Newton Crypto Ltd.

Newton Crypto Ltd. (Newton) is admitted to membership in the Canadian Investment Regulatory Organization, as an Investment dealer, effective March 18, 2026.

The head office is located at 1 Toronto Street, Suite 200, Toronto, ON M5C 2V6
Head Office Telephone: +1 833-639-8661

The Executives are:

• D’ALVES, Chantelle - Chief Executive Officer
• SAVONA, Nicholas - Chief Compliance Officer
• LEXOVSKY, James - Chief Financial Officer

Concurrent with the approval of the membership of Newton, the CIRO Board of Directors also granted exemptive relief from certain requirements of the Investment Dealer and Partially Consolidated Rules (IDPC Rules) to Newton. In particular, the Board provided:

• relief from the requirement under IDPC Rule 4456 to maintain a financial institution bond (“FIB insurance") providing coverage for all types of losses specified in that Rule, subject to the conditions described below.
• relief from the requirement under IDPC Rule subsection 4455(1) to have mail insurance that covers 100% of losses from any outgoing shipments of negotiable or non-negotiable securities by registered mail.

1. Authority to Grant Exemptions

IDPC Rule 1302 permits the CIRO Board of Directors to exempt a Dealer Member from any provision of the Rules where it is satisfied that to do so would not be prejudicial to the interests of Dealer Members, their clients or the public. In granting an exemption, the Board may impose such terms and conditions as are considered necessary.

2. Exemptions Granted and Conditions

As is standard for exemption orders of this type, the exemption order also specified that:

• The Board of Directors reserves the right to revoke the exemptive relief granted to Newton, at any time, upon notice to the applicant.
• The exemptive relief is void upon the earliest of the following taking place:
  • The implementation of any material amendments to the rules by CIRO or the provincial securities commissions relating to insurance requirements. CIRO, and not Newton, will determine whether any rule amendments implemented are considered to be related to insurance requirements and are considered to be material, thus rendering this exemption order void.
  • Newton’s breach of any of the representations made in the Application,
  • Newton’s breach of any of the conditions relating to the exemptive relief granted, respect to the Insurance Exemption and Custody Exemption.

Staff will only recommend approval of exemptive relief of this type under exceptional circumstances, and where the Dealer Member demonstrates that it has taken all reasonable steps to comply with CIRO Rules.

In addition, in connection with Newton’s application for membership, Newton made certain representations and agreed to provide certain undertakings to CIRO.

Insurance Exemption

The CIRO Board of Directors granted to Newton exemptive relief from the requirement under IDPC Rule 4456 to maintain FIB insurance providing coverage for all types of losses specified in that Rule.

1. The relief and its conditions apply only to Newton’s distribution of crypto contracts and the operation of a platform that facilitates the buying, selling and holding of crypto assets.
2. Newton shall obtain an FIB policy that provides coverage for all its crypto assets held in internal custody (currently Fireblocks) as well as external custody (currently Coinbase Custody and BitGo), once one becomes available to Newton.
3. Newton will make best efforts to promptly obtain additional or excess FIB coverage with respect to crypto assets held in cold storage to address any coverage deficiency.
4. Newton shall obtain a policy, or other insurance coverage acceptable to CIRO, pertaining to Crypto Assets held that satisfies the following:
   1. the terms and conditions of the insurance policy(s) must be acceptable to CIRO
   2. any insurance deductible under the Policy(s) must be deducted when Newton determines its risk adjusted capital.
5. Newton must ensure that a Newton Trust Account is opened at an “Acceptable Institution” for the purposes of IDPC Rule 1201 and Form 1 and is operated in a manner acceptable to CIRO.
6. Newton must, in the event it determines that it has a coverage deficiency in any of its securities locations, fund the Newton Trust Account dedicated to covering an amount greater than or equal to CIRO’s minimum FIB insurance coverage formula for client assets.   
7. Newton is prohibited from using client free credit cash balances to fund the Newton Trust Account.
8. When determining its risk adjusted capital, Newton must deduct the Trust Account balance.
9. Newton must obtain and review the SOC 2 Type 2 reports from its custodians on an annual basis, and provide an annual SOC 2 report, that includes testing that covers the applicable controls securing its Fireblocks ecosystem.

For questions and further information regarding this Bulletin, please contact [email protected].