18-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 18-K/A

AMENDMENT NO. 3

For Foreign Governments and Political Subdivisions Thereof

ANNUAL REPORT

of

CANADA

(Name of Registrant)

Date of end of last fiscal year: March 31, 2019

SECURITIES REGISTERED*

(As of the close of the fiscal year)

Time of Issue	Amounts as to which registration is effective	Name of exchanges on which registered
N/A	N/A	N/A

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission:

STEVEN MCLAREN

Counsellor (Finance)

Canadian Embassy

501 Pennsylvania Avenue, N.W.

Washington, D.C. 20001

Copies to:

NICOLAS MOREAU Director General Funds Management Division Department of Finance, Canada 13^th Floor, 90 Elgin Street Ottawa, Ontario K1A 0G5 PAUL E. DENARO Milbank LLP 55 Hudson Yards New York, NY 10001

* The Registrant is filing this amendment to its annual report on a voluntary basis.

This amendment to Canada’s Annual Report on Form 18-K for the year ending March 31, 2019 is being filed to include as exhibits to such form (i) the Opinion and Consent of General Counsel, Department of Justice (Canada), Finance Legal Services, (ii) the Consent of Milbank LLP, U.S. Counsel for Canada, and (iii) the Consent of Stikeman Elliott LLP, Canadian Counsel for the distributor, all of which were prepared in connection with Canada’s medium-term note program (the “Canada Notes program”) described in Canada’s prospectus supplement dated August 12, 2020 (the “prospectus supplement”) to its prospectus dated January 26, 2018 (the “prospectus”) relating to bonds registered on Registration Statement No. 333-222149.

The exhibits to Canada’s Annual Report on Form 18-K for the year ended March 31, 2019 are hereby amended to include the following:

Exhibit H: Fiscal Agency Agreement*

Exhibit I: Distribution Agreement*

Exhibit J: Amendment No. 1 to Distribution Agreement†

Exhibit K: Amendment No. 2 to Distribution Agreement††

Exhibit L: Amendment No. 3 to Distribution Agreement†††

Exhibit M: Amendment No. 4 to Distribution Agreement

Exhibit N: Calculation Agency Agreement*

Exhibit O: Exchange Rate Agency Agreement*

Exhibit P: Opinion and Consent of General Counsel, Department of Justice (Canada), Finance Legal Services

Exhibit Q: Consent of Milbank LLP

Exhibit R: Consent of Stikeman Elliott LLP

* Incorporated herein by reference from Amendment No. 6 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2011 as filed with the Commission on November 28, 2012

† Incorporated herein by reference from Amendment No. 3 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2014 as filed with the Commission on March 30, 2015

†† Incorporated herein by reference from Amendment No. 3 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2015 as filed with the Commission on March 30, 2016.

††† Incorporated herein by reference from Amendment No. 2 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2016 as filed with the Commission on March 30, 2017.

It is estimated that the expenses of Canada in connection with the sale of the Canada Notes will be as follows:

Filing Fee (assuming U.S.$3,928,950,000 aggregate principal amount of Canada Notes are sold pursuant to Canada’s Registration Statement No. 333-222149)	U.S.$	482,661.52
Legal		100,000
Reimbursement of Distributor’s Expenses and Miscellaneous Expenses		130,000
Total	U.S.$	712,661.52

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 3 to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at Ottawa, Canada, on the 12th day of August, 2020.

CANADA
By:	/s/ Nicolas Marion
	Nicolas Marion Director Reserves Management Section Funds Management Division Department of Finance Government of Canada

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EXHIBIT INDEX

Exhibit No.
H:	Fiscal Agency Agreement*
I:	Distribution Agreement*
J:	Amendment No. 1 to Distribution Agreement†
K:	Amendment No. 2 to Distribution Agreement††
L:	Amendment No. 3 to Distribution Agreement†††
M:	Amendment No. 4 to Distribution Agreement
N:	Calculation Agency Agreement*
O:	Exchange Rate Agency Agreement*
P:	Opinion and Consent of General Counsel, Department of Justice (Canada), Finance Legal Services
Q:	Consent of Milbank LLP
R:	Consent of Stikeman Elliott LLP
*	Incorporated herein by reference from Amendment No. 6 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2011 as filed with the Commission on November 28, 2012
†	Incorporated herein by reference from Amendment No. 3 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2014 as filed with the Commission on March 30, 2015
††	Incorporated herein by reference from Amendment No. 3 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2015 as filed with the Commission on March 30, 2016.
†††	Incorporated herein by reference from Amendment No. 2 on Form 18-K/A (file no. 033-05368) to the Annual Report for the fiscal year ended March 31, 2016 as filed with the Commission on March 30, 2017.

