MARKETPLACE TRANSPARENCY INFORMATION STATEMENT

Bitbuy Technologies Inc. (“Bitbuy” or “we”) operates a proprietary platform (the “Platform”) that permits clients resident in Canada to purchase, sell, hold, deposit and withdraw Bitcoin, Ether and certain other assets commonly referred to as crypto assets, digital or virtual currencies or digital or virtual tokens that are not themselves securities or derivatives (each a “crypto asset”) through Bitbuy.

This marketplace transparency information statement (this “Statement”) is intended to provide information reasonably necessary to enable a user of the Platform (“you” or “user”) to understand the marketplace operations of Bitbuy. This Statement is presented to you at the time of opening your account and is available to you on the website and mobile applications of Bitbuy. By opening an account on the Platform, you are acknowledging having received, read and understood this Statement.

ACCESS

Access will only be granted to individual users that are: (i) at least 18 years old; (ii) reside in Canada; and (iii) have the legal capacity to open and administer an account.

Access will only be granted to legal entities where: (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) the individual opening the account on the entity’s behalf is duly authorized by such legal entity to act on its behalf; and (iii) such entity or its owners (and any affiliate entity) has not had their access to the Platform previously suspended or terminated.

To receive access, a user must also: (i) agree to be bound by the terms and conditions of use of the Platform (the “Terms”); (ii) complete the Platform’s onboarding process which verifies a participant’s identity and requires participants to submit sufficient information to allow Bitbuy to complete its know-your-client, and suitability obligations under applicable securities and anti-money laundering laws; and (iii) have a Canadian bank account in order to withdraw and deposit funds through the Platform.

Among other purposes, Bitbuy’s onboarding process is designed to tell us whether you are (or are not) a suitable candidate for the Platform. Although we accept applications from all types of investors, Bitbuy may deny you access to the Platform based on your financial resources, investing experience and knowledge, investment objectives, time horizons and risk tolerance. Bitbuy will not unreasonably prohibit or limit your access to our products or services. If you are not approved for an account on the Platform, we will tell you about our decision and the reason for it.

Participants seeking access to Bitbuy’s application programming interface (“API”) are required to complete a questionnaire (the “API User Questionnaire”). The API User Questionnaire asks prospective API users to discuss their level of sophistication, planned trading strategies, experience with API tech algo strategies and understanding of the prohibited uses of the Platform outlined in the Terms. Bitbuy may deny access to its API if a user’s responses to the API User Questionnaire do not demonstrate a sufficient level of sophistication and experience.

Pursuant to the Terms, Bitbuy may suspend or terminate your access to the Platform should you use the Platform in any manner prohibited by Section 31 of the Terms. For more information on these prohibited uses, please see “Rules Governing Trading” below.

In keeping with the “Fair Access” requirements set out in applicable securities laws, Bitbuy does not provide any preferences, benefits, information or special pricing to any user, including any Bitbuy affiliate or related party that may access the Platform.

RISKS RELATED TO TRADING ON THE PLATFORM

For more information on the risks related to operation and trading on the Platform, please review the risk statement published on our website

HOURS OF TRADING

The Platform allows for trading 24 hours a day, 7 days a week.

FEES

Except for trades conducted using the Platform’s Express Trade feature, which are subject to a standard fee of 0.2%, Bitbuy charges “maker” and “taker” fees on the trades conducted on the Platform. The maker and taker model is a way to differentiate fees between trade orders that provide liquidity (“maker orders”) and take away liquidity (“taker orders”). Maker and taker trade orders are charged different fees. A trade order gets the maker fee of 0.1% if the trade order is not matched immediately against an order already on the order book, which adds liquidity. A trade order gets the taker fee of 0.2% if the trade order is matched immediately against an order already on the order book, which removes liquidity. Bitbuy also charges fees on the deposit and withdrawal of cash as well as the withdrawal of crypto assets. No compensation will be paid to Bitbuy by any other party in relation to the Platform. For more information on the fees charged by Bitbuy in connection with its operation of the Platform, please see our fee schedule.

HANDLING OF ORDERS

Types and Entering of Orders

Orders may be entered using one of the Platform’s Express Trade or Pro Trade features or through its application programming interface. Users may only place market and limit orders on the Platform. The Platform does not facilitate indications of interest.

Express Trade

The Platform’s Express Trade feature facilitates the placing of market orders only. The Express Trade order entry screen asks the participant to enter a value for the trade (either in Canadian dollars or the relevant crypto asset) they are seeking to execute in order to receive a quote. Once the participant enters the value desired to be traded, the participant is provided with a quote that is based on a market order trade being placed in the order book at that time. The participant is prompted to accept the quote. In the event that the market changes prior to the participant placing the order, the quote will be cancelled and replaced with an updated price prior to the participant confirming their placing of the order. In other words, because the quote price is based on the order book based at the time of the quote request, if the order is not executed right away, the market may change prior to the participant accepting the quote.

