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Risk Disclosure

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Last Modified:  March 15, 2024

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This Newton Risk Statement (Risk Statement) is being delivered to you in connection with the opening of an account (Account) with Newton Crypto Ltd. (Newton) to buy, sell and hold crypto assets on Newton’s crypto asset trading platform (the Platform) and is incorporated by reference into the online terms of service (the TOU) that you will accept at the time of account opening. Capitalized terms used and not defined in this Risk Statement have the meanings given to them in the Newton TOU.

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No securities regulatory authority has expressed an opinion about the Crypto Contracts (as defined below) or any of the crypto assets made available on the Platform, including any opinion that a crypto asset is not a security and/or derivative.

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By using the Platform or any other services related thereto (collectively, the Services), you understand that there are substantial risks associated with the purchase, sale and use of crypto assets through us, and you are agreeing to familiarize yourself and assume any and all such risks, including:

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Risks Associated with your Account

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(a) Trading in crypto assets may not be suitable for all members of the public. You should carefully consider whether trading is appropriate for you in light of your knowledge, experience, financial objectives, financial resources, and other relevant circumstances. Crypto asset trading may not be appropriate for you, particularly if you use funds drawn from retirement savings, loans or lines of credit, mortgages, emergency funds, or funds set aside for other purposes. The volatility and unpredictability of the price of crypto assets relative to fiat currency may result in significant loss over a short period of time.

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(b) Your Account is a contract with Newton that provides you with certain rights and imposes certain responsibilities; the contract, and your contractual right to the crypto assets that you may buy, sell and hold pursuant the contract, constitutes a security or derivative  (a Crypto Contract). The Crypto Contract under which we agree to provide the Services, includes holding the crypto assets in your Account on your behalf in accordance with our custody policies and procedures, and you have the right to withdraw your crypto assets from the Platform at any time subject to payment of the withdrawal fee set out in the Newton TOU. This arrangement may expose you to insolvency risk (credit risk), fraud risk or proficiency risk on the part of Newton or the Custodian (as discussed in section 4) designated to safeguard the crypto assets.

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(c) An Account is not a bank account and funds or crypto assets received or held by us or by you, and transacted through us, do not earn interest.

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(d) The fiat currency and crypto assets in your Account are not insured in any way by us. Newton is not a member of the Canadian Investor Protection Fund (CIPF) and the crypto assets held by Newton (directly or indirectly through third parties) do not qualify for CIPF protection.

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(e) The value of the crypto assets you hold or acquire through the Services are attached to your crypto asset wallets that are accessible only by logging in to your Account. Newton encourages the use of strong passwords and two factor authentication in order to safeguard access to your Account and the fiat currency and crypto assets in it. 

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(f) Certain crypto assets confer a right to vote on topics that may directly or indirectly affect functionality and economics of a particular crypto asset, including, but not limited to: changes to block reward amounts, inflation percentages, consensus modelling, or governance models. Your Crypto Contract with Newton does not enable any voting functionality in respect of the crypto assets held in your account.

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(g) We cannot reverse a crypto asset transaction which has been broadcast to a crypto asset network, and losses due to fraudulent or accidental transactions are not recoverable.

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(h) Some crypto asset platforms have been subject to cyberattacks and other technical issues that have resulted in the loss or theft of crypto assets to their users, and there is a risk that a similar cyberattack could affect the Services and result in the theft or loss of your fiat currency or crypto assets for which you cannot recover.

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(i) There are risks associated with utilizing an Internet-based trading system including, but not limited to: the failure of hardware, software, and Internet connections. Newton is not responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when trading via the Services, however caused.

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General Risks Associated with Crypto Assets

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(a) Volatility and Liquidity. Price and liquidity of crypto assets has been, and may be, subject to large fluctuations on any given day and you may lose any and all value in your crypto assets at any time.

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(b) Not Legal Tender. Crypto assets are not part of a central bank that can take corrective measures to protect the value of crypto assets in a crisis. Crypto assets are not legal tender and are not backed by a government (i.e. crypto assets do not have the same protection as the money deposited into a bank account)

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(c) Value Dependent on Market Participants. Crypto assets have value from the continued willingness of market participants to use crypto assets. Crypto assets are susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular crypto asset if the market for such crypto assets disappears.