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EX-99.M

Exhibit M

CANADA

Canada Notes

AMENDMENT NO. 4 TO THE

DISTRIBUTION AGREEMENT DATED NOVEMBER 28, 2012

August 12, 2020

Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, NY 10281

Ladies and Gentlemen:

In connection with the distribution agreement dated as of November 28, 2012 (as amended, the “Distribution Agreement”) between Her Majesty in right of Canada, as represented by the Minister of Finance (“Canada”) and Scotia Capital (USA) Inc. with respect to the issuance and sale from time to time by Canada of the Notes pursuant to the provisions of the Distribution Agreement, Canada confirms with you this agreement to amend the Distribution Agreement (the “Amendment”) effective as of the date hereof as follows:

(i)    All references in the Distribution Agreement, including in the Exhibits thereto, to “this Agreement” or the “Distribution Agreement” shall be understood to refer to the Distribution Agreement as amended by this Amendment.

(ii)    Section 6(g) of the Distribution Agreement shall be and hereby is amended and restated as follows:

“Unless the Pricing Supplement in respect of any Notes specifies the “Prohibition of Sales to EEA and UK Retail Investors” as “Not Applicable”, the Distributor represents and agrees, and each additional person appointed by Canada to act as distributor will represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Prospectus as completed by the Pricing Supplement in relation thereto to any retail investor in the European Economic Area or in the United Kingdom. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(b) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(c) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”).

1

If the Pricing Supplement in respect of any Notes specifies “Prohibition of Sales to EEA and UK Retail Investors” as “Not Applicable”, in relation to each Member State of the European Economic Area and the United Kingdom (each, a “Relevant State”), the Distributor represents and agrees, and each additional person appointed by Canada to act as distributor will represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Prospectus as completed by the Pricing Supplement in relation thereto to the public in that Relevant State except that it may make an offer of such Notes to the public in that Relevant State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by Canada for any such offer; or

(c) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of notes shall require Canada or any Distributor to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.”

The expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

(iii)    The third sentence of the second paragraph in Section 1 of the Distribution Agreement shall be and hereby is amended and restated as follows:

“In connection with a particular issue of Notes, Canada shall prepare a supplement to the Prospectus, substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, that sets forth the terms of a particular issue of the Notes (a “Pricing Supplement”).”

(iv)    Section 4(d) of the Distribution Agreement shall be and hereby is amended and restated as follows:

“(d)    Canada will prepare, with respect to any Notes to be sold through or to the Distributor pursuant to this Agreement, a Pricing Supplement with respect to such Notes substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, and previously approved by the Distributor, and will file the Pricing Supplement with the Commission within such time as may be required under the Act.”

(v)    The first sentence of the third paragraph of Exhibit B to the Distribution Agreement shall be and hereby is amended and restated as follows:

“In connection with a particular issue of Notes, Canada shall prepare a supplement to the Prospectus, substantially in the form attached as Exhibit C-1 or Exhibit C-2 to the Distribution Agreement, as applicable, that sets forth the terms of a particular issue of the Notes (the “Pricing Supplement”).”

2

(vi)    The Distribution Agreement shall be and hereby is amended by adding the forms of pricing supplement attached in the Annex hereto following Exhibit B to the Distribution Agreement.

Except to the extent otherwise provided herein, capitalized terms used but not defined herein shall have the same meanings assigned to such terms in the Distribution Agreement.

This Amendment will inure to the benefit of and be binding upon the parties hereto, their respective successors, the officers and directors and controlling persons referred to in Section 9 of the Distribution Agreement and, to the extent provided in Section 8(d) of the Distribution Agreement, any person who has agreed to purchase Notes from Canada.

This Amendment does not amend, modify or waive any other terms of the Distribution Agreement, which terms continue to be in full force and effect. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such executed counterparts shall together constitute one and the same agreement.

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If the foregoing correctly sets forth our agreement, please indicate your acceptance hereof in the space provided for that purpose below, whereupon this Amendment shall constitute a binding agreement between Canada and you in accordance with its terms.

