DEFTF Defi Technologies Inc New (QB)

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F/A

(Amendment No. 1)

 

☒ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

 

or

 

☐ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

	For the fiscal year ended
	Commission File Number

 

DEFI TECHNOLOGIES INC.

 

(Exact name of Registrant as specified in its charter)

 

Canada		7379		N/A
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number (if applicable))		(I.R.S. Employer Identification Number)

 

198 Davenport Road

Toronto, ON M5R 1J2

(Address and telephone number of Registrant’s principal executive offices)

 

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Copies to:

 

Kenny Choi		Ethan L. Silver
Defi Technologies Inc. 198 Davenport Road Toronto, ON M5R 1J2		Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 Tel: (973) 597-2500

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		DEFT		The Nasdaq Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

For annual reports, indicate by check mark the information filed with this Form:

☐ Annual information form                  ☐ Audited annual financial statements

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A.

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☐     No ☒

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes ☐     No ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

 

Yes ☐     No ☐

 

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

 

 

RISK FACTORS

 

Our business, operations, financial results and prospects are subject to the normal risks of our industry and are subject to various factors which are beyond our control. Certain of these risk factors are described below. The risks described below are not the only ones we are facing. Additional risks not currently known to us, or that we currently consider immaterial, may also adversely impact our business, operations, financial results or prospects, should any such other events occur.

 

Risks Relating to Our Business and Industry

 

There are regulatory risks related to the digital asset industry, and ongoing and future regulatory actions may materially alter our ability to operate.

 

As digital assets have grown in both popularity and market size, governments around the world have reacted differently to digital assets with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, our ability to continue to operate. The effect of any future regulatory change on us or on any digital asset that we may invest in is impossible to predict, but such change could be materially adverse to both us and the digital asset industry as a whole.

 

Governments may, in the future, restrict or prohibit the acquisition, use or redemption of digital assets. Ownership of, holding or trading in digital assets may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject companies in the digital asset industry to additional regulation.

 

Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade digital assets or to exchange digital assets for fiat currency. By extension, similar actions by other governments may result in the restriction of the acquisition, ownership, holding, selling, use or trading of our common shares. Such a restriction could result in us liquidating our digital asset investments at unfavorable prices and may adversely affect our shareholders.

 

There are regulatory risks associated with the Valour products.

 

The Company has neither sought nor received any exemptive relief from regulators in Canada. The Company discusses regulatory compliance with its external legal counsel on a regular basis. With respect to Valour, investments in the ETPs in the light of their exposure to digital assets must always be assessed by every investor based on the circumstances and legal and regulatory conditions applicable to that investor. An investor governed by such conditions may be subject to limited possibilities to invest in the ETPs and/or experience unforeseeable consequences of a holding in the ETPs. The combination of the nature of Valour’s activities, the markets to which it is exposed, the institutions with which it does business and the securities which it issues makes it particularly exposed to national, international and supranational regulatory action and taxation changes. The scope and requirements of regulation and taxation applicable to the Company continues to change and evolve and there is a risk that as a result it may prove more difficult or impossible, or more expensive, for Valour to continue to carry on their functions in the manner currently contemplated. This may require that changes are made in the future to the agreements applicable to Valour and may result in changes to the commercial terms of the ETPs and/or the inability to apply for and redeem ETPs and/or compulsory redemption of some or all of the ETPs and/or disruption to the pricing thereof.

 

Valour Cayman and VDSL are companies which are regulated by various laws and regulations of the Cayman Islands and Jersey, respectively. Furthermore, the ETPs issued by Valour are subject to the rules and regulations of the exchanges such ETPs are listed on and of the countries under which the relevant prospectuses are qualified in. Valour Cayman and VDSL cannot fully anticipate all changes that in the future may be made to laws and regulations to which Valour Cayman, VDSL and their ETPs are subject to in the future, nor the possible impact of all such changes. Valour Cayman and VDSL’s ability to conduct its business is dependent on the ability to comply with rules and regulations.

 

 

If the Company was found to be in breach of regulations applicable to Valour Cayman or VDSL, it could result in fines or adverse publicity which could have a material adverse effect on the business which in turn may lead to decreased results of operations and the company’s financial condition.

 

Valour Cayman or VDSL’s involvement in such proceedings or settlements as well as potential new legislation or regulations, decisions by public authorities or changes regarding the application of or interpretation of existing legislation, regulations or decisions by public authorities applicable to Valour Cayman or VDSL’s operations, the ETPs and/or the underlying assets, may adversely affect Valour Cayman or VDSL’s business or an investment in the ETPs.

 

The impact of any detrimental developments in the underlying digital asset’s regulation on Valour Cayman and VDSL’s ETPs becomes evident by considering an ETP’s product nature: An Exchange Traded Product is a financial instrument traded – like a share - on a stock exchange whereby typically the aim is to provide the same return as a specified benchmark or asset (before fees). Although ETPs can take a number of forms (ETFs/ETCs/ETNs), they share some common characteristics. ETPs are designed to replicate the return of an underlying benchmark or asset, with the easy access and tradability of a share or digital asset (that otherwise may only be bought via a decentralized exchange wallet-setup). Investors can benefit from the broad diversification of a benchmark, gaining exposure to hundreds or thousands of individual underlying securities – or digital assets - in a single transaction. Additionally, the wide range of asset classes covered by ETPs opens up more exotic investment areas which historically could only be accessed by institutional investors (such as individual commodities, emerging markets or digital assets). ETPs generally do all this with a lower fee than actively managed funds and therefore compete with traditional index funds on cost.

 

Valour’s ETPs are non-interest-bearing debt securities that are designed to track the return of an underlying digital/digital asset. While VDSL’s ETPs are collateralized, the current Valour Cayman ETP program in place does not provide that those securities are collateralised. Although their yield references an underlying benchmark or asset, the Valour Cayman ETPs are similar to unsecured, listed bonds. As such, Valour Cayman’s ETPs are entirely reliant on the creditworthiness of Valour as issuing entity. Hence, generally a change in that creditworthiness might negatively impact the value of the ETP, irrespective of the performance of the underlying benchmark or digital/digital asset.

 

Valour Cayman’s policy is always to hedge 100% of the market risk in the underlying asset. Hedging is done continuously and in direct correspondence to the issuance of ETPs to investors. In order to hedge its exposure to each digital asset, Valour Cayman transacts with digital asset exchanges operating outside of the United States to buy and sell the digital assets which the ETPs track. Valour may lend or stake such digital assets on its balance sheet to generate revenue in accordance with the policies in the Base Prospectus. Lending or staking transactions are only conducted with institutional-grade counterparties and only up to a certain percentage for risk management purposes in accordance with Valour’s Lending and Staking Policy.

