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TD Bank completes US$1.4 billion common share offering

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TD Securities Inc.

On December 5, 2008, The Toronto-Dominion Bank ("TDBFG") issued 34,960,000 common shares for gross proceeds raised of $1.4 billion. TDBFG has filed in Canada a prospectus supplement to its September 29, 2008 short form base shelf prospectus in respect of this issue. The shares were also issued to qualified institutional buyers in the United States on a private placement basis. The underwriters, led by TD Securities Inc., were advised in this transaction by a team from Fasken Martineau that included Richard Steinberg, Rob Mason and Adam Inglis (corporate/securities) and Mitchell Thaw (tax).



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