Very truly yours, HER MAJESTY IN RIGHT OF CANADA, as represented by the Minister of Finance
By:
	Name:
	Title:

CONFIRMED AND ACCEPTED, as of the date first above written:

SCOTIA CAPITAL (USA) INC.
By:	/s/ Pauline Donohoe
	Name:  Pauline Donohoe
	Title:    Managing Director, DCM

ANNEX

EXHIBIT C-1

FORM OF FIXED RATE NOTE PRICING SUPPLEMENT

Pricing Supplement Number: [●]	For SEC Filing Purposes:
Dated: [●]	Filing Under Rule 424(b)(2)
To Prospectus dated February 26, 2018 and	Registration Number 333-222149
Prospectus Supplement dated [●]

CANADA

CANADA NOTES

Due Nine Months or more from Date of Issue

Fixed Rate Note

Principal Amount:	[●]
Stated Maturity:	[●]
Settlement Date:	[●]
Date from which Interest Accrues (Issue Date):	[●]
Trade Date:	[●]
Interest Payment Date(s):	[●] and [●]
Regular Record Date(s):	[●] and [●]
Interest Rate:	[●]%
Issue Price:	[●]%
Yield to Maturity:	[●]%

Distributor’s Commission or Discount:	[●]%
Net Proceeds to Canada:	[●]
Plus Amount of Accrued Interest from Issue Date to Settlement Date Paid to Canada:	$[●]
Depositary/Depositaries:
DTC	[●]
Euroclear	[●]
Clearstream, Luxembourg	[●]
CUSIP Number:	[●]
ISIN:	[●]
Common Code:	[●]
Listing:	[Euro MTF Market of the Luxembourg Stock Exchange]
Luxembourg Listing and Paying Agent:	The Bank of New York Mellon (Luxembourg) S.A.
Specified Currency:	[●]
Redemption Dates (Option of Canada):	[●]
Redemption Prices:	[●]
Repayment Dates (Option of Holder):	[●]
Repayment Prices:	[●]
Denominations:	[●]
Type of Note(s):
DTC Global Note	[●]
International Global Note	[●]
Original Issue Discount (“OID”) Note:	[No]
Syndicated Transaction:	[No]
Other Provisions:	[Holders will be permitted to make a Specified Currency Payment Election. See “Description of the Notes - Payment Currency” in the Prospectus Supplement]
Addendum Attached:	[●]
Dealer:	[●]

Intended to be held in a manner which would allow Eurosystem Eligibility:

[Yes. Note that the designation “yes” simply means that the notes are intended upon issue to be deposited with either Euroclear or Clearstream, Luxembourg (together, the “ICSDs”) as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper, and does not necessarily mean that the notes will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.] [Include this text if “yes” is selected. If “yes,” the notes must be issued in NGN format.] [No. While the designation is specified as “no” at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the notes are capable of meeting them the notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the notes will then be recognized as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.] [Include this text if “no” is selected.]

Prohibition of Sales to EEA and UK Retail Investors:

[Applicable/Not Applicable] (If the Notes clearly do not constitute “packaged” products, “Not Applicable” should be specified. If the Notes may constitute “packaged” products and no KID will be prepared, “Applicable” should be specified.)

EXHIBIT C-2

FORM OF FLOATING RATE NOTE PRICING SUPPLEMENT

Pricing Supplement Number: [●]	For SEC Filing Purposes:
Dated: [●]	Filing Under Rule 424(b)(2)
To Prospectus dated February 26, 2018 and	Registration Number 333-222149
Prospectus Supplement dated [●]

CANADA

CANADA NOTES

Due Nine Months or more from Date of Issue

Floating Rate Note

Principal Amount:	[●]
Stated Maturity:	[●]
Settlement Date:	[●]
Date from which Interest Accrues (Issue Date):	[●]
Trade Date:	[●]
Interest Payment Date(s):	[●] and [●]
Regular Record Date(s):	[●] and [●]
Issue Price:	[●]%
Index Maturity:	[●]
Index Currency:	[●]