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(d) Short History Risk. As a relatively new open source technology, it is expected that there will continue to be technical developments in blockchain technology, which could impact the value of a crypto asset. Due to this short history, it is not certain whether the economic value, governance, or functional elements of crypto assets will persist over time. The crypto asset community has successfully navigated a considerable number of technical and political challenges since the genesis of the Bitcoin blockchain, which Newton believes is a strong indicator that it will continue to engineer its way around future challenges. That said, the continuation of a vibrant crypto asset community is not guaranteed, and insufficient software development, contribution rates, community disputes regarding the development of the network and scaling options, or any other unforeseen challenges that the community is not able to navigate could have an adverse impact on the price of a crypto asset.

Tokens with their functions tied to applications that are built on an underlying blockchain network, such as Bitcoin or Ethereum, are operating within a relatively new, competitive market of crypto assets. Demand for said tokens can fluctuate rapidly; much like a technology start-up, such tokens are often still proving value to the broader community and establishing a reliable business model. Similar to the risks noted above, crypto assets of this nature can be impacted by changes made to their code, design, or community governance, and most provide updates and relevant information via forums and social channels to help stakeholders continually re-assess their interest in holding the asset.

Open source developers of various blockchain technology have signaled that they will continue to make efforts to improve the scalability and security of public blockchains. For example, in respect of the Ethereum blockchain, developers are planning to replace the current hash-based mining consensus mechanism of proof- of-work with a proof-of-stake mechanism. Changes may also occur to the Bitcoin blockchain; for example with the continued development of scalability protocols like the Lightning Network, which operates on top of the Bitcoin blockchain. The expected timing and impacts of this change are uncertain. Similar risks apply to other forks of Bitcoin source code like Litecoin or Bitcoin Cash.
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(e) Blockchain Forks. Blockchain networks are powered by open source software. When a modification to that software is released by developers, and a substantial majority of miners consent to the modification, a change is implemented and the blockchain network continues uninterrupted. However, if a change were to be introduced with less than a substantial majority consenting to the proposed modification, and the modification is not compatible with the software in operation prior to its modification, the consequence would be what is known as a “fork” (i.e. a split) of the blockchain. One blockchain would be maintained by the pre- modification software and the other by the post-modification software. The effect is that both blockchains would operate in parallel, but independently. There are examples of such forks occurring in the past on both the Bitcoin and Ethereum blockchain networks, in some cases creating new popular and valuable assets of their own such as Bitcoin Cash. In the future, such a fork could occur again, and affect the viability or value of a crypto asset. Newton may choose not to support any future fork of the underlying blockchain of the crypto assets available on the Platform, in which case you may not have any rights to the new crypto assets that may be created as a result of that fork. Similar to the blockchain networks themselves, crypto assets built on top of Ethereum or that integrate with Ethereum decentralized applications (DApps) are self-governed and subject to frequent upgrades by the open-source community. As new versions are released, the value of the crypto asset might be impacted and material changes to functionality could trigger changes in demand, supply or price. Newton reserves the right to decide how it will continue to support the resulting assets of a fork or protocol upgrade, if applicable, and will inform impacted clients of their trading or liquidation options at that time.

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(f) Code Defects.  In the past, flaws in the source code for crypto assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. Although the Bitcoin and Ethereum blockchains have demonstrated resiliency and integrity over time, the cryptography underlying either one could, in the future, prove to be flawed or ineffective. For example, developments in mathematics and/or technology, including advances in digital computing, algebraic geometry, and quantum computing, could result in the cryptography of the blockchain network being vulnerable to attack. Generally, any reduction in public confidence on the security or source code of a core blockchain network could negatively affect the broader sector, and this could negatively affect the value of crypto assets traded on the Platform.

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(g) Cybersecurity Risk. The nature of crypto assets may lead to an increased risk of fraud or cyber-attack. A breach in cyber security refers to both intentional and unintentional events that may cause Newton to lose proprietary information or other information subject to privacy laws, suffer data corruption, or lose operational capacity. This in turn could cause Newton to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to Newton’s digital information systems (e.g. through “hacking” or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e. efforts to make network services unavailable to intended users). In addition, cyber security breaches of Newton’s third-party service providers can also give rise to many of the same risks associated with direct cyber security breaches. As with operational risk in general, Newton has established risk management systems designed to reduce the risks associated with cyber security.

