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The information contained in this Crypto Asset Statement was last updated on February 6, 2025

No securities regulatory authority in Canada has expressed an opinion about WLD or any of the other Crypto Contracts or Crypto Assets made available through Newton Crypto Ltd. (Newton) on the Newton Platform, including an opinion that WLD itself is not a security and/or derivative.  Changes to applicable law may adversely affect the use, transfer, exchange, or value of any of your crypto assets, and such changes may be sudden and without notice.

Newton is offering Crypto Contracts in reliance on a prospectus exemption contained in the exemptive relief decision, dated March 8, 2024.  The statutory rights of action for damages and the right of rescission in section 130.1 of the Securities Act (Ontario) and similar legislation in the other provinces and territories of Canada would not apply in respect of a misrepresentation in this Crypto Asset Statement or the Newton Platform Risk Statement.

This overview provides a summary of certain risks associated with WLD and is not an exhaustive description or summary of these risks and, in addition, does not take into account an individual’s particular situation or risk tolerance.  Investors are encouraged to conduct their own research prior to trading any crypto asset.

Newton users should read the Newton Platform Risk Statement for additional discussion of general risks associated with crypto assets made available through the Newton platform. A copy of the Newton Platform Risk Statement acknowledged by you is available in your account in the “Statements & Reports” section.

Token Description & Project Background

Worldcoin (WLD) is a cryptocurrency designed to create a universal financial and identity system that is accessible to everyone, regardless of geographical or economic status. By combining blockchain technology with biometric verification, Worldcoin aims to provide secure and inclusive access to digital finance while ensuring unique identity verification through its proof-of-personhood system.

Key Features and Interesting Facts about Worldcoin (WLD):

• Universal Digital Identity (World ID): Worldcoin uses biometric verification to create a unique, verifiable identity for each person, preventing fraud and enabling secure digital interactions.
• Borderless and Inclusive Financial System: WLD allows for seamless, low-cost global transactions, making financial services accessible to those without traditional banking access.
• Orb Technology for Secure Verification: The Orb, a specialized biometric device, scans individuals’ irises to confirm their uniqueness, ensuring fair and tamper-proof distribution of WLD tokens.
• Governance and Utility Token: WLD serves as both a governance token for decentralized decision-making and a medium of exchange within the Worldcoin ecosystem.

Background Information:

Worldcoin was co-founded by Sam Altman, CEO of OpenAI, alongside Alex Blania and Max Novendstern. The project’s mission is to establish a fair and universally accessible financial system by distributing WLD tokens to verified individuals. With its innovative approach to digital identity and decentralization, Worldcoin is shaping the future of global finance.

Risks of WLD

Like an investment in other crypto assets, an investment in WLD includes the following general risks:  (i) volatility risk and liquidity risk, (ii) short history risk, (iii) demand risk, (iv) forking risk, (v) code defects, (vi) regulatory risk, (vii) electronic trading risk, and (viii) cyber security risk.

For additional information of general risks associated with crypto assets, you may refer to the Newton Platform Risk Statement.  In terms of specific risks, as WLD is one of the longest-standing crypto assets and its community base is widely decentralized, there is no central working group or authority to disclose material information to the public regarding WLD.

Please note that these risks and the associated summaries or overviews provided for each herein are not intended to be an exhaustive discussion pertaining to all such risks and, in addition, there may be other risks that come with exposure to WLD. We encourage all Newton users to perform their own due diligence to assess the risks associated with WLD and to determine whether this level of risk is acceptable to them.  Neither the WLD team/founders nor Newton guarantees the value of WLD, and holders of WLD will not have any recourse to WLD or Newton if the value of WLD declines for any reason whatsoever.

Newton’s Evaluation Process

Newton has reviewed and assessed WLD prior to making it available on the Newton Platform and has concluded that WLD is not a security or derivative under Canadian securities legislation; however, there is a risk that this conclusion could change in the future and that, in such event, Newton will be required to halt, suspend, and then remove WLD from its platform as described in the Newton Platform Risk Statement.

Further, as indicated above, no Canadian securities regulatory authority has expressed an opinion about WLD, including an opinion that WLD is not itself a security and/or derivative.

Based on publicly available information Newton has reviewed WLD, including, but not limited to, a review of the following:

• The creation, governance, usage, and design of WLD, including the source code, security, and roadmap for growth in the developer community and, if applicable, the background of the developer(s) that created WLD.
• The supply, demand, maturity, utility, and liquidity of WLD.
• Material technical risks associated with WLD including any code defects, security breaches and other threats concerning WLD and its supporting blockchain (such as the susceptibility to hacking and impact of forking), or the practices and protocols that apply to them.
• Legal and regulatory risks associated with WLD, including (i) any pending, potential, or prior civil, regulatory, criminal, or enforcement action relating to the issuance, distribution, or use of WLD, and (ii) statements made by any securities regulatory authorities in Canada, other regulators in IOSCO-member jurisdictions, or the regulator with the most significant connection to WLD about whether WLD, or generally about whether the type of crypto asset, is a security and/or derivative.