Filed Pursuant to Rule 433
Registration No. 333-105400
Province of Ontario
U.S.$1,000,000,000 5.45% Bonds due April 27, 2016
Final Term Sheet
April 20, 2006
Underwriting Agreement dated as of April 20, 2006
Issuer: Province of Ontario
Underwriters:
<Table>
<Caption>
Principal Amount
of Securities to
Underwriter be Purchased
----------- ------------
BNP Paribas Securities Corp. U.S.$260,000,000
CIBC World Markets Corp. 260,000,000
Citigroup Global Markets Inc. 260,000,000
RBC Capital Markets Corporation 50,000,000
The Toronto-Dominion Bank 50,000,000
ABN AMRO Bank N.V. 15,000,000
Barclays Capital Inc. 15,000,000
Credit Suisse Securities (USA) LLC 15,000,000
Deutsche Bank Securities Inc. 15,000,000
HSBC Securities (USA) Inc. 15,000,000
Merrill Lynch, Pierce, Fenner & Smith 15,000,000
Incorporated
National Bank Financial Inc. 15,000,000
Scotia Capital (USA) Inc. 15,000,000
Total U.S.$1,000,000,000
==================
</Table>
Fiscal Agency Agreement: Fiscal Agency Agreement dated as of April 27, 2006
between the Province of Ontario and The Bank of New
York, as Fiscal Agent
Expected Ratings: Moody's Aa2; S&P AA; DBRS AA
Title, Purchase Price and Description of Securities
Title: 5.45% Bonds due April 27, 2016
Aggregate principal amount: U.S.$1,000,000,000
Denomination: U.S.$5,000 and integral multiples of U.S.$1,000 for
amounts in excess of U.S.$5,000
Price to public: 99.893% plus accrued interest from April 27, 2006 if
settlement occurs after that date
Purchase price (include accrued 99.693% plus accrued interest from April 27, 2006
interest or amortization, if any): if settlement occurs after that date
Proceeds: U.S.$996,760,300 after deducting the underwriting discount
and our estimated expenses
Underwriting discount: 0.20%
Maturity: April 27, 2016
Interest rate: 5.45%
Yield to Maturity: 5.464%
Interest payment dates: Interest for the initial interest period from and
including April 27, 2006 to, but excluding,
October 27, 2006 will be payable on October 27,
2006. Thereafter, interest will be payable in two
equal semi-annual installments in arrears on
April 27 and October 27.
Redemption provisions: The Securities will not be redeemable prior to maturity
unless specified events occur involving Canadian taxation
Withholding Taxes: Principal of and interest on the Securities will be
payable without withholding or deduction for Canadian
withholding taxes to the extent described in the
Preliminary Final Prospectus and Final Prospectus
Business Days: London, New York, Toronto
Sinking fund provisions: None
Other provisions: None
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European Economic Area
Legend: 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.
This document is, for the purposes of Article 15 of
Directive 2003/71/EC, not a prospectus but an
advertisement. In compliance with that Directive, a
prospectus will be published in due course, subject to
its approval by the United Kingdom Listing Authority,
and investors will be able to obtain a copy of such
prospectus from the office of the Province at the
Ontario Financing Authority, One Dundas Street West,
Suite 1400, Toronto, Ontario, Canada M5G 1Z3 and the
London paying agent, The Bank of New York, One Canada
Square, London E14 5AL, England. Investors should not
subscribe for any bonds referred to in this
advertisement except on the basis of information in that
prospectus.
The Issuer 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 Issuer has filed with the SEC for more complete information about the Issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if
you request it by calling BNP Paribas toll-free at 1-800-854-5674, CIBC
toll-free at 1-800-282-0822 or Citigroup toll-free at 1-877-858-5407.
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