Near (NEAR) - Crypto Asset Statement

PLEASE READ THIS CAREFUL. BY PROCEEDING TO TRANSACT NEAR, YOU ACKNOWLEDGE AND ACCEPT THE STATEMENTS SET OUT BELOW.

About this summary

Ndax Canada Inc. (“Ndax”, “we” and “our”) believes that our users should understand the crypto assets that they are able to trade and stake using our crypto trading platform (the “Platform”). One of the crypto assets we offer on the Platform is NEAR. We created this summary to help you understand the basics of NEAR as well as some of the risks involved in trading in NEAR. While we tried to describe the key features of NEAR, this summary isn’t meant to tell you everything you’d want to know before investing in NEAR. You should also do your own research on NEAR to make sure you are comfortable investing in it.

Description of NEAR

History of NEAR

NEAR started as a machine learning project before it became a blockchain development platform. Former Google exec Illia Polosukhin and Alexander Skidanov, who was lead engineer at MemSQL, started NEAR.ai in 2017. 

Researching program synthesis led the team to explore programmable smart contract platforms and crypto payments. Realizing that the current state of blockchain tech didn’t meet their needs, Illia and Alex gathered a team of engineers and began building NEAR Protocol in August 2018 with the vision of offering developers an easy path to building decentralized applications that can scale to mass usage. 

The network launched in April 2020, became community-operated in September 2020, and passed a vote to enable token transfers in October 2020.

What is NEAR used for

NEAR Protocol is a decentralized application (dApp) platform being built by the NEAR Collective, a worldwide community of researchers, developers, and thinkers that focuses on developer and user-friendliness. Its native NEAR tokens are used to pay for transaction fees and storage on the Near crypto platform. 

Building a “base-layer blockchain,” or a layer-one, makes Near similar to the same level of the ecosystem as projects like Ethereum or Cardano. By doing so, everything in the ecosystem is built on top of the NEAR blockchain, including all developer applications.

How NEAR works

Unlike most blockchain-based platforms, NEAR is built from the ground up to be the easiest in the world for developers and their end users, while still providing the scalability and security needed to serve those users. Specifically, NEAR is designed to make it easier to build decentralized applications, onboard users with a smooth experience, and scale applications seamlessly. 

NEAR uses a technology known as Nightshade to achieve its massive throughput capabilities. The scaling solution sees individual sets of validators process transactions in parallel across multiple sharded chains to improve the overall transaction carrying capacity of the blockchain. This solution differs somewhat from the sharding system used by other blockchains, in that each shard produces a fraction of the next block—known as a "chunk". These are processed and immutably stored on the NEAR blockchain to finalize transactions contained within.

Risks

Before entering into an agreement (a “Crypto Contract”) with Ndax to buy or sell any crypto assets through the Platform, it is important to understand the risks. This overview is a starting point for you to perform your own research prior to investing in a crypto asset. 

Like other crypto assets, there are some general risks associated with investing in NEAR. We describe many of these general risks in the risk statement we publish on our website that you have already acknowledged, including risks relating to: (i) short history; (ii) volatility in the price of crypto assets and loss of liquidity; (iii) potential decrease in global demand for crypto assets; (iv) The blockchains on which crypto assets operate may temporarily or permanently fork or halt; airdrops; (v) issues with the cryptography underlying the Crypto networks; (vi) custodial wallet systems; (vii) uncertainty in regulation and future financial institution support; (viii) currency risks; (ix) concentration risks; (x) electronic trading and dependence on the internet; (xi) cyber security risks; (xii) inadequate due diligence; (xiii) Ndax’s reliance on vendors and third-party service providers; (xiv) liquidity constraints; (xv) no voting rights; (xvi) lack of investor protection insurance; (xvii) commissions and other charges for trading; (xviii) no advise; (xix) transfers; (xx) beta features; (xxi) unforeseeable risks; and (xxii) conflicts of interest. We also point out a risk that is specific to NEAR below. While we tried to describe the key risks associated with NEAR here and in our risk statement, these aren’t all of the risks associated with trading in NEAR. You should also do your own research on NEAR to make sure you are comfortable investing in it.

Conflict of Interest Disclosure

Ndax has assessed potential conflicts of interest associated with the offering, and ongoing availability of NEAR through the Platform. As of the date of this statement, Ndax has not identified any actual, material, or reasonably foreseeable conflict of interest that would be expected to impair our ability to act in the best interests of clients or to make fair, objective, and independent decisions regarding NEAR. Ndax maintains policies and procedures designed to identify, manage, and address conflicts of interest on an ongoing basis and will update our disclosures if any material conflict is identified in the future. For additional information about the material conflicts of interest identified by us, please refer to our Conflicts of Interest Statement, the latest version of which can be found on our Website.

Regulatory Information  

Ndax is a registered investment dealer under securities legislation in all provinces and territories of Canada, and is a member of the Canadian Investment Regulatory Organization (CIRO) and of the Canadian Investor Protection Fund (CIPF). Ndax is offering Crypto Contracts in reliance on a prospectus exemption contained in the exemptive relief decision Re Ndax Canada Inc. dated December 19, 2024 (found here) and under the terms and conditions imposed by CIRO on Ndax’s membership with CIRO (found here). Any fiat currency held in users’ accounts is protected by CIPF’s Investment Dealer Fund in accordance with its Coverage Policy. However, CIPF coverage does not extend to any virtual assets held in users accounts. These assets are not eligible for deposit insurance or any protection from the Canada Deposit Insurance Corporation (CDIC) or CIPF. 

Please be aware that the statutory rights of action for damages and the right of rescission in the securities legislation of each province and territory of Canada do not apply in respect of a misrepresentation in this Crypto Asset Statement. 

Prior to offering a Crypto Contract on NEAR, Ndax assesses whether NEAR is a security and/or a derivative under the securities and derivatives laws of Canada. Ndax’s assessment includes a review of the history of NEAR (such as how it was created and its governance structure), its characteristics, its market capitalization and any regulatory concern regarding NEAR. Based on its assessment, Ndax concluded that NEAR is not a security or a derivative. However, there is a risk that this conclusion could change in the future. In that case, Ndax may be required to halt or withdraw NEAR from trading on the Platform and stop any future trading of Crypto Contracts based on NEAR, and users holding NEAR may be required to liquidate their positions, potentially at a significant loss. In this event, users holding positions in NEAR will be notified via the Platform or other electronic means and advised of the options available to them and any applicable period to sell or withdraw their positions in NEAR.

No Canadian securities regulatory authority has expressed an opinion about NEAR, including an opinion that NEAR is not itself a security and/or derivative. 

Last Updated: August 17, 2026