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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 Quant 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 Quant 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 Quant 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

Quant is an operating system for blockchains, aiming to solve the program of interoperability in the blockchain space — in other words, the problem that various blockchains have in communicating with one another.  Quant is designed as an operating system distributed ledger, and uses the Overledger Network to connect different blockchain networks to one another.  One of the co-founders of Quant, Gilbert Veridian, worked as the CISO of vocalink, the CIO of NSW ambulance, and the security lead of the Ministry of Justice in the UK prior to founding Quant.  The other co-founder of Quant, Dr. Paolo Tasca, served as special advisor on blockchain technologies for the EU parliament, United Nations, and several banks worldwide prior to his time at Quant.

Quant’s token, QNT is a utility token used to pay for operations on the Overledger Network, as the cost of running the Gateways and performing read/write operations on Overledger requires the use of the QNT tokens.

Risks of Quant

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

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

Newton’s Evaluation Process

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

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

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

A link to the Quant White Paper is available at the following link.