This information relates to the Customer’s purchase, holding and sale of ether and the Customer’s contractual right to ether (“Crypto Contracts”). Please read this information statement in its entirety.
This information statement does not disclose all of the risks or relevant considerations of entering into a Crypto Contract with Fidelity Clearing Canada ULC (“FCC”) or in connection with the purchase, holding or sale of ether. The ether will be custodied at Fidelity Digital Asset Services, LLC (“FDAS”). A summary of the risks applicable to all digital assets, including ether, was previously provided to the Customer.
No securities regulatory authority has expressed an opinion about any of the Digital Assets made available through FCC’s platform, including an opinion that they are not themselves securities and/or derivatives.
While FCC is a member of the Canadian Investor Protection Fund (“CIPF”), ether or the crypto contracts arising from the purchase or sale of ether are not protected by CIPF at this time.
What is Ether?
Ether, often referred to as “virtual currency” or “digital currency”, is the native unit of account on the Ethereum network (the “Network”), an online, end-user-to-end-user computer network that hosts a public transaction ledger and that is governed by source algorithmic protocols.
Risks of Investing in Ether
Short History Risk
The Network and ether as a digital asset or token have a limited history. There is no assurance that the use of ether and its Network will continue to grow. It is not clear how all elements of ether will develop over time, including with respect to governance between miners, developers and users. The ether community has successfully navigated technical and political challenges since its inception, and the history of open source software development indicates that a vibrant community is able to change the software under development at a pace sufficient to stay relevant. However, the continuation of such a community is not guaranteed.
Volatility in the Price of Ether
The ether market is sensitive to new developments, and any significant change in market sentiment can induce large swings in volume and price.
The price of ether on public trading platforms has a limited history and is influenced by many factors, including the levels of liquidity on trading platforms. Even the largest trading platforms have been subject to operational interruption, limiting the liquidity of ether on the trading platform market and resulting in volatile prices and a reduction in confidence in the network and in the trading platform market generally.
Momentum pricing of ether results in speculation regarding future appreciation in the value of ether, making it more volatile.
Despite the advantages of the Network over other digital protocols, it is possible that another digital asset could become more popular and reduce ether’s market share.
Potential Decrease in Global Demand for Ether
As a currency, ether must serve as a means of exchange, store of value and unit of account. For many people, it has become an international means of exchange. Speculators and investors use ether as a store of value, creating further demand. If consumers stop using ether as a means of exchange, or its adoption slows, then ether’s price may suffer.
Ether may not maintain its long-term value in terms of purchasing power in the future and its acceptance for payments by mainstream retail merchants and commercial businesses may not continue to grow.
Financial Institutions may Refuse to Support Transactions Involving Ether
Banks and other financial institutions may refuse to process funds for ether transactions, process wire transfers to or from trading platforms, ether-related companies or service providers, or maintain accounts for persons transacting in ether.
Lack of Insurance
Neither FCC nor FDAS will maintain insurance against risk of loss of ether held for its customers, as such insurance is not currently available in Canada on economically reasonable terms.
FDAS holds most of the ether that it custodies offline in “cold storage”. Digital Assets held in cold storage are protected by FDAS’ security measures, which reflect best practices in the payment industry generally and in the crypto asset space in particular. Ether may also be temporarily held online in a “hot wallet” at FDAS. FDAS currently maintains insurance coverage for digital assets held by it, whether in a “hot wallet” or in its cold storage system. The amount and continuing availability of this coverage are subject to change at FDAS’ sole discretion.
Residency of FDAS
FDAS is resident outside Canada and all or a substantial portion of its assets are located outside Canada. As a result, anyone seeking to enforce legal rights against it in Canada may find it difficult to do so.
Top Ether Holders control a Significant Percentage of the Outstanding Ether
The founders of the Network may control large amounts of ether. There are several addresses outside of digital asset trading platforms that have large holdings of ether. While there appear to be few concentrated holders of ether based on individual addresses, some holders may have their ether spread across multiple addresses.
Regulation of Ether
The regulation of ether continues to evolve in North America and within foreign jurisdictions, which may restrict the use of, or otherwise impact the demand for, ether.
