Filed Pursuant to Rule 433
Registration No. 333-134402
Province of Ontario
US$1,000,000,000 4.95% Bonds due November 28, 2016
Final Term Sheet
November 20, 2006
Underwriting Agreement dated as of November 20, 2006
Issuer: Province of Ontario
Underwriters:
<Table>
<Caption>
Principal Amount
of Securities to
Underwriter be Purchased
----------- ----------------
Deutsche Bank Securities Inc. US$260,000,000
J.P. Morgan Securities Ltd. 260,000,000
TD Securities (USA) LLC 260,000,000
CIBC World Markets Corp. 35,000,000
National Bank Financial Inc. 35,000,000
RBC Capital Markets Corporation 35,000,000
Scotia Capital (USA) Inc. 35,000,000
Bank of Montreal, London Branch 10,000,000
ABN AMRO Bank N.V. 10,000,000
Barclays Capital Inc. 10,000,000
BNP Paribas Securities Corp. 10,000,000
Citigroup Global Markets Inc. 10,000,000
Credit Suisse Securities (Europe) Limited 10,000,000
HSBC Securities (USA) Inc. 10,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 10,000,000
Total US$1,000,000,000
================
</Table>
Fiscal Agency Agreement: Fiscal Agency Agreement dated as of
November 28, 2006 between the
Province of Ontario and The Bank of
New York, as Fiscal Agent
Expected Ratings: Moody's Aa1; S&P AA; DBRS AA
Title, Purchase Price and Description of Securities
Title: 4.95% Bonds due November 28, 2016
Aggregate principal amount: US$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: 99.649% plus accrued interest from
November 28, 2006 if settlement
occurs after that date
Purchase price (include accrued 99.449% plus accrued interest from
interest or amortization, if any): November 28, 2006 if settlement
occurs after that date
Proceeds: US$994,360,500 after deducting the
underwriting discount and Issuer's
estimated expenses
Underwriting discount: 0.20%
Maturity: November 28, 2016
Interest rate: 4.95%
Yield to Maturity: 4.995%
Business Convention: Modified Following
Day Count Convention: 30/360
Interest payment dates: Interest for the initial interest
period from and including November
28, 2006 to, but excluding, May 28,
2007 will be payable on May 28,
2007. Thereafter, interest will be
payable in two equal semi-annual
installments in arrears on May 28
and November 28.
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
European Economic Area
Legend: 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 European
Economic Area Member State that has
implemented the Prospectus Directive
(2003/71/EC), this announcement and
the offer are only addressed to and
directed at persons in that Member
State who are qualified investors
within the meaning of the Prospectus
Directive (or who are other persons
to whom the offer may lawfully be
addressed) and must not be acted
upon by other persons in that Member
State.
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, and investors in the
European Economic Area should not
subscribe for or purchase these
bonds once admitted to trading on
the regulated market of the London
Stock Exchange plc except on the
basis of information in the Listing
Prospectus (as defined below). The
Province intends to file a single
prospectus (the "Listing
Prospectus") pursuant to Section 5.3
of the Prospectus Directive with the
Financial Services Authority in its
capacity as competent authority
under the Financial Services and
Markets Act 2000, as amended, for
the purpose of having these bonds
admitted to trading on the regulated
market of the London Stock Exchange
plc as soon as possible after
closing of this issue. In compliance
with Directive 2003/71/EC, the
Listing 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 the
Listing 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 in the
European Economic Area should not
subscribe for any bonds referred to
in
this advertisement except on the
basis of information in the Listing
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 Deutsche Bank toll-free
at 1-800-503-4611, JPMorgan collect at 1-212-834-4533 or TD Securities
toll-free at 1-800-263-5292.