 

Our DeFi Alpha business line is nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in every jurisdiction and are not assured to be profitable.

 

Our Switzerland-based DeFi Alpha trading business (our “trading business”) began operations in 2024. The focus is on arbitrage trading opportunities in the digital asset space with low risk in both centralized and decentralized markets (with minimal market or protocol exposure), thereby minimizing downside revenue volatility. Our trading business is nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in every jurisdiction and is not assured to be profitable. Our trading business is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues, any of which could have a material adverse effect on us and may force us to reduce or curtail operations.

 

Our DeFi Alpha trading business model has not been fully proven, and we have limited financial data that can be used to evaluate our current trading business and future prospects, which subjects us to a number of uncertainties, including our ability to plan for, model and manage future growth and risks. Our historical revenue growth should not be considered indicative of our future performance. There is no assurance that we will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of the early stage of operations. Even if we accomplish these objectives, we may not generate the anticipated positive cash flows or profits. No assurance can be given that we will ever be successful in our operations and operate profitably. We may fail to be able to implement our investment or trading strategies, achieve our investment objectives or produce a return for our investors.

 

 

We may fail to develop and execute successful investment or trading strategies.

 

The success of our investment and trading activities will depend on the ability of the investment team to identify overvalued and undervalued investment opportunities and to exploit price discrepancies. This process involves a high degree of uncertainty. No assurance can be given that we will be able to identify suitable or profitable investment opportunities in which to deploy our capital. The success of the trading activities also depends on our ability to remain competitive with other over-the-counter traders and liquidity providers. Competition in trading is based on price, offerings, level of service, technology, relationships and market intelligence. The success of investment activities depends on our ability to source deals and obtain favorable terms. Competition in investment activities is based on relationships, the ability to offer strategic advice to portfolio companies and reputation. The barrier to entry in each of these businesses is very low and competitors can easily and will likely provide similar services in the near future. The success of our venture investments and trading business could suffer if we are not able to remain competitive.

 

We may make, or otherwise be subject to, trade errors.

 

Errors may occur with respect to trades executed on our behalf. Trade errors can result from a variety of situations, including, for example, when the wrong investment is purchased or sold or when the wrong quantity is purchased or sold. Trade errors frequently result in losses, which could be material. To the extent that an error is caused by a third party, we may seek to recover any losses associated with the error, although there may be contractual limitations on any third party’s liability with respect to such error.

 

Our trading orders may not be timely executed.

 

Our investment and trading strategies depend on the ability to establish and maintain an overall market position in a combination of financial instruments. Our trading orders may not be executed in a timely and efficient manner because of various circumstances, including, for example, trading volume surges or systems failures attributable to us or our counterparties, brokers, dealers, agents or other service providers. In such an event, we might only be able to acquire or dispose of some, but not all, of the components of our positions, or if the overall positions were to need adjustments, we might not be able to make such adjustments. As a result, we would not be able to achieve our desired market position, which may result in a loss. In addition, we can be expected to rely heavily on electronic execution systems (and may rely on new systems and technology in the future), which may be subject to certain systemic limitations or mistakes, causing the interruption of trading orders made by us.

 

Our trading business and the various activities we undertake expose us to counterparty credit risk.

 

Credit risk is the risk that an issuer of a security or a counterparty will be unable or unwilling to satisfy payment or delivery obligations when due. In addition to the risk of an issuer of a security in which we invest failing or declining to perform on an obligation under the security, we are exposed to the risk that third parties, including trading counterparties, clearing agents, trading platforms, decentralized finance protocols, clearinghouses, custodians, administrators and other financial intermediaries that may owe us money, securities or other assets will not perform their obligations. Any of these parties might default on their obligations to us because of bankruptcy, lack of liquidity, operational failure or other reasons, in which event we may lose all or substantially all of the value of any such investment or trading transaction. When we trade on digital asset trading platforms that specialize in digital asset futures and derivatives, we are exposed to the credit risk of that digital asset trading platform.

 

In the case of loans that are secured by collateral, while we generally expect the value of the collateral to be greater than the value of such loans, the value of the collateral could actually be equal to or less than the value of such loans or could decline below the outstanding amount of such loans. This risk is heightened given that some portion of the collateral for these loans is expected to be digital assets, and thus subject to the volatility, liquidity and other risks detailed herein. Our ability to have access to the collateral could be limited by bankruptcy and other insolvency laws. Under certain circumstances, the collateral could be released with the consent of the lenders or pursuant to the terms of the underlying loan agreement with the borrower. There is no assurance that the liquidation of the collateral securing a loan would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal, or that the collateral could be readily liquidated. As a result, we might not receive full payment on a secured loan investment to which we are entitled and thereby could experience a decline in the value of, or a loss on, the investment.

 

 

We may co-invest with third parties through joint ventures or other entities. Such investments may include risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial difficulties, may have interests or goals that are inconsistent with ours or may be in a position to take action in a manner contrary to our investment objectives. We and our subsidiaries have loaned money to other companies as part of the balance sheet venture investment business and lending business. The return of principal of such loans will depend in large part on the creditworthiness and financial strength of the issuers of such loans. While we perform extensive due diligence on our investments and loans, nonetheless defaults are possible. In the event of a default by a borrower underlying an investment or loan, we might not receive payments to which we are entitled and thereby could experience a decline in the value of our investments in or loans to the borrower. In the case of loans that are secured by collateral, while we generally expect the value of the collateral to be greater than the value of such loans, the value of the collateral could actually be equal to or less than the value of such loans or could decline below the outstanding amount of such loans subsequent to the investment. This risk is heightened given that some portion of the collateral for these loans is often comprised of digital assets, and thus subject to the volatility, liquidity and other risks detailed herein. Our ability to have access to the collateral could be limited by bankruptcy and other insolvency laws. Under certain circumstances, the collateral could be released with the consent of the lenders or pursuant to the terms of the underlying loan agreement with the borrower. There is no assurance that the liquidation of the collateral securing a loan would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal, or that the collateral could be readily liquidated at prices that would generate sufficient proceeds to repay the loans or at all. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. As a result, we might not receive full payment on a secured loan investment to which we are entitled and thereby could experience a decline in the value of, or a loss on, the investment.