Loss of “Private Keys”
The loss or destruction of FCC’s “private keys” could prevent FCC from accessing its customers’ ether. Loss of these private keys may be irreversible and could result in the loss of all or substantially all of a customer’s ether held with FDAS.
Holdings may Become Illiquid
A customer may not always be able to sell his/her/its ether at a desired price. It may become difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in the marketplace, including on trading platforms, or where there is a shortage of ether in the marketplace. Unexpected market illiquidity may cause major losses to the holders of ether.
Ether transfers are irreversible. An improper transfer where ether is sent to the wrong person, whether accidentally or resulting from theft, can only be undone if the receiver agrees to send the ether back to the original sender in a subsequent transaction.
Uncertain Regulatory Framework
Due to ether’s short history and its emergence as a new asset class, regulation of ether is still a work in progress. For example, in the United States the Commodity Futures Trading Commission has ruled ether a commodity, while the Internal Revenue Service has ruled it a property. The U.S. Securities and Exchange Commission and the Canadian securities regulators generally take the view that ether is a commodity; however, they have not made a formal statement regarding its classification.
The Department of Finance (Canada) introduced proposed amendments to the Excise Tax Act that, if enacted as proposed, would treat ether as a “financial instrument”, analogous to shares, for purposes of the Excise Tax Act (Canada) and the application of the goods and services or harmonized sales tax. Meanwhile, other jurisdictions, like the European Union, Russia and Japan have moved to treat ether like a currency for taxation purposes.
Because the crypto asset markets are largely unregulated today, many marketplaces and counterparties that trade or facilitate trading exclusively in crypto assets are not subject to registration or licensing requirements with any regulatory body and, therefore, are not directly subject to the requirements that apply to financial services firms. This regulatory uncertainty and any future introduction of, or change to, applicable regulation may impact you.
Risks Associated with the Network
Dependence on Ether Developers
While many contributors to the Network’s software are employed by companies in the industry, most of them are not directly compensated for helping to maintain the protocol. As a result, there are no contracts or guarantees that they will continue to contribute to the Network’s software.
Issues with the Cryptography Underlying the Network
Although the Network is an established digital asset network, it and other cryptographic and algorithmic protocols that govern the issuance of digital assets represent a new and rapidly evolving industry that is subject to many factors that are difficult to evaluate. In the past, flaws in the source code for digital assets have been exposed and exploited. The cryptography underlying ether could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in this cryptography becoming ineffective. In any of these circumstances, a malicious actor could take the customer’s ether. If the functionality of the Network is negatively affected, it may no longer be attractive to users.
Disputes on the Development of the Network may Lead to Delays
Contributors to the Network and miners supporting the Network may not agree on how to build and maintain the software. The community often moves slowly on contentious protocol issues.
Increase in Ether Interest may Affect Ability of the Network to Accommodate Demand
One of the most contentious issues within the ether community has been around how to scale the Network as user demand increases. It will be important for the community to continue to develop at a pace that meets the demand for transacting in ether.
The Blockchain may Fork and/or Split
The Network’s software and protocol are open source. When a modification is released by the developers and a substantial majority of miners consent to the modification, the change is implemented and the Network continues uninterrupted. However, if a change is activated without this level of consent, and if the change is not compatible with the existing software, the consequence is known as a “hard fork” (i.e. a split) of the Network and the blockchain. One blockchain is maintained by the pre-modified software and a second by the post-modification software. The effect is that both blockchain algorithms run in parallel to one another, but each builds an independent blockchain with independent native assets.
There is precedent for this occurring. In June 2016, a hard fork in the Network led to the existence of Ethereum Classic and Ethereum. Future forking events could be detrimental to the value of the Network.
FCC shall determine which branch of the blockchain it will support, and it is under no obligation to support any other forks or versions.
How a customer deals with a fork in the blockchain is ultimately that customer’s decision. There will likely be many factors relevant to such decision, including the value and liquidity of the new/replacement asset and whether a disposition of such that asset would trigger a taxable event.
Ether may become subject to an occurrence similar to a fork, known as an “air drop”. In an air drop, the promoters of a new digital asset announce to holders of another digital asset that they are entitled to claim a certain amount of the new digital asset for free. For example, in March 2017, the promoters of Stellar Lumens announced that anyone that owned bitcoin as of June 26, 2017 could claim, until August 27, 2017, a certain amount of Stellar Lumens. A customer may or may not participate in an air drop, and may or may not be able to realize the economic benefits of holding the new digital asset.
