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

No securities regulatory authority in Canada has expressed an opinion about NEAR 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 NEAR 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 Re Newton Crypto Ltd. dated March 12, 2025. 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 NEAR 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

The primary purpose of NEAR Protocol is to provide a robust and developer-friendly platform for building decentralized applications. The project addresses the scalability trilemma, which highlights the difficulty of achieving scalability, security, and decentralization simultaneously. NEAR Protocol is designed to balance these three pillars, allowing developers to create applications that deliver high performance, strong security, and an accessible user experience. NEAR is the native token of the NEAR Protocol blockchain, and is used for purposes such as staking to help secure the network, paying transaction and storage fees, and participating in on-chain governance. 

Key Features and Technological Aspects of NEAR

• Sharding: NEAR Protocol employs a dynamic sharding architecture to enhance scalability. The network is divided into independent subsets called shards, which process transactions and execute smart contracts in parallel. This structure enables the network to increase throughput as demand grows and helps achieve near-instant finality for most transactions.

• Nightshade Consensus Mechanism: NEAR Protocol utilizes a unique consensus mechanism called Nightshade, which combines proof-of-stake (PoS) and thresholded proof-of-stake (TPoS) algorithms. This hybrid consensus mechanism enhances security and decentralization while minimizing the energy consumption associated with traditional proof-of-work (PoW) systems.

• User Experience and Onboarding: NEAR emphasizes simplicity and accessibility for both users and developers. The protocol supports human-readable account names and provides extensive documentation, intuitive tooling, and a streamlined development environment. Developers can build applications using familiar programming languages such as Rust, AssemblyScript, and TypeScript. This lowers technical barriers to entry and encourages broader participation from the developer community.

• Ecosystem and Partnerships: NEAR Protocol actively fosters an ecosystem of developers, projects, and partnerships. Through grants, investments, and support programs, NEAR Protocol encourages developers to build innovative dApps on the platform. The project has formed strategic partnerships with prominent companies and projects such as Decentraland, Chainlink, and Flux to expand its reach and enable interoperability with other blockchain networks.

Risks of NEAR

Like an investment in other crypto assets, an investment in NEAR 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 NEAR 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 NEAR.

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 NEAR.  We encourage all Newton users to perform their own due diligence to assess the risks associated with NEAR and to determine whether this level of risk is acceptable to them.  Neither NEAR nor Newton guarantees the value of NEAR, and holders of NEAR will not have any recourse to NEAR or Newton if the value of NEAR declines for any reason whatsoever.

Newton’s Evaluation Process

Newton has reviewed and assessed NEAR prior to making it available on the Newton Platform and has concluded that NEAR 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 NEAR 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 NEAR, including an opinion that NEAR is not itself a security and/or derivative.

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

• The creation, governance, usage, and design of NEAR, including the source code, security, and roadmap for growth in the developer community and, if applicable, the background of the developer(s) that created NEAR.
• The supply, demand, maturity, utility, and liquidity of NEAR.
• Material technical risks associated with NEAR, including any code defects, security breaches and other threats concerning NEAR 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 NEAR, including (i) any pending, potential, or prior civil, regulatory, criminal, or enforcement action relating to the issuance, distribution, or use of NEAR, 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 NEAR about whether NEAR, or generally about whether the type of crypto asset, is a security and/or derivative.

A link to the NEAR Protocol White Paper is available at the following link.

Addendum to Crypto Asset Statement (NEAR)

How Does NEAR staking work?

NEAR Protocol utilizes a unique consensus mechanism called Nightshade, which combines proof-of-stake (PoS) and thresholded proof-of-stake (TPoS) algorithms. Validators are responsible for verifying transactions, maintaining on-chain records, and producing new blocks on the blockchain. Validators must meet specific requirements to join the active validator set, while regular token holders can delegate their NEAR to these validators to participate in staking without running their own node.

Staking rewards are distributed to both validators and delegators at the end of each epoch, based on total stake and validator performance. Validators may take a commission fee from the rewards earned by delegators. Please see “Staking Fees” below. Staked tokens remain locked for the duration of the epoch, and can be withdrawn or redelegated once the epoch ends.

Supported Validators

The infrastructure providers of the validator nodes that Newton arranges to stake NEAR with and the total fees for staking NEAR are set out below under the heading Staking Asset Supplementary Disclosure: NEAR.

Approved validators will receive a fee (a Validator Commission) based on a percentage of staking rewards earned from the delegated NEAR. The Validator Commission is determined by the respective validators and will be deducted by the NEAR protocol upon the distribution of staking rewards. The estimated annual percent yield (APY) presented in-app is inclusive of this fee.

Epochs

Activity on NEAR Protocol is partitioned in time, into epochs, with each epoch being of approximately 12 hours. 

Staking Rewards

At the protocol level, staking rewards for staked NEAR are computed once per epoch. Rewards accrued in a given epoch are issued to all participants (validators) in the first block of the following epoch. When rewards are received, Newton will calculate and distribute your share of NEAR staking rewards to your respective account on a weekly basis, following an initial warm-up period of one epoch. For each rewards distribution period, your share of NEAR staking rewards is proportional to the amount of NEAR that you had staked when the reward period began. When you unstake your NEAR, you may be ineligible to receive any staking rewards for that period.

Staking Fees

Newton charges you a fee equal to a percentage of staking rewards to be received by or attributed to your staked NEAR through Newton’s Platform. The amount of the fee for staking NEAR is set out below under the heading “Staking Asset Supplementary Disclosure: NEAR Protocol (NEAR) next to “Reward Fee”. This fee includes the Validator Commission described above along with Newton’s staking fee, and is deducted prior to any staking rewards being distributed to your account.

Custody of Staked NEAR

NEAR staked through Newton’s Platform are staked from dedicated wallets with Newton’s custodian (Coinbase Custody Trust Company) with approved validators. Newton’s custodian will continue to hold the private keys or other cryptographic key material required to control staked NEAR for so long as these assets are staked. Your staked NEAR will not leave Newton’s omnibus accounts with the cold wallet custodian and your NEAR will continue to be attributed to your account. 

Staking Asset Supplementary Disclosure: NEAR Protocol (NEAR)

Prior to staking any NEAR, please review Newton’s Platform Risk Statement and the Crypto Asset Statement for NEAR.

NEAR can be staked on the Newton Platform. The following is a summary of the key fees, bonding periods, and other relevant factors to staking NEAR on Newton’s Platform. This disclosure is in addition to and should be read with the risk information provided in Newton’s Platform Risk Statement and the other elements of this Crypto Asset Statement for NEAR.

Newton arranges to stake NEAR with validator nodes operated by the following infrastructure providers:

* Rewards are expressed as a percentage of units of the crypto asset staked and not the Canadian dollar value of crypto assets staked.