 

In derivatives, we may invest in options on digital or non-digital assets. Purchasing and writing put and call options are highly specialized activities that entail greater-than-ordinary investment risks. An uncovered call writer’s loss is theoretically unlimited. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size and strike price, the terms of over-the- counter options (options not traded on exchanges) are generally established through negotiation with the other party to the option contract. While this type of arrangement allows greater flexibility to tailor an option, over-the-counter options generally involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded. As of the date of this registration statement, the availability of exchange-traded and over-the-counter options on digital assets is extremely limited, so terms may be unfavorable in comparison to those available for more firmly established types of options.

 

The failure or bankruptcy of any of our clearing brokers (or futures commission merchants) could result in a substantial loss of our assets. Under the current regulations of the CFTC, a clearing broker maintains customers’ assets in a bulk segregated account. If a clearing broker fails to do so or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that clearing broker’s bankruptcy. In such an event, the clearing broker’s customers, such as us, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing broker’s customers.

 

Digital asset exchanges and other trading venues are relatively new.

 

We and our affiliates manage our holdings of digital asset, DeFi protocol tokens and other digital assets primarily through non-U.S. digital asset exchanges. In particular, Valour transacts primarily through non-U.S. digital asset exchanges to buy and sell the digital assets which its ETPs track. To the extent that digital asset exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in digital asset prices. Digital asset market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, in the past, a number of digital asset exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of these exchanges were not compensated or made whole for the partial or complete losses of their account balances in such exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.

 

 

We face risks related to our staking and lending of digital assets, DeFi protocol tokens and other digital assets.

 

We may stake or lend digital asset assets to third parties, including our affiliates. In the event of a termination of the staking arrangement or loan, the counterparty is required to return the digital assets to us; any gains or loss in the market price during the period would inure to us. In the event of the bankruptcy of the counterparty, we could experience delays in recovering our digital assets. In addition, to the extent that the value of the digital assets increases during the term of the loan, the value of the digital assets may exceed the value of collateral provided to us, exposing us to credit risks with respect to the counterparty and potentially exposing us to a loss of the difference between the value of the digital assets and the value of the collateral. If a counterparty defaults under its obligations with respect to a loan of digital assets, including by failing to deliver additional collateral when required or by failing to return the digital assets upon the termination of the loan, we may expend significant resources and incur significant expenses in connection with efforts to enforce the staking or loan agreement, which may ultimately be unsuccessful.

 

Furthermore, the Company and its affiliates may also pledge and grant security over its digital assets to secure loans. In the event that the Company or its affiliates defaults under its obligations with respect to the loan, including failure to repay the principal amount of the loan or accrued interest, lenders may realize upon its security and take possession to such pledged digital assets.

 

The digital assets that we stake, loan or pledge to third parties include digital assets held by Valour for the purposes of hedging its ETPs. We are exposed to a potentially significant liquidity risk if, for example, the aggregate sale of ETPs exceed the quantum of uncommitted digital asset available to us to satisfy such sale requests. A similar risk applies with respect to individual reserves of each type of digital asset should the sale of ETPs, and correspondingly, the underlying digital asset, exceed our available reserves.

 

The determination as to whether a particular digital asset constitutes a “security” in the United States is uncertain and the regulation of digital assets is uncertain in the light of differences between the SEC’s and CFTC’s approaches to digital asset classification as well as potential legislation.

 

Historically the CFTC and the SEC have not taken consistent positions with respect to the appropriate classification of various digital assets which presents regulatory uncertainty. The classification of a digital asset as a security or a commodity under applicable U.S. federal law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, holding, and clearing of such assets and could materially and adversely affect our business. As detailed below, if certain digital assets in our portfolio were conclusively deemed to be securities by the SEC or a U.S. court, either through a rulemaking or final court order, we could be forced to materially alter our business which could adversely affect our financial condition, business and results of operations, among other things.

 

The SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that has evolved over time, and the outcome of which is difficult to predict. The SEC generally does not provide advance guidance or confirmation as to whether or not it believes that a particular digital asset constitutes a security. Furthermore, the SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. To date, the SEC has not determined through official rulemaking or regulatory guidance that any particular digital asset that we hold or transact in is a security, and only a relatively small number of specific digital assets have been subjected to review by federal courts (none of which are material holdings of our Company). The views and positions of the SEC and its staff with respect to digital assets are subject to continued evolution, detail, and development in the future for a variety of reasons, including as a result of changes to governing administrations, SEC Chair or commissioner appointments, or otherwise. Though the SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether any given digital asset is a security in April 2019, this framework does not constitute an SEC rule or regulation, is not binding on the SEC, and has been updated to account for subsequent judicial or enforcement precedent. Furthermore, while the SEC Division of Enforcement to date has filed complaints against digital asset exchanges, projects and intermediaries, alleging, among other things, that certain digital assets are securities or have been offered as securities, many of these enforcement actions are ongoing, involve particularized facts, and therefore do not provide conclusive direction for digital asset market participants to follow.

 

Of note, public statements by senior officials at the SEC, some of whom no longer hold a role at the agency, indicate that the SEC does not intend to take the position that Bitcoin or Ether are securities (in their current form). Specifically, Chairman Gensler has acknowledged publicly that he does not consider Bitcoin to be a security. Consistent with these public statements, this year the SEC approved 11 spot Bitcoin coin commodity ETFs and eight spot Ether commodity ETFs. The SEC has also dropped its investigation of Consensys Software Inc. in connection with Ethereum 2.0. Notably, to date Bitcoin and Ether are the only digital assets for which officials at the SEC have publicly expressed such a view.

 

The CFTC and its staff have taken the position that certain digital assets fall within the definition of a “commodity” under the U.S. federal commodities and derivatives laws. In his July 2024 testimony before the Senate Committee on Agriculture, Nutrition and Forestry, CFTC Chairman Rostin Benham re-iterated that in a July 2024 decision (CFTC v. Sam Ikkurty A/K/A Sreeniv Asi Rao, et. al, 22-cv-02465 (Northern District of Illinois)(“Rao”)), a federal court “re-affirmed that both Bitcoin and Ether are commodities under the Commodity Exchange Act.” The court in Rao relied on previous precedent from the federal District Court of Massachusetts (CFTC v. My Big Coin Pay, Inc., 334 F. Supp. 3d 492, 498 (D. Mass. 2018) (“My Big Coin Pay”)), which stated that “the [Commodity Exchange Act] only requires the existence of futures trading within a certain class (e.g. “natural gas”) in order for all items within that class (e.g. “West Coast” natural gas) to be considered commodities.” The court in Rao also used the My Big Coin Pay language to determine that two other non- Bitcoin and Ether digital assets also qualify as commodities. The CFTC has further classified other digital assets as commodities in its own enforcement settlement orders and complaints.