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(h) Stablecoin Risks. Some of the crypto assets available on the Platform are “stablecoins”, which are pegged to the value of a fiat currency or other asset and may be redeemable for a specified amount of such fiat currency or asset. Newton conducts due diligence on all stablecoins listed on the Platform, including by reviewing the sufficiency, segregation and independent verification of the stablecoin’s reserves, whether the assets backing the stablecoin are held at a regulated financial institution, any limitations on the ability of a holder to redeem on demand any conflicts of interest between the stablecoin issuer and any intermediaries and the risk that the stablecoin may be considered a security or derivative under applicable securities legislation. Specific risks associated with each stablecoin are set out in the plain language description of each crypto asset listed on the Platform (each, a Crypto Asset Statement).

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(i) Concentration Risks. Certain addresses on the Bitcoin and Ethereum blockchain networks hold a significant amount of the currently outstanding Bitcoin and Ether, respectively. If one of these addresses were to exit their Bitcoin or Ether positions, it could cause volatility that may adversely affect the price of each respective crypto asset. Further, if anyone gains control over 51% of the computing power (hash rate) used by the blockchain network, they could use their majority share to double spend their crypto assets. If such a “51% attack” were to be successful, this would significantly erode trust in public blockchain networks like Bitcoin and Ethereum to store value and serve as a means of exchange, which may significantly decrease the value of crypto assets.

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Crypto Assets on the Platform

Until a crypto asset has been approved by Newton in accordance with its “Know Your Product” policies, Newton may not make the crypto asset available to clients on the Platform. Prior to approving a crypto asset, Newton takes steps to assess the relevant risks of the crypto asset and determine whether it is appropriate for its clients, including by reviewing publicly available information concerning:

• creation, governance, usage and design of the crypto asset;
• supply, demand, maturity, utility and liquidity of the crypto asset;
• material technical risks associated with the crypto asset; and
• legal and regulatory risks associated with the crypto asset.
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Newton only makes crypto assets available on the Platform that are not themselves securities or derivatives and/or are being offered in compliance with securities or derivatives laws, including by considering statements made by relevant capital markets regulators, and if necessary, obtaining Canadian legal advice.

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Newton monitors ongoing developments relating to crypto assets available on the Platform that may cause its Know Your Product assessment described above to change. In cases where Newton’s monitoring results in a decision to stop offering a crypto asset on the Platform, Newton will implement a process to promptly stop trading the asset, other than to allow clients to liquidate their positions in an orderly manner.
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A plain language description of each crypto asset listed on the Platform (each, a Crypto Asset
Statement) can be found at: https://help.newton.co/hc/en-us/sections/8582288551443-Crypto-
Asset-Statements

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Safekeeping of Crypto Assets

(a) Newton holds crypto assets for the benefit of clients (Client Assets) separate and apart from our own assets and from the assets of any custody service provider.

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(b) Approximately 80% of Newton’s total Client Assets are held in cold storage in its custody account with Coinbase Custody Trust Company LLC (the Custodian), and approximately 20% of Newton’s total Client Assets are held online in hot wallets secured by Fireblocks Inc. (Fireblocks). 

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(c) The Custodian is licensed as a limited purpose trust company with the New York Department of Financial Services (NYDFS) and maintains US$320 million of insurance (per-incident and overall) which covers losses of assets held by the Custodian, on behalf of its customers due to third party hacks, copying or theft of private keys, insider theft, or dishonest acts by the Custodian’s employees or executives and loss of keys. 

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(d) The Custodian holds all Client Assets in trust for clients of Newton in a fully segregated account in the name of Newton and separate and distinct from the assets of Newton, affiliates and all of the Custodian’s other clients. However, Client Assets may still be subject to risk of loss: (i) if the Custodian becomes bankrupt or insolvent; (ii) if there is a breakdown in a Custodian’s information technology systems; or (iii) due to the fraud, willful or reckless misconduct, negligence or error of a Custodian or its personnel. Newton has reviewed the Custodian’s reputation, financial stability, relevant internal controls, and ability to deliver custodial services and has concluded that the Custodian’s system of controls and supervision is sufficient to manage risks of loss to Client Assets in accordance with prudent business practice.

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(e) Holding crypto assets online in hot wallets is riskier than holding assets with the Custodian because the assets are online and therefore susceptible to hacks and theft. However, holding assets in the hot wallets is necessary because crypto assets need to be online to be traded and to be deposited or withdrawn from the Newton Platform. Because Newton controls the online hot wallets, you are at risk that Newton or our personnel may lose or steal your assets. Newton would be liable to you under the Newton TOU for any loss caused by our fraud, negligence or wilful default, and we have adopted robust internal controls to detect and prevent this type of behaviour by our personnel.