Pro Trade

The Platform’s Pro Trade feature facilitates the placing of market and limit orders. Pro Trade order entry screens provide a list of all posted bids and offers from all participants including both price and volume, which in turn provides the participant with order book depth. All participants entering orders using the Pro Trade feature will have had the benefit of observing the order book both prior to and following the placing of an order.

API

In real time, API users have the ability to request information from the order book and view or perform actions (e.g., bid, offer, cancel, etc.) in a method desired by the API user. The API user has no preferential access to information or order priority. The API user can design their own interface to make use of the same data available to a Pro Trade participant.

Interaction, Matching and Execution of Orders

Orders are entered electronically by users and match according to the established, non-discretionary methods embedded in the Platform’s matching engine. All eligible orders match within the Platform according to a strict price/time priority. Bitbuy offers full depth of book visibility insofar as its order-entry systems make available pre-trade order data and order and trade information in real-time and electronically to users.

Circumstances Where Users Trade with a Liquidity Provider,

An affiliate of Bitbuy, Twenty One Digital Inc. (“21D”), may participate from time to time on the Platform. 21D’s primary business purpose is to support and enhance liquidity and price discovery on the Platform. 21D gathers pricing data from third-party liquidity providers, aggregates that external pricing data and, in turn, places bids and offers across the Platform’s order books. 21D’s trading strategies are designed to provide liquidity around the prevailing market trading price and to offset any purchases or sales simultaneously through third-party liquidity providers. No compensation is provided to 21D for participating on the Platform, although it may earn a spread through its offsetting transactions through third-party liquidity providers by using its capital to perform arbitrage strategies.

Due to potential conflicts of interest arising in connection with 21D’s participation on the Platform, Bitbuy implements specific escalation procedures to ensure appropriate governance oversight: (i) where a user complains about the conduct of 21D; (ii) where 21D is a contra-party to a trade which is requested to be amended, cancelled or corrected (whether the request is made by 21D or the other contra-party); and (iii) in connection with its monitoring and supervision of 21D’s trading activities.

CANCELLATIONS, AMENDMENTS AND CORRECTIONS OF TRADES

Circumstances for Cancellation, Amendment or Correction

Bitbuy may cancel, amend or correct executed trades where: (i) instructed to do so by a regulator; (ii) the cancellation, amendment or correction is requested by a party to the trade, and consent is provided by both parties to the trade; and (iii) the cancellation, amendment or correction is necessary to correct an error caused by a system or technological malfunction of the marketplace systems or equipment, or caused by an individual acting on behalf of Bitbuy, or otherwise for the purpose of mitigating errors made by Bitbuy in order execution.

A cancellation or correction may be appropriate where an order was filled at a price that was excessively different than the prevailing market price at the time of the error and where it was clear that the contra-party was able to capture a significant financial advantage as a result of the error. Where a correction is required due to a Bitbuy technical issue, the trade will be corrected, the contra-party will be notified of the issue and all attempts will be made to resolve the matter in a fair manner. If a user experiences a technical issue that is not a Bitbuy issue, the user may notify Bitbuy of the error and efforts will be made by Bitbuy to resolve the error through discussion with the contra-party.

Process for Users to Request Cancellation, Amendment or Correction

A user wanting to cancel, amend or correct an executed trade can seek the consent of the contra-party to the trade, can request Bitbuy to seek consent from the contra-party or can call the applicable securities regulatory authority, who can then instruct Bitbuy to cancel, amend or correct the trade.

Requests for trade cancellations or amendments must be notified to Bitbuy’s Customer Service Desk promptly on discovery. In general, Bitbuy will not consider requests more than 12 hours after execution of the trade.

Bitbuy assumes no responsibility or liability for trades that are cancelled, amended or corrected.

Determining the Price of a Corrected Trade

The price to which a trade should be corrected will be determined by comparing the expected executable price at the time the trade was placed relative to the price at which the trade was executed. If required, Bitbuy may reference executable pricing at the time the trade was placed from competing marketplaces.

COMPLAINTS AND DISPUTE RESOLUTION

Contact Information

If you have a complaint about Bitbuy’s services, please send a written complaint either: (i) by mail to: Bitbuy Technologies Inc., 341-110 Cumberland Street, Toronto, Ontario; or (ii) by email to: [complaints]@bitbuy.com.

Content of Complaint

In your written complaint, please tell Bitbuy: (i) the issue you experienced; (ii) when it occurred; and (iii) how you expect Bitbuy to respond (e.g., by returning your money, offering an apology, correcting information). Please try to be as specific as possible in describing your complaint so that we can assist you better.