 

While both the SEC and CFTC continue to develop distinct positions with respect to digital asset classification and jurisdiction, the U.S. Congress is also moving forward with legislation that would definitively clarify jurisdiction over digital assets between the two agencies. In May 2024, the House of Representatives passed the Financial Innovation and Technology for the 21st Century Act, which would provide the CFTC with primary oversight responsibilities for digital commodity markets. In addition, the U.S. Senate has also been considering legislation that would provide the CFTC with a clearer digital asset market oversight mandate. Notwithstanding the conclusions we may draw based upon existing applicable law and regulations, new case law precedent, market practices, and digital asset architecture and offering histories, there is no certainty that the SEC will not determine that a particular digital asset is a “security” under applicable law at some point in the future.

 

 

We trade our digital asset holdings primarily on non-U.S. digital asset exchanges, which may subject us to regulatory uncertainty in foreign jurisdictions.

 

We buy and sell digital assets primarily on non-U.S. exchanges consistent with the regulatory frameworks applicable to such foreign jurisdictions and outside of the regulatory purview of the SEC. The majority of our digital asset trading activities occur on regulated exchanges located in the European Union (“EU”). In 2023, the EU passed the Markets in Crypto-Assets Act (“MiCA”). The law went into effect in June 2024 and provides a clear framework for offering and trading digital assets, without requiring a determination of the security status of a particular digital asset. While several foreign jurisdictions have taken a broad-based approach to classifying digital assets as “securities,” other foreign jurisdictions, such as Switzerland, Malta, and Singapore, have adopted a narrower approach. As a result, certain digital assets may be deemed to be a “security” under the laws of some jurisdictions but not others. Various foreign jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization of digital assets as “securities.”

 

We primarily trade our digital asset holdings in secondary market transactions on non-U.S. digital asset exchanges that blindly match buyers and sellers, which have been determined to be non-securities transactions by a U.S. federal court.

 

While we trade and hold a substantial amount of digital assets, we only interact with digital assets that we believe would not constitute securities under applicable U.S. federal securities laws. On July 13, 2023, in SEC v. Ripple Labs, et al., 20-cv-10832 (S.D.N.Y) (“Ripple Labs”), in a ruling on both parties’ motions for summary judgment, the court distinguished between bilateral, contractual sales of XRP from Ripple (the issuer) to institutional investors, and “programmatic” sales of XRP on secondary markets that facilitate trading through an order book that blindly matches buy and sell orders (“Programmatic Trading”). The court found that while the initial XRP sales satisfied the Howey test and therefore constituted securities under U.S. federal securities laws, the court held that XRP underlying Programmatic Trading did not constitute a security under Howey. Various foreign jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization of digital assets as “securities.”

 

While the ruling in Ripple Labs is not definitive, and other courts have taken dissimilar positions with respect to other digital assets, our interaction with digital assets is almost exclusively in connection with Programmatic Trading activities (i.e., we generally purchase, sell, and hold digital assets through exchanges that operate blind matching engines). In addition, as described above, these activities occur exclusively in the EU consistent with the MiCA regulatory regime. Ultimately, none of the digital assets that comprise a material portion of our digital asset holdings have been conclusively determined to be a security by the SEC or any U.S. court.

 

The SEC’s enforcement actions against digital asset companies have not yielded definitive regulatory treatment of digital assets.

 

Despite the lack of formal rulemaking and guidance with respect to digital assets, the SEC has pursued enforcement actions against U.S.-based digital asset issuers and trading venues on the basis that it views certain digital assets as securities. These enforcement actions have provided practical insight into the actual application of U.S. federal securities laws by U.S. courts. Of particular note, while the Northern District of California in SEC v. Payward, Inc., et al., 23-cv-06003-WHO (N.D. Cal.) recently denied Kraken’s (a U.S. digital asset exchange) motion to dismiss an SEC complaint alleging Kraken is operating an unregistered securities exchange because it offers trading in digital asset securities, the court also noted the “SEC’s inconsistent manner of discussing [digital assets].” According to the court, the SEC “strays into alleging that the digital assets themselves—as in, the individual tokens bought, sold, and traded on Kraken’s platform—are investment contracts,” a characterization other courts have rejected. These, and other, court rulings as to the regulatory status of digital assets demonstrate the ongoing discordant application of U.S. federal securities laws.

 

If we are deemed an “investment company” subject to regulation under the Investment Company Act of 1940, the law’s restrictions could make it impractical for us to continue our business as contemplated, which would have a material adverse effect on our business.

 

We trade and hold a substantial amount of digital assets. As detailed below, if certain of the digital assets that we hold other than Bitcoin and Ether are determined to be securities by the SEC or a U.S. court, we could be forced to materially alter our business in order to comply with the Investment Company Act of 1940.

 

Under the Investment Company Act of 1940, as amended (the “Investment Company Act”), an issuer will generally be deemed to be an “investment company” if, absent an applicable exemption:

 

●

it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

 

●

it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

 

 

We regard ourselves as a non-securities digital asset services company engaged in the business of providing access to non-securities financial products and not in the business of investing, reinvesting or trading in securities. As of June 30, 2024, approximately 5.154% of the value of our total unconsolidated assets, exclusive of cash items, consisted of securities as defined in Section 2(a)(36) of the Investment Company Act. Therefore, as of June 30, 2024, less than 40% of our total unconsolidated assets, exclusive of cash items, consist of securities. Further, given our current business lines, and the nature of our digital asset holdings, we do not hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Therefore, we do not currently intend to register as an investment company under the Investment Company Act.

 

However, if in the future: (1) some material percentage of our digital asset holdings other than Bitcoin or Ether were conclusively deemed to be securities by the SEC or a U.S. court; or (2) if it was determined that we hold ourselves out as being, or propose to be, primarily engaged in the business of investing, reinvesting or trading in securities, we could be required to register as an investment company pursuant to Section 3(a)(1)(A) of the Investment Company Act. If we, or any of our subsidiaries, become obligated to register as an investment company under the Investment Company Act, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

 

●

limitations on capital structure;

 

●

restrictions on specified investments;

 

●

prohibitions on transactions with affiliates; and

 

●

compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

 

If we, or any subsidiary, were deemed to be an investment company under the Investment Company Act, the applicable entity would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or make business and organizational changes to fall outside the definition of an investment company.