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(f) Newton’s hot wallets are secured with software licensed by Fireblocks. Fireblocks has obtained a SOC report under the SOC 2 – Type 2 standard from a leading global audit firm and has insurance coverage in the amount of US$30 million in aggregate which, in the event of theft of crypto assets from hot wallets secured by Fireblocks, will be distributed among applicable Fireblocks customers (including the Newton Platform).  Newton has also licensed software from Digital Assets Services Limited (trading as Coincover) (Coincover) to provide additional security for keys to Crypto Assets held by the Filer using Fireblocks, including key pair creation, key pair storage, device access recovery and account access recovery to provide additional protection for Client Assets held in hot wallets.  Backup key material for Newton’s hot wallets is secured by Coincover and 100% guaranteed against loss or theft by a leading global insurance provider, providing an additional layer of security and protection for Client Assets.

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(g) You can access your crypto assets by logging into your Account on the Newton Platform. You are responsible for protecting your username and password, and if you lose that information you may not be able to access your Account. You may withdraw your crypto assets from the Newton Platform and following the instructions as described in the Newton TOU under “Pushing Funds to an External Account”. We endeavour to honour all withdrawal requests in a timely manner, however, in periods of market volatility or other unusual market activity you may experience delays in withdrawing your assets. In addition, we are not responsible for any delays caused by circumstances beyond our control, including Internet service failures or delays.

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Risks Associated with Staking

a) Staking services provided by Newton (Staking Functionality) are opt-in accessible services only and Newton bears no liability for any losses that may be incurred from use of these staking services.  The following is a summary of some of the risks connected with staking Crypto Assets. These risks are in addition to the risks described above under “General Risks
associated with Crypto Assets”, all of which continue to be applicable to Crypto Assets that are staked on Newton. 

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b) When considering which Crypto Assets to enable for staking, Newton takes into consideration the design and operation of the staking protocols, which include the bonding/unbonding periods, limitations on the number of active validators, the mechanism for selecting validators and any slashing or similar penalties which may be incurred; any publicly available security assessments of the staking protocols, and; where available, the number and identity of validators participating in staking.

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c) The Staking Functionality provided by Newton relies upon Newton’s Custodian and third party operators of validator nodes. Newton does not operate validator nodes and does not have an ownership interest in any approved third party operators of validator nodes. Instead, Newton selects and approves third party vendors (“validators”) that operate or supply validator nodes on various Proof of Stake (PoS) blockchain networks. When you stake your Crypto Assets with Newton, Newton, or one of its affiliates, will facilitate the staking of those assets on your behalf by acting as a transaction validator on the applicable network for the supported crypto asset you stake.

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d) When selecting a validator, Newton conducts due diligence on the validator, with consideration for the validator’s management; infrastructure and internal control documentation; security measures and protocols; track record of operating validator nodes; operational measures in managing validator nodes securely and reliably; overall quality of work, including previous slashing incidents or penalties; financial status and insurance coverage, and; registration, licensing or other compliance under applicable laws, particularly securities laws. 

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e) There is also a risk that validators may act dishonestly or fail to uphold their responsibilities, which could lead to a slashing penalty, where a portion of the staked Crypto Asset is forfeited, or a jailing penalty, where no staking rewards will be earned for a set period of time, being imposed by the respective blockchain protocol.

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f) Newton regularly reviews validators for any changes to the considerations above. Newton will also monitor selected validators for downtime or slashing events and will take the necessary actions required in the event of downtime, slashing or jailing; including arranging to switch to a different validator, if needed; however, there is a risk that slashing or jailing events may result in a loss of some or all staked Crypto Assets. 

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g) As the Staking Functionality relies on third party validators and Newton’s Custodian, it is subjected to various risks associated with the performance of those third parties which include regulatory or legal action preventing validators from continuing to operate nodes; unscheduled downtime of nodes as a result of denial of service or other cyber attacks, system outages or other operational issues; cessation of validator support certain
blockchain protocols; termination of contracts between Newton and validators and; cessation of custodial support for staking due to outages or other reasons.  