Interest Rate Basis:	[●]
Spread (Plus or Minus):	[●]
Spread Multiplier:	[●]
Initial Interest Rate:	[●]
Maximum Interest Rate:	[●]%
Minimum Interest Rate:	[●]%
Interest Determination Date(s):	[●]
Interest Reset Date(s):	[●]
Distributor’s Commission or Discount:	[●]%
Net Proceeds to Canada:	[●]
Plus Amount of Accrued Interest from Issue Date to Settlement Date Paid to Canada:	$[●]
Depositary/Depositaries:
DTC	[●]
Euroclear	[●]
Clearstream, Luxembourg	[●]
CUSIP Number:	[●]
ISIN:	[●]
Common Code:	[●]
Listing:	[Euro MTF Market of the Luxembourg Stock Exchange]
Luxembourg Listing and Paying Agent:	The Bank of New York Mellon (Luxembourg) S.A.
Calculation Agent:	[●]
Exchange Rate Agent:	[●]
Redemption Date(s):	[●]
Redemption Percentages:	[●]%
Repayment Date(s) (Option of Holder):	[●]
Repayment Percentage(s) (Option of Holder) if other than 100% of Principal Amount:	[●]%
Specified Currency:	[●]
Denominations:	[●]

Type of Note(s):
DTC Global Note	[●]
International Global Note	[●]
Original Issue Discount (“OID”) Note:	[No]
Syndicated Transaction:	[No]
Other Provisions:	[Holders will be permitted to make a Specified Currency Payment Election. See “Description of the Notes - Payment Currency” in the Prospectus Supplement]
Addendum Attached:	[●]
Dealer:	[●]
Intended to be held in a manner which would allow Eurosystem Eligibility:	[Yes. Note that the designation “yes” simply means that the notes are intended upon issue to be deposited with either Euroclear or Clearstream, Luxembourg (together, the “ICSDs”) as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper, and does not necessarily mean that the notes will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.] [Include this text if “yes” is selected. If “yes,” the notes must be issued in NGN format.] [No. While the designation is specified as “no” at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the notes are capable of meeting them the notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the notes will then be recognized as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.] [Include this text if “no” is selected.]

Prohibition of Sales to EEA and UK Retail Investors: [Applicable/Not Applicable]   (If the Notes clearly do not constitute “packaged” products, “Not Applicable” should be specified. If the Notes may constitute “packaged” products and no KID will be prepared, “Applicable” should be specified.)

EX-99.P

EXHIBIT P

August 12, 2020

The Honourable William Francis Morneau, P.C., M.P.

Minister of Finance

House of Commons

Ottawa, Ontario K1A 0A6

Dear Minister                     :

Re: Canada Notes Program

By letter dated August 12, 2020, I have been requested by the Director, Reserves Management Section, Funds Management Division, Department of Finance (Canada), to provide you with an opinion relating to the authorization of the issuance of Canada Notes to be sold pursuant to a distribution agreement dated as of November 28, 2012, as amended (the “Distribution Agreement”) between Scotia Capital (USA) Inc. (hereinafter referred to as the “Distributor”) and Her Majesty in right of Canada, as represented by the Minister of Finance (hereinafter referred to as “Canada”).

In connection with the issuance and sale of the Canada Notes (hereinafter referred to as the “Notes” which term shall, unless the context indicates to the contrary, include both Fixed Rate Notes and Floating Rate Notes as defined in the Administrative Procedures attached as Exhibit B to the Distribution Agreement), Canada has entered into a fiscal agency agreement dated as of November 28, 2012 (the “Fiscal Agency Agreement”) with Citibank, N.A., as fiscal agent, transfer agent, registrar and principal paying agent for the Notes denominated in U.S. dollars (the “Domestic Registrar”) and Citibank, N.A., London Branch, as fiscal agent, transfer agent, registrar and principal paying agent for the Notes denominated in one or more currencies or currency units other than U.S. dollars (the “International Registrar” and, together with the Domestic Registrar, the “Registrars”).

I have examined originals or copies, certified or otherwise identified to my satisfaction, of such statutes, documents, certificates of public officials and other instruments relating to the authorization, issuance and sale of the Notes by Canada as I have deemed necessary, including the following:

(a) the Borrowing Authority Act, S.C. 2017, c. 20, s. 103, as amended;

(b) Order in Council P.C. 2020-171 dated March 24, 2020 (the “Order in Council”);

(c) The Fiscal Agency Agreement; and

(d) The forms of the Notes.