 

Registering as an investment company pursuant to the Investment Company Act could, among other things, materially adversely affect our financial condition, business and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming. Modifying our equity interests and debt positions or organizational structure or our contract rights could require us to alter our business and investment strategy in a manner that requires us to purchase or dispose of assets or securities, prevents us from pursuing certain opportunities, or otherwise restricts our business, which may have a material adverse effect on our business results of operations, financial condition or prospects

 

There are material risks and uncertainties associated with custodians of digital assets.

 

We use multiple custodians (or third-party “wallet providers”) to hold digital assets for our Ventures and Defi Alpha business line, for digital assets underlying Valour ETPs as well as for digital assets held in treasury for the Company. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. We could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares.

 

We also rely on cold self-storage to self-custody and safeguard certain of our digital assets from theft, loss, destruction or other issues relating to hackers and technological attack. Nevertheless, our designated self-custody security system may not be impenetrable and may not be free from defect or immune to acts of God, and we will bear any loss due to a security breach, software defect or act of God.

 

 

Our security system and operational infrastructure, or those of other custodians, may be breached due to the actions of outside parties, error or malfeasance of an employee of ours, of other custodians, or otherwise, and, as a result, an unauthorized party may obtain access to our, private keys, data or digital assets. Additionally, outside parties may attempt to fraudulently induce employees of ours, or of our custodians, to disclose sensitive information in order to gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of our security system could be harmed, which could adversely affect an investment in us. In the event of a security breach, we may be forced to cease operations, or suffer a reduction in assets, the occurrence of each of which could adversely affect an investment in us.

 

Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of digital assets and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. We may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the our execution of hedging ETPs, the value of our assets and the value of any investment in our common shares.

 

In the event of a security breach, we may be forced to cease operations, or suffer a reduction in assets, the occurrence of each of which could adversely affect an investment in us.

 

Banks may cut off banking services to businesses that provide digital asset-related services.

 

Companies that provide digital asset-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to digital asset related companies or companies that accept digital assets for many reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide digital asset-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of digital assets as a payment system and harming public perception of digital assets or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of digital assets as a payment system and the public perception of digital assets could be damaged if banks were to close the accounts of many or of a few key businesses providing digital asset-related services. This could decrease the market prices of digital assets and adversely affect the value of our digital asset inventory.

 

Most digital asset transactions are irrevocable.

 

Bitcoin and most other digital asset and DeFi protocol token transactions are irrevocable and stolen or incorrectly transferred digital assets or DeFi protocol tokens may be irretrievable. Such transactions are not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible and we may not be capable of seeking compensation for any such transfer or theft. To the extent that we are unable to seek a corrective transaction with the third party or are incapable of identifying the third party that has received our digital assets through error or theft, we will be unable to revert or otherwise recover incorrectly transferred digital assets. We will also be unable to convert or recover digital assets transferred to uncontrolled accounts.

 

 

Digital assets are especially susceptible to the impacts of geopolitical events.

 

Crises may motivate large-scale purchases of digital assets which could increase the price of digital assets rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of our digital asset holdings. The possibility of large-scale purchases of digital assets in times of crisis may have a short-term positive impact on the prices of same. Future geopolitical crises may erode investors’ confidence in the stability of digital assets and may impair their price performance which would, in turn, adversely affect our digital asset holdings.

 

As an alternative to fiat currencies that are backed by central governments, digital assets are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of digital assets either globally or locally. Large-scale sales of digital assets would result in a reduction in their market prices and adversely affect our operations and profitability.

 

Our Digital Currencies, DeFi protocol tokens and digital assets are subject to price volatility and inflation.

 

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Digital Currency and DeFi protocol token market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of Digital Currencies and DeFi protocol tokens, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of our Digital Currency and DeFi protocol token inventory and thereby affect our shareholders.

 

The profitability of our operations will be significantly affected by changes in prices of Digital Currencies, DeFi protocol tokens and other digital assets. Digital Currencies, DeFi protocol tokens and other digital assets prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond our control, including use of such Digital Currencies, DeFi protocol tokens and other digital assets in the DeFi industry, demand, inflation and expectations with respect to the rate of inflation, global or regional political or economic events. If Digital Currencies, DeFi protocol tokens and other digital assets prices should decline and remain at low market levels for a sustained period, we could determine that it is not economically feasible to continue activities.

 

The price and trading volume of any digital asset is subject to significant uncertainty and volatility, depending on several factors, including, but not limited to:

 

●

changes in liquidity, market-making volume, and trading activities;

 

●

investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;

 

●

decreased user and investor confidence in digital assets and digital platforms;

 

●

negative publicity or events and unpredictable social media coverage or “trending” of digital assets;

 

●

the ability for digital assets to meet user and investor demands;

 

●

the functionality and utility of digital assets and their associated ecosystems and networks;

 

●

consumer preferences and perceived value of digital assets and digital asset markets;

 

●

regulatory or legislative changes and updates affecting the digital economy;

 

●

the characterization of digital assets under the laws of various jurisdictions around the world;

 

●

the maintenance, troubleshooting, and development of the blockchain networks;

 

 

●

the ability for digital networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

 

●

interruptions in service from or failures of major digital platforms;

 

●

availability of an active derivatives market for various digital assets;

 

●

availability of banking and payment services to support digital-related projects;

 

●

level of interest rates and inflation;

 

●

national and international economic and political conditions;

 

●

global digital asset supply;

 

●

changes in the software, software requirements or hardware requirements underlying a blockchain network;

 

●

competition for and among various digital assets; and

 

●

actual or perceived manipulation of the markets for digital assets.

 

We may be adversely affected by fluctuations in the market price of Digital Currencies, DeFi protocol tokens and digital assets.

