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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 Render Token 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 Render Token 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 Render Token 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

Render Token is a distributed GPU rendering network built on top of the Ethereum blockchain that aims to create a decentralized GPU that artists and studios can make use of.  Render Token uses an automated proof of work system to ensure that assets have been rendered before payment is released, and their utility token RNDR supports that.  It is Render Token’s mission to democratize GPU rendering and create the largest open-source GPU.  Render Token was founded by their parent company, OTOY, a GPU rendering company.

Render Token’s token, RNDR, is used as a utility token to pay GPU creators on the network, or allow users to be paid for offering up their GPU power.

Risks of Render Token

Like an investment in other crypto assets, an investment in Render Token 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 Render Token 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 Render Token.

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

Newton’s Evaluation Process

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

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

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

A link to the Render Token White Paper is available at the following link.