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The information contained in this Crypto Asset Statement was last updated on August 15, 2022.

No securities regulatory authority in Canada has expressed an opinion about OMG Network 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 OMG Network 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 August 15, 2022.  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 OMG Network 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 OMG Network, formerly known as OmiseGO, runs on the Ethereum blockchain and is designed to be easily integrated into wallets. Its purpose is to allow users to transfer Ethereum tokens faster and more efficiently than transferring them on the Ethereum blockchain directly.

OMG holders can also stake some of their tokens which helps the OMG Network stay secure. Users who stake OMG token are able to earn rewards based on the overall fees that the OMG Network generates from end users.

*Currently, Newton does not provide its users with the ability to participate in the staking of OMG to earn rewards.

Risks of OMG Network

Like an investment in other crypto assets, an investment in OMG Network 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 OMG Network 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 OMG Network.

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

Newton’s Evaluation Process

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

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

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

A link to the OMG Network White Paper is available at the following link.