 

As Valour’s ETPs track the market price of Digital Currencies, DeFi protocol tokens and other digital assets, the value of our common shares are partially related to the value of such Digital Currencies, DeFi protocol tokens and other digital assets, and fluctuations in the price of Digital Currencies, DeFi protocol tokens and other digital assets could materially and adversely affect an investment in our common shares. Several factors may affect the price of Digital Currencies, including: the total number of Digital Currencies, DeFi protocol tokens and other digital assets in existence; global Digital Currency, DeFi protocol token and other digital asset demand; global Digital Currency, DeFi protocol token and other digital asset supply; investors’ expectations with respect to the rate of inflation of fiat currencies; investors’ expectations with respect to the rate of deflation of Digital Currencies, DeFi protocol tokens and other digital assets; interest rates; currency exchange rates, including the rates at which Digital Currencies, DeFi protocol tokens and other digital assets may be exchanged for fiat currencies; fiat currency withdrawal and deposit policies of Digital Currency exchanges and liquidity of such Digital Currency exchanges; interruptions in service from or failures of major Digital Currency exchanges; Cyber theft of Digital Currencies, DeFi protocol tokens and other digital assets from online wallet providers, or news of such theft from such providers or from individuals’ wallets; investment and trading activities of large investors; monetary policies of governments, trade restrictions, currency devaluations and revaluations; regulatory measures, if any, that restrict the use of Digital Currencies, DeFi protocol tokens and other digital assets as a form of payment or the purchase of Digital Currencies; the availability and popularity of businesses that provide Digital Currencies, DeFi protocol tokens, other digital assets and blockchain-related services; the maintenance and development of the open-source software protocol of various Digital Currency or DeFi protocol networks; increased competition from other forms of Digital Currency or payments services; global or regional political, economic or financial events and situations; expectations among Digital Currency, DeFi protocol token and other digital asset economy participants that the value of Digital Currencies, DeFi protocol tokens and other digital assets will soon change; and fees associated with processing a Digital Currency, DeFi protocol token or other digital asset transaction.

 

Digital Currencies, DeFi protocol tokens and other digital assets have historically experienced significant intraday and long-term price volatility. If Digital Currency, DeFi protocol token and other digital asset markets continue to be subject to sharp fluctuations, shareholders may experience losses if they need to sell their common shares at a time when the price of Digital Currencies, DeFi protocol tokens and other digital assets is lower than it was when they purchased their common shares. In addition, investors should be aware that there is no assurance that Digital Currencies, DeFi protocol tokens and other digital assets will maintain their long-term value in terms of future purchasing power or that the acceptance of Digital Currency, DeFi protocol token and other digital asset payments by mainstream retail merchants and commercial businesses will continue to grow.

 

 

Digital Currency, DeFi protocol token and digital assets networks might not continue to be maintained.

 

Many Digital Currency networks, the DeFi protocol token network and other digital asset networks, including the Bitcoin Network, operate based on an open-source protocol maintained by the core developers of such networks and other contributors. As such protocols are not sold and their uses do not generate revenues for its development team, the core developers are generally not compensated for maintaining and updating such network protocols. Consequently, there is a lack of financial incentive for developers to maintain or develop such networks and the core developers may lack the resources to adequately address emerging issues with such network protocol. Although the many networks, including the Bitcoin Network, is currently supported by the core developers, there can be no guarantee that such support will continue or be sufficient in the future. To the extent that material issues arise with such network protocols and the core developers and opensource contributors are unable to address the issues adequately or in a timely manner, such networks and our business may be adversely affected.

 

Miners may cease operations, which may have a material adverse effect on our business.

 

If the award of Bitcoins or other Digital Currencies for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners in relevant networks, miners may cease expending processing power to solve blocks and confirmations of transactions on the Bitcoin Blockchain or other networks could be slowed. A reduction in the processing power expended by miners on the applicable blockchain network could increase the likelihood of a malicious actor or botnet obtaining control, which may have a material adverse affect on our business.

 

There is the possibility that blockchain could be manipulated.

 

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains control of more than 50% of the processing power dedicated to mining on a digital asset network, it may be able to alter or manipulate the Blockchain on which such digital asset network and most digital asset transactions rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control. The malicious actor could “double-spend” its own digital asset token or digital currency (i.e., spend the same digital asset in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control. To the extent that such malicious actor or botnet did not yield its control of the processing power on a digital asset network or the effected digital asset community did not reject the fraudulent blocks as malicious, reversing any changes made to the Blockchain may not be possible. To the extent that a digital asset ecosystem, including the core developers and the administrators of mining pools, do not act to ensure greater decentralization of digital asset mining processing power, the feasibility of a malicious actor obtaining control of the processing power on a digital asset network will increase.

 

Further development and acceptance of digital asset and DeFi networks is uncertain.

 

The further development and acceptance of digital asset and other cryptographic and algorithmic protocols governing the issuance of transactions in digital assets and DeFi protocol tokens, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The growth of this industry in general, and the use of digital assets in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of such networks may adversely affect the value of the corresponding digital assets and DeFi protocol tokens, and thus may adversely affect our operations. The factors affecting the further development of the industry, include, but are not limited to the following:

 

●

continued worldwide growth in the adoption and use of digital assets and DeFi;

 

●

governmental and quasi-governmental regulation of digital assets and their use, or restrictions on or regulation of access to and operation of the network or similar digital asset and DeFi systems;

 

●

changes in consumer demographics and public tastes and preferences;

 

●

the maintenance and development of the open-source software protocol of relevant networks;

 

 

●

the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

 

●

general economic conditions and the regulatory environment relating to digital assets and decentralized finance; and

 

●

negative consumer sentiment and perception of digital assets.

 

Currently, there is relatively small use of Digital Currencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect our operations, investment strategies, and profitability.

 

As relatively new products and technologies, Digital Currencies have not been widely adopted, for example as a means of payment for goods and services, by major retail and commercial outlets. Conversely, a significant portion of Digital Currency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of Digital Currencies. The relative lack of acceptance of Digital Currencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services or other direct use cases that may arise. A lack of expansion by Digital Currencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact our operations, investment strategies, and profitability. Further, if fees increase for recording transactions in the applicable blockchain, demand for Digital Currencies may be reduced and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in price of the Digital Currencies.

 

Our lines of business make us susceptible to security breaches.

 

As with any other computer code, flaws in digital asset and DeFi protocol source code have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create digital assets and / or DeFi protocol tokens can occur.

 

Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Bitcoin and other Digital Currency exchange market since the launch of the Bitcoin Network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm our business operations or result in loss of our assets. Any breach of our infrastructure could result in damage to our reputation and have a material adverse effect on our business. Furthermore, we believe that if our assets grow, we may become a more appealing target for security threats, such as hackers and malware.

 

Any security procedures implemented cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by us. Our security procedures and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of one of our employees or otherwise, and, as a result, an unauthorized party may obtain access to our digital asset account, private keys, data or digital assets. Additionally, outside parties may attempt to fraudulently induce our employees to disclose sensitive information to gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of one of our accounts occurs, the market perception of our effectiveness could be harmed.