Dependence on the Internet
Miners relay transactions to one another via the internet, and when blocks are mined they are forwarded via the internet. Companies access blockchain via the internet, and most customers access these companies via the internet. Thus, the entire system is dependent upon the continued functioning of the internet.
Risk if Entity Gains 51% Share of the Network
If an entity gains controls over 51% of the compute power, that entity could use its majority share to double-spend ether. Essentially, it would send ether to one person, which is confirmed in the existing blockchain, while also creating a shadow blockchain that sends the same ether to another person under its control. After a period of time, the entity can release its hidden blockchain and reverse the previously confirmed transactions. Because of how mining works, that new blockchain will become the record of truth.
Possible Changes in Transaction Fees
Miners collect fees for each transaction they confirm. They do this by adding previously unconfirmed transactions to new blocks in the blockchain. Miners have historically accepted relatively low transaction confirmation fees because of their low marginal cost of validating unconfirmed transactions. If miners start to demand higher fees, this could reduce the attractiveness of the Network.
Attacks on the Network
The Network is periodically subject to distributed denial of service attacks to clog the list of transactions being tabulated by miners, which can slow the confirmation of authentic transactions. Another avenue of attack would be to take a large number of miners offline. As it could take some time before the difficulty of the mining process algorithmically adjusts, block creation time could be stalled, as well as transaction confirmation time. To date, these scenarios have not plagued the Network for long or in a systemic manner.
Decrease in Block Reward
If there is a material decrease in the block reward, miners may cease to provide their computational power to the consensus mechanism for the blockchain.
Competitors to Ether
To the extent that a competitor to ether gains popularity and greater market share, the use and price of ether may be negatively impacted. Ether and the price of ether may also be negatively impacted by competition from incumbents in the credit card and payments industries.
Significant Energy Consumption to Run the Network
Because of the significant computing power required to mine ether, the Network’s energy consumption may ultimately be deemed to be, or become, unsustainable, barring improvements in efficiency that could be designed for the protocol. This could pose a risk to the broader and more sustained acceptance of the network as a peer-to-peer transactional platform.
Moving from Proof-of-work to Proof-of-Stake Consensus Mechanism
The Network is moving from a proof-of-work algorithm to a proof-of-stake mechanism that may result in users potentially adopting the new mechanism or rejecting it in favour of other rt contract protocols.
Application of Certain Securities Laws
The rights in section 130.1 of the Securities Act (Ontario), and similar rights under the securities legislation of the other provinces and territories of Canada, do not apply in respect of the Risk Statement or this Digital Asset Statement. For ease of reference, section 130.1 of the Securities Act (Ontario) is reproduced below:
Liability for misrepresentation in offering memorandum
130.1 (1) Where an offering memorandum contains a misrepresentation, a purchaser who purchases a security offered by the offering memorandum during the period of distribution has, without regard to whether the purchaser relied on the misrepresentation, the following rights:
1. The purchaser has a right of action for damages against the issuer and a selling security holder on whose behalf the distribution is made.
2. If the purchaser purchased the security from a person or company referred to in paragraph 1, the purchaser may elect to exercise a right of rescission against the person or company. If the purchaser exercises this right, the purchaser ceases to have a right of action for damages against the person or company.
Digital Assets on FCC’s Platform Are Not Securities or Derivatives
Prior to offering a Crypto Contract on a particular Digital Asset, FCC assesses whether the Digital Asset is a security and/or derivative under the securities and derivatives laws of each of the provinces and territories of Canada and the province or territory with which the Digital Asset has the most significant connection. FCC’s assessment includes a review of the history of the Digital Asset (such as how was it created and its applicable governance structure), the characteristics of the Digital Asset, market capitalization and any regulatory concerns relating thereto.
If the Digital Asset is a security or a derivative under the securities or the derivatives laws of a province of territory of Canada, or it becomes characterized as such, then FCC is not permitted to offer that Digital Asset on its platform. Please refer to the Digital Asset Services Client Agreement for the steps that FCC will take to remove a Digital Asset from its platform if it is determined that the Digital Asset is a security or a derivative.
This information was prepared as of August 18, 2022.