The Director, Reserves Management Section has represented to me by a certificate dated August 12, 2020 that the Notes are being issued and sold pursuant to the Order in Council and that no Notes will be issued and sold under this program except to the extent that as a result of such issuance and sale of Notes, the aggregate principal amount of money borrowed by Canada in the 2020-2021 fiscal year pursuant to the Order in Council will not exceed CAD 350 billion, and the maximum amount in section 4 of the Borrowing Authority Act (Canada), subject to the exceptions at sections 5 and 6 of that Act, will not be exceeded.

In giving this opinion, I have assumed with respect to the opinion stated in paragraph 2 below that, at or prior to the delivery of the Notes, the Order in Council authorizing the issuance of the Notes will not have been modified or rescinded and, further, there will not have occurred any change in law that affects the validity or enforceability of such Notes. I have also assumed that none of the terms of Notes to be established subsequent to the date of this opinion, nor the compliance by Canada with the terms of such Notes, will violate any applicable law, regulation, order or decree.

In response to the request of the Director, Reserves Management Section, and in reliance on the representation referred to above as set out in his certificate, I give it as my opinion as General Counsel, Department of Justice (Canada) that, subject to the qualifications set out below, as of the date hereof:

1. The Fiscal Agency Agreement has been duly authorized, executed and delivered by Canada and, assuming due authorization, execution and delivery by the Registrars, constitutes a legal, valid and binding agreement of Canada.

2. The issuance of the Notes by Canada has been duly authorized by the Order in Council subject to the limits set forth therein and the maximum amount in section 4 of the Borrowing Authority Act (Canada), subject to the exceptions at sections 5 and 6 of that Act. The Notes, when duly executed by Canada and when duly authenticated (and duly effectuated when applicable) in accordance with the Fiscal Agency Agreement and delivered to and paid for in accordance with the provisions of the Distribution Agreement (including any Terms Agreement, a form of which is attached as Exhibit A to the Distribution Agreement, and any Accession Agreement appointing additional distributors for the Notes), will constitute valid, legally binding, direct unconditional obligations of Canada in accordance with their terms, and payment of the principal of and interest on each Note so authenticated, delivered and paid for will be a charge on and payable out of the Consolidated Revenue Fund of Canada.

The foregoing opinions are subject to the following limitations and qualifications:

(a) pursuant to the Currency Act (Canada), a judgment by a court in Canada must be awarded in Canadian currency, and such judgment may be based on a rate of exchange in existence on a day other than the date of payment;

(b) the enforcement of the Fiscal Agency Agreement and the Notes may be limited by general principles of equity, and no opinion is expressed as to any specific remedy that might be granted, imposed or rendered only in the discretion of a court, including remedies such as specific performance and injunction;

(c) no execution may issue on a judgment against Canada, but the law requires that any money or costs awarded to any person against Canada in any proceeding be paid out of the Consolidated Revenue Fund; and

(d) the opinions expressed in paragraphs 1 and 2 above are based on the law of the Province of Ontario and the federal laws of Canada applicable therein. I have assumed that, insofar as any obligation is to be performed in any jurisdiction outside Ontario, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction.

I hereby consent to the inclusion of this opinion letter as an exhibit to Amendment No. 3 to Canada’s Annual Report on Form 18-K for the year ended March 31, 2019 and to the use of the reference to a lawyer at the Department of Justice (Canada) under the heading “Legal Opinions” in the prospectus supplement dated August 12, 2020.

I hereby advise that the Registrars may rely upon the same as though such opinion had been separately addressed to them. This opinion letter may not be relied upon by any other person or for any other purpose without my consent.

Yours sincerely,

/s/ Martin Marcone

Martin Marcone

General Counsel

Department of Justice (Canada)

Finance Canada Law Branch

EX-99.Q

EXHIBIT Q

CONSENT

We hereby consent to the use of our name in the first and second paragraphs under the heading “Legal Opinions” in the prospectus supplement dated August 12, 2020 to the prospectus dated January 26, 2018 relating to securities issued pursuant to Registration Statement No. 333-222149 of Canada.

August 12, 2020

/s/ Milbank LLP

Milbank LLP

EX-99.R

EXHIBIT R

CONSENT

We hereby consent to the use of our name in the first and second paragraphs under the heading “Legal Opinions” in the prospectus supplement dated August 12, 2020 to the prospectus dated January 26, 2018 relating to securities issued pursuant to Registration Statement No. 333-222149 of Canada.

August 12, 2020

/s/ Stikeman Elliott LLP

Stikeman Elliott LLP