 

As technological change occurs, the security threats to our digital assets, DeFi protocol tokens and other digital assets will likely adapt and previously unknown threats may emerge. Our ability to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of our digital assets, DeFi protocol tokens and other digital assets. To the extent that we are unable to identify and mitigate or stop new security threats, our digital assets, DeFi protocol tokens and other digital assets may be subject to theft, loss, destruction or other attack.

 

 

Fluctuations in share price of public companies we invest in could adversely affect us.

 

Our investments in securities of public companies are subject to volatility in the share prices of such companies. There can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond our control, including quarterly variations in the subject companies’ results of operations, changes in earnings, results of exploration and development activities, estimates by analysts, conditions in the technological and digital asset industries and general market or economic conditions. In recent years equity markets have experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on market prices, often unrelated to the operating performance of the specific companies. Such market fluctuations could adversely affect the market price of our investments.

 

Our investments in private issuers or projects may create liquidity risks.

 

Through our Ventures business line, we invest in securities and/or digital assets of private issuers or projects. These may be subject to trading restrictions, including hold periods, and there may not be any market for such securities or digital assets. These limitations may impair our ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in private issuers or project are subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of our private investments, or that we will otherwise be able to realize a return on such investments.

 

The value attributed to securities and/or digital assets of private issuers or projects will be the cost thereof, subject to adjustment in limited circumstances, and therefore may not reflect the amount for which they can be sold. Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed for the investments.

 

We may also invest in illiquid securities of public issuers. A considerable period may elapse between the time a decision is made to sell such securities and the time we are able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that we will be unable to realize our investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, we may be prohibited by contract or by law from selling such securities for a period or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

 

We may also make direct investments in publicly traded securities that have low trading volumes. Accordingly, it may be difficult to make trades in these securities without adversely affecting the price of such securities.

 

Risks Relating to Our Financial Position, Capital Requirements and Management Team

 

We operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

 

The digital asset economy is highly innovative, rapidly evolving, and characterized by healthy competition, experimentation, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future as existing and new competitors introduce new products or enhance existing products. Our Asset Management, Infrastructure, Venture, DeFi Alpha, Reflexivity Research and Stillman Digital business lines compete against several companies and expect that we will face even more competition in the future. These competitors could have various competitive advantages over us, including but not limited to:

 

●

greater name recognition, longer operating histories, and larger market shares;

 

●

larger sales and marketing budgets and organizations;

 

 

●

more established marketing, banking, and compliance relationships;

 

●

greater resources to make acquisitions;

 

●

lower labor, compliance, risk mitigation, and research and development costs;

 

●

operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; and

 

●

substantially greater financial, technical, and other resources.

 

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected.

 

Harm to our brand and reputation could adversely affect our business.

 

Our reputation and brand may be adversely affected by complaints and negative publicity about us, even if factually incorrect or based on isolated incidents. Damage to our brand and reputation may be caused by:

 

●

cybersecurity attacks, privacy or data security breaches, or other security incidents;

 

●

complaints or negative publicity about us, our ETPs, our management team, our other employees or contractors or third-party service providers;

 

●

actual or alleged illegal, negligent, reckless, fraudulent or otherwise inappropriate behavior by our management team, our other employees or contractors or third-party service providers;

 

●

unfavorable media coverage;

 

●

litigation involving, or regulatory actions or investigations into our business;

 

●

a failure to comply with legal, tax and regulatory requirements;

 

●

any perceived or actual weakness in our financial strength or liquidity;

 

●

any regulatory action that results in changes to or prohibits certain lines of our business;

 

●

a failure to operate our business in a way that is consistent with our values and mission;

 

●

a sustained downturn in general economic conditions; and

 

●

any of the foregoing with respect to our competitors, to the extent the resulting negative perception affects the public’s perception of us or our industry as a whole.

 

 

Our revenue and cash flow are generated primarily from financing activities which creates liquidity risks.

 

Our revenue and cash flow are generated primarily from financing activities, trading returns of DeFi Alpha, proceeds from the disposition of investments, management fees of ETPs and staking and lending activities of digital assets and DeFi protocol tokens. The availability of these sources of income and the amounts generated from these sources depend upon various factors, many of which are outside of our direct control. Our liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether as a result of a downturn in the market conditions generally or to matters specific to us, if DeFi Alpha is unable to identify profitable trades, if the value of our investments decline, resulting in losses upon disposition, if there is low demand for our ETPs, resulting in lack of management fees received, and if rates provided by counterparties for staking and lending decrease.

 

We are dependent on our management personnel.

 

We are dependent upon the efforts, skill and business contacts of key members of management and the Board, for among other things, the information and deal flow they generate during the normal course of their activities and the synergies that exist amongst their various fields of expertise and knowledge. Accordingly, our success may depend upon the continued service of these individuals who are not obligated to remain our consultants. The loss of the services of any of these individuals could have a material adverse effect on our revenues, net income and cash flows and could harm our ability to maintain or grow existing assets and raise additional funds in the future.

 

It is not certain that we will succeed in managing our growth.

 

Significant growth in the business, as a result of acquisitions or otherwise, could place a strain on our managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve our technical, administrative and financial controls and reporting systems. No assurance can be given that we will succeed in these efforts. The failure to effectively manage and improve these systems could increase costs, which could have a materially adverse effect on our operating results and overall performance.

 

Conflicts of interest may arise.

 

Certain current or future directors and officers of us and our subsidiaries may be shareholders, directors and officers of other companies that may operate in the same sectors as the Company. Such associations may give rise to conflicts of interest from time to time. Our directors and officers are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in such conflict is required under the applicable corporate laws to disclose his or her interest and to abstain from voting on such matter.

 

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

We are permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this registration statement on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States. We prepare our consolidated financial statements, which are filed with this registration statement on Form 40-F, in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, and they may be subject to Canadian auditing and auditor independence standards. IFRS differs in certain respects from United States generally accepted accounting principles (“U.S. GAAP”) and practices prescribed by the SEC. Therefore, such financial statements may not be comparable to financial statements prepared in accordance with U.S. GAAP.

 

PRINCIPAL DOCUMENTS

 

In accordance with General Instruction B.(1) of Form 40-F, we hereby incorporate by reference Exhibits 99.1 through 99.155 inclusive, as set forth in the Exhibit Index attached hereto. The documents filed or incorporated by reference as Exhibits contain all information material to an investment decision that we, since January 1, 2023: (i) made or were required to make public pursuant to the laws of any Canadian jurisdiction; (ii) filed or were required to file with the TSX Venture Exchange (the “TSXV”) or the Cboe Canada Exchange (“Cboe Canada”) and which was made public by the TSXV or Cboe Canada, as applicable; or (iii) distributed or were required to distribute to its security holders. In accordance with General Instruction D(9) of Form 40-F, we have filed the written consent of our auditors as Exhibit 99.155, as set forth in the Exhibit Index attached hereto.

