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Newton Crypto Ltd.

2024-03-08 | Director's Decision | Securities Act, 11-102, 31-103, 91-506, 91-507 | Derivatives, Issuers, Registrants | https://www.osc.ca/en/securities-law/orders-rulings-decisions/newton-crypto-ltd-1

Statute cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53 and 74. Instrument, Rule or Policy cited: 1. Multilateral Instrument 11-102 Passport System, s. 4.7. 2. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3. 3. OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4. 4. OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.


The Securities Commission granted a time-limited exemption to a filer, allowing it to distribute Crypto Contracts and operate a platform for trading, depositing, withdrawing, and staking crypto assets. This relief is subject to conditions including investment limits, account appropriateness, and disclosure and reporting requirements. The exemption is valid for 12 months from the decision date.

Underpinning laws and regulations include the Securities Act, R.S.O. 1990, c. S.5, as amended, particularly sections 1(1), 53, and 74. Relevant instruments and rules cited are Multilateral Instrument 11-102 Passport System, s. 4.7, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3, OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4, and OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.

The filer is a restricted dealer registered in all Canadian provinces and territories and has previously received similar exemptive relief. It is working towards becoming a registered investment dealer and a member of the Canadian Investment Regulatory Organization (CIRO). The decision is tailored to the filer’s circumstances and is not to be viewed as a precedent for other applicants.