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h) As mentioned in the Newton TOU, Newton does not guarantee or promise a specific staking reward rate, and there is no guarantee or assurance that you will receive any staking rewards by using the Staking Functionality. The actual staking rewards that you may receive, if any, may be affected by validator downtime; changes to validator commission;  changes to the blockchain protocol due to protocol governance decisions;
the total amount of Crypto Assets staked on the protocol; the total amount of Crypto Assets staked on Newton; temporary outages or other interruptions affecting the blockchain or Custodian, and; delays or other operational factors when delegating Crypto Assets on your behalf. 

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i) Newton is not responsible for any losses (including any lost profits, lost revenues or opportunity costs) arising from or relating to any of the factors listed above, including from any slashing penalties or jailing events.

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j) Due to the price volatility of Crypto Assets and potential illiquidity of Crypto Assets when disposing of staking rewards, your realized staking return in fiat currency terms (i.e., relative to Canadian dollars) may be significantly different from historic or estimated future rates expressed in Crypto Asset terms. In addition, some blockchain protocols may not distribute rewards immediately after they are earned. As a result of the volatility of Crypto Asset prices, the fiat value of staking rewards may fluctuate between the time rewards are earned and the time the staking rewards are distributed to you by Newton.

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k) Newton arranges to stake Crypto Assets belonging to its clients on an aggregated, not individualized, basis. For operational reasons, Newton may not be able to immediately stake or unstake your Crypto Assets when requested to do so. As a result, the amount of staking rewards you receive using the Staking Functionality may differ from staking rewards you would receive by staking Crypto Assets on your own.

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l) Crypto assets staked through Newton are staked with approved validators from dedicated wallets with Newton’s Custodian. Newton’s Custodian will continue to hold the private keys or other cryptographic key material required to control staked assets for so long as the assets are staked. Custody, possession and control of staked crypto assets will not be transferred to validators. Your staked crypto assets will not leave Newton’s
omnibus accounts with the Custodian and your crypto assets will continue to be attributed to your account on the Platform.

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m) Crypto Assets staked using the Staking Functionality may be subject to technical restrictions specified by the respective blockchain protocol. As described in the Newton TOU, some blockchain protocols impose lock-up periods upon staking, where the staked Crypto Assets cannot be withdrawn until the lock-up period has elapsed (also known as “bonding periods”. Other blockchain protocols may also impose lock-up periods when Crypto Assets are unstaked (also known as “unbonding periods”). During these lock-up periods, previously staked Crypto Assets cannot be transferred and may not accrue staking rewards. 

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n) As the reward yields, reward payout schedule and lock-up periods may vary significantly between Crypto Assets, please refer to the Crypto Asset Statement of each respective Crypto Asset eligible for staking using the Staking Functionality.

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o) Unless otherwise stated in the applicable Crypto Asset Statement, notwithstanding any lock-up periods that may apply to a PoS blockchain network, Newton may make commercially reasonable efforts to allow you to sell or transfer Crypto Assets immediately after unstaking them; however, this is subject to Newton having sufficient liquid Crypto Assets necessary for it to fulfill client instructions to sell or transfer the Crypto Assets. As a result, you may be unable to sell or transfer previously staked Crypto Assets until the applicable lock-up period elapses. Due to the volatility of Crypto Asset prices, staked Crypto Assets may decline in value relative to fiat currency while lock-up periods are in effect.

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p) Applicable laws, rules and interpretations and judicial and similar decisions may affect Newton’s ability to offer staking services, including the Staking Functionality, on the Platform and may adversely affect the value, use and transfer of your Crypto Assets and the operations of the Staking Functionality on the Platform.. 

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q) The tax treatment of certain crypto-asset transactions is uncertain and it is your responsibility to determine what taxes, if any, arise from all transactions with your crypto assets, including the staking of Crypto Assets on the Platform. You are solely
responsible for reporting and paying all taxes arising from or related to your Crypto Assets, including from the staking of Crypto Assets. Newton does not provide any investment, legal, tax or other advice to you in connection with staking services, the Staking Functionality or otherwise. You should conduct your own due diligence and consult your own advisors before making any decision to participate in staking services of your Crypto Assets using the Staking Functionality.

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Newton is offering Crypto Contracts on crypto assets in reliance on a prospectus exemption contained in the exemptive relief decision Re Newton Crypto Ltd. dated March 8, 2024(the Decision). Please be aware that the statutory rights in section 130.1 of the Securities Act (Ontario) and, if applicable, similar statutory rights under the securities legislation of each other province and territory in Canada, do not apply in respect of this Risk Statement or a Crypto Asset Statement to the extent a Crypto Contract is distributed under the prospectus relief in the Decision.

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