bank’s Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others’ Estimates.
•
The Bank’s Estimated Value Is Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.
•
If The Price Of The Underlying Stock Changes, The Market Value Of Your Securities May Not Change In The Same Manner.
•
The Price At Which The Securities May Be Sold Prior To Maturity Will Depend On A Number Of Factors And May Be Substantially Less Than The Amount For Which They Were Originally Purchased.
•
The Securities Lack Liquidity.
Risks Relating To The Underlying Stock
•
The Securities Will Be Subject To Single Stock Risk.
•
Investing In The Securities Is Not The Same As Investing In The Underlying Stock.
•
Historical Prices Of The Underlying Stock Should Not Be Taken As An Indication Of The Future Performance Of The Underlying Stock During The Term Of The Securities.
•
The Securities May Become Linked To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer.
•
We, The Agents And Our Respective Affiliates Cannot Control Actions By An Underlying Stock Issuer.
•
We, The Agents And Our Respective Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information.
•
You Have Limited Anti-dilution Protection.
Risks Relating To Hedging Activities And Conflicts Of Interest
•
A Participating Dealer Or Its Affiliates May Realize Hedging Profits Projected By Its Proprietary Pricing Models In Addition To Any Selling Concession And/Or Any Distribution Expense Fee, Creating A Further Incentive For The Participating Dealer To Sell The Securities To You.
•
Hedging Activities By The Bank And/Or The Agents May Negatively Impact Investors In The Securities And Cause Our Respective Interests And Those Of Our Clients And Counterparties To Be Contrary To Those Of Investors In The Securities.
•
Market Activities By The Bank Or The Agents For Their Own Respective Accounts Or For Their Respective Clients Could Negatively Impact Investors In The Securities.
•
The Bank, The Agents And Their Respective Affiliates Regularly Provide Services To, Or Otherwise Have Business Relationships With, A Broad Client Base, Which Has Included And May Include Issuers Of An Underlying Stock, The Sponsor Or Investment Advisor For A Fund And/Or The Issuers Of Securities Included In An Underlying Stock Or Held By A Fund.
•
Other Investors In The Securities May Not Have The Same Interests As You.
•
There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
Risks Relating To Canadian And U.S. Federal Income Taxation
•
The Tax Consequences Of An Investment In The Securities Are Unclear. Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Canadian Income Tax Consequences” and “U.S. Federal Income Tax Consequences” in the preliminary pricing supplement.
 
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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