How Bitbuy Responds to Complaints

Bitbuy will typically acknowledge your complaint in writing within 5 business days of receiving it and, in all cases, will attempt to acknowledge your complaint as soon as reasonably practicable. In order to assist you, you may be requested to provide further information.

Bitbuy can resolve your complaint most efficiently if you communicate your complaint as soon as possible, reply promptly for further information requests and keep and provide copies of all relevant documents or other information that are stored outside the Platform.

Bitbuy can resolve your complaint most efficiently if you communicate your complaint as soon as possible, reply promptly for further information requests and keep and provide copies of all relevant documents or other information that are stored outside the Platform.

After acknowledging your complaint, Bitbuy will typically provide a written decision to you within 90 days of receiving your complaint. The written decision will provide: (i) a summary of the complaint; (ii) the results of Bitbuy’s investigation; (iii) a decision to make an offer to resolve the complaint or deny it, and (iv) an explanation of the decision.

If Bitbuy cannot provide you with its decision within 90 days, Bitbuy will contact you to explain that the decision will be delayed and the reasons why Bitbuy was unable to provide the decision within 90 days. Bitbuy will also inform you of the new date for the decision. You may be eligible for the independent dispute resolution service offered by the Ombudsman for Banking Services and Investments (the “OBSI”). If you are a Quebec resident, you can also require Bitbuy to file a copy of your complaint with l’Autorité des marches financiers (the “AMF”). You may also want to consider engaging the free mediation service the AMF offers.

Responding to Bitbuy’s Decision

If you are dissatisfied with our decision or if Bitbuy has not made a decision within 90 days, you may be eligible for the dispute resolution service we subscribe to with the OBSI if: (i) your complaint relates to a trading or advising activity of Bitbuy or by one of its representatives; (ii) you brought your complaint within 6 years from the time that you first knew, or ought to have known, about the event that caused the complaint, and (iii) you file your complaint with OBSI within the following timelines: (A) if Bitbuy does not provide you with its decision within 90 days, you can take your complaint to OBSI any time after the 90-day period; or (B) within 180 days after Bitbuy provides you with its decision if you are not satisfied with it. The OBSI can recommend compensation of up to $350,000. The service is available to you at Bitbuy’s expense. You are not restricted in any way from taking your complaint to a dispute resolution service of your choosing at your own expense. You may also be able to start an action in a civil court.

Legal Advice

You always have the right to go to a lawyer or seek other ways to resolve your complaint. A lawyer will advise you of your options. There are time limits for taking legal action, so any delay could limit your options and your legal rights.

Contact Information for the OBSI

https://www.obsi.ca/en/consumer-complaint-process.aspx

Toll-Free Telephone: 1 (888) 451-4519

Contact Information for the AMF

https://lautorite.qc.ca/grand-public/

Québec: (418) 525-0337

Montréal: (514) 395-0337

Other regions: 1 (877) 525-0337

CRYPTO ASSETS AVAILABLE FOR TRADING ON THE PLATFORM

For more information on the crypto assets made available for trading on the Platform, please review the crypto asset statements Bitbuy publishes on its website. These statements are intended to identify information relevant to understanding the nature, risks and use of the crypto assets made available for trading on the Platform.

CONFLICTS OF INTEREST

For more information on conflicts of interest arising from Bitbuy’s operation of the Platform and the policies and procedures it has implemented to manage them, please review the conflicts of interest policy Bitbuy publishes on its website.

PROCESS FOR PAYMENT

As Bitbuy does not offer margin or leverage, your account will need to be pre-funded to complete any trades on the Platform. Bitbuy allows you to fund your account in Canadian dollars by way of Interac e-Transfer or bank wire. Bitbuy also allows you to fund your account with any of the crypto assets we make available for trading on the Platform that you hold in a personal wallet. Similarly, you are able to withdraw: (i) Canadian dollars from your account using Interac e-Transfer or bank wire; and (ii) crypto assets to a personal wallet. For more information on the steps you need to take to fund your account or withdraw Canadian dollars or crypto assets from the Platform, please visit Bitbuy’s support page.

SETTLEMENT OF TRANSACTIONS

The matching of buyers and sellers takes place via the order book and the Platform’s matching engine. An internal ledger records all transactions that take place between participants for reconciliation purposes. All users transacting in the marketplace must have the necessary funds (either Canadian dollars or crypto assets) to complete the order available in their account prior to being able to enter an order. When an order from a user is matched through the matching engine with another user’s order, an update to the internal ledger takes place. Because all assets are already verified as being available from both the buyer and the seller prior to order entry, all transactions are updated to the internal ledger when matching takes place.

CLIENT ASSETS

How Your Cash Is Handled

Users’ cash assets are held separate from Bitbuy’s own funds in segregated accounts with Credit Union Atlantic, a Canadian financial institution, and People’s Trust, a Canadian trust company. When you wish to purchase crypto assets using cash, you will instruct Bitbuy to transfer the cash held on your behalf with Credit Union Atlantic and/or People’s Trust to fund your purchase. When you sell crypto assets from your account with Bitbuy, the cash proceeds will be transferred by Bitbuy to Credit Union Atlantic and/or People’s Trust. There may be risk in permitting Bitbuy to have access to your cash in this manner insofar as it could be accessed improperly and misused. However, access to your cash is permitted only to settle transactions initiated by you.

How Your Crypto Assets Are Handled

Bitbuy allows and encourages users to withdraw crypto assets purchased on the Platform to their own private wallets. However, Bitbuy recognizes that certain customers may desire the convenience of relying on Bitbuy’s custodial solutions. If you do not withdraw your crypto assets to a personal wallet, Bitbuy stores all of the crypto assets that you own with BitGo Trust Company (“BitGo”), a third-party custodian. BitGo is regulated as a trust company under the Division of Banking in South Dakota. The holding of your crypto assets with a third party custodian may increase certain risks when compared to you holding your assets on a private wallet. In particular, you may be exposed to insolvency risk (credit risk), fraud risk or proficiency risk on the part of Bitbuy. You may also face risk in permitting Bitbuy to have access to crypto assets owned by you that are held with BitGo, in the event that crypto assets could be accessed improperly and misused. Neither Bitbuy nor BitGo will pledge, re-hypothecate or otherwise use your crypto assets in the business of Bitbuy or its affiliates.

RULES GOVERNING TRADING

The rules governing trading on the Platform are contained in Section 31 of the Terms. Pursuant to that provision, users agree to not violate any law, contract, intellectual property or other third-party right or commit a tort, and that they are solely responsible for their conduct while using Bitbuy’s services. Without limiting the foregoing, users are prohibited from:

  • using Bitbuy’s services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying Bitbuy’s services, or that could damage, disable, overburden or impair the functioning of Bitbuy’s services in any manner;
  • using Bitbuy’s services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities;
  • using any robot, spider, crawler, scraper or other automated means or interface not provided by us to access Bitbuy’s services or to extract data;
  • using or attempting to use another user's account without authorization or sub-delegating or otherwise allowing another person to trade using its access to the Platform;
  • attempting to circumvent any content filtering techniques we employ, or attempting to access any service or area of Bitbuy’s services that the user is not authorized to access;
  • developing any third-party applications that interact with Bitbuy’s services without our prior written consent;
  • providing false, inaccurate, or misleading information;
  • encouraging or inducing any third party to engage in any of the activities prohibited by the Terms;
  • using Bitbuy’s services to take advantage of or profit from any technical glitch, malfunction, failure, delay, default or security breach;
  • using any automated means to purchase or sell crypto assets or otherwise using Bitbuy’s services without our prior written consent;
  • impersonating another person;
  • violating the Terms;
  • undertaking any trading activity that could be considered to constitute a manipulative or deceptive practice;
  • violating any market misconduct prohibitions pursuant to applicable securities laws and criminal laws;
  • engaging in an action or communication that creates a misleading impression of the market price for a crypto asset, which includes trading back and forth with another party, knowing that the reason for trading back and forth is to drive the price of a crypto asset up or down;
  • placing orders if you do not intend to trade;
  • committing fraud;
  • colluding with others to help them commit fraud; or
  • acting on information, or tipping another person off, or recommending another person trade on information that is not yet generally disclosed to the general public.

Bitbuy monitors and supervises trading activity to determine whether it is in breach of securities laws or our trading requirements identified in Section 31 of the Terms. Bitbuy may share anonymized data relating to such trading activity with third-party service providers in order to make such determinations. Pursuant to the Terms, users acknowledge that Bitbuy will be responsible for monitoring and supervising trading activity on the Platform and that no securities regulatory authorities will be monitoring or supervising trading activity. If a user’s activity appears, after investigation, to be in breach of securities laws or the trading requirements identified in Section 31 of the Terms, we may:

  • withdraw the user’s right to make any further trades on the Platform;
  • require the user to liquidate its crypto asset holdings on the Platform in an orderly fashion, including requiring that all subsequent proposed sell trades receive our prior approval;
  • when all crypto assets have been sold, require that the use provide us with wire transfer instructions (to a Canadian financial institution) so that we can return its funds and close its account; and
  • report what we know about the prohibited trading activity to relevant securities and law enforcement authorities.