 

TAX MATTERS

 

Purchasing, holding, or disposing of our securities may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

 

DESCRIPTION OF COMMON SHARES

 

The required disclosure containing a description of the securities to be registered is included under the heading “Description of Share Capital” in our Annual Information Form for the financial year ended December 31, 2023, attached hereto as Exhibit 99.98.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

The following table lists, as of December 31, 2023, information with respect to our known contractual obligations (in Canadian dollars):

 

Payments due by period

Contractual Obligations

Total

Less than 1 year

1-3 years

3-5 years

More than 5 years

Long-term debt obligations

NIL

56,210,709

NIL

NIL

NIL

Capital (finance) lease obligations

NIL

NIL

NIL

NIL

NIL

Operating lease obligations

NIL

NIL

NIL

NIL

NIL

Purchase obligations

NIL

9,174,846

NIL

NIL

NIL

Other long-term liabilities (bonds, debentures, etc.)

NIL

NIL

NIL

NIL

NIL

Total

NIL

NIL

NIL

NIL

NIL

 

 

NASDAQ CORPORATE GOVERNANCE

 

Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of certain of the requirements of the Rule 5600 Series. A foreign private issuer that follows a home country practice in lieu of one or more provisions of the Rule 5600 Series shall disclose in its registration statement related to its initial public offering or first U.S. listing on Nasdaq, or on its website, each requirement of the Rule 5600 Series that it does not follow and describe the home country practice followed by the issuer in lieu of those requirements.

 

We do not follow Rule 5620(c), but instead follow our home country practice. The Nasdaq minimum quorum requirement under Rule 5620(c) for a meeting of shareholders is 33.33% of the outstanding common shares. Our bylaws provide that two persons present in person, each being a shareholder entitled to vote at the meeting or a duly appointed proxyholder for an absent shareholder entitled to vote at the meeting shall be a quorum at any meeting of the shareholders. The foregoing is consistent with the laws, customs and practices in Canada. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, www.defi.tech, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

 

UNDERTAKING

 

We undertake to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F, the securities in relation to which the obligation to file an Annual Report on Form 40-F arises or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

We have filed with the Commission a Form F-X. Any change to the name or address of our agent and service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

 

 

EXHIBIT INDEX

 

The following documents are being filed with the Commission as Exhibits to this registration statement:

 

Exhibit		Description
99.1*		News release dated January 10, 2023
99.2*		News release dated January 12, 2023
99.3*		Material change report dated January 13, 2023
99.4*		News release dated January 23, 2023
99.5*		Letter from successor auditor dated February 3, 2023
99.6*		Letter from former auditor dated February 3, 2023
99.7*		Notice dated February 3, 2023
99.8*		News release dated February 3, 2023
99.9*		News release dated February 13, 2023
99.10*		News release dated March 2, 2023
99.11*		News release dated March 13, 2023
99.12*		News release dated March 21, 2023
99.13*		Form 52-109F1 - Certification of annual filings dated March 31, 2023 (CFO)
99.14*		Form 52-109F1 - Certification of annual filings dated March 31, 2023 (CEO)
99.15*		Annual information form dated March 31, 2023
99.16*		Annual MD&A dated March 31, 2023
99.17*		Audited annual financial statements dated March 31, 2023
99.18*		ON Form 13-502F1 (class 1 and 3B reporting issuers - participation fee) dated March 31, 2023
99.19*		AB Form 13-501F1 (class 1 and 3B reporting issuers - participation fee) dated March 31, 2023
99.20*		News release dated April 12, 2023
99.21*		Notice of the meeting and record date dated April 14, 2023
99.22*		Form 52-109F2 - Certification of interim filings dated May 15, 2023 (CFO)
99.23*		Form 52-109F2 - Certification of interim filings dated May 15, 2023 (CEO)
99.24*		Interim MD&A dated May 15, 2023
99.25*		Interim financial statements/report dated May 15, 2023
99.26*		News release dated May 17, 2023
99.27*		Notice of meeting dated May 23, 2023
99.28*		Management information circular dated May 23, 2023
99.29*		Form of proxy dated May 23, 2023
99.30*		News release dated May 30, 2023
99.31*		News release dated June 15, 2023
99.32*		News release dated June 20, 2023
99.33*		News release dated June 21, 2023
99.34*		Material change report dated June 22, 2023
99.35*		News release dated June 22, 2023
99.36*		News release dated June 30, 2023
99.37*		Preliminary short form prospectus dated June 30, 2023
99.38*		Qualification certificate dated June 30, 2023
99.39*		Decision Document (Preliminary) dated July 4, 2023
99.40*		News release dated July 7, 2023
99.41*		Other securityholders documents dated July 11, 2023
99.42*		News release dated July 12, 2023
99.43*		Material change report dated July 12, 2023
99.44*		News release dated July 18, 2023
99.45*		Form 52-109F2 - Certification of interim filings dated August 14, 2023 (CEO)
99.46*		Form 52-109F2 - Certification of interim filings dated August 14, 2023 (CFO)
99.47*		Interim MD&A dated August 14, 2023
99.48*		Interim financial statements/report dated August 14, 2023

 

 

99.49*		News release dated August 22, 2023
99.50*		News release dated August 23, 2023
99.51*		Report of exempt distribution (45-106F1) dated August 28, 2023
99.52*		News release dated August 29, 2023
99.53*		Notice to the Public dated September 26, 2023
99.54*		News release dated October 24, 2023
99.55*		News release dated November 1, 2023
99.56*		Material change report dated November 2, 2023
99.57*		News release dated November 8, 2023
99.58*		Report of Distributions outside Canada (Form 72-503F) dated November 13, 2023
99.59*		News release dated November 13, 2023
99.60*		Form 52-109F2 - Certification of interim filings dated November 14, 2023 (CFO)
99.61*		Form 52-109F2 - Certification of interim filings CEO dated November 14, 2023 (CEO)
99.62*		Interim MD&A dated November 14, 2023
99.63*		Interim financial statements/report dated November 14, 2023
99.64*		News release dated November 14, 2023
99.65*		News release dated November 22, 2023
99.66*		News release dated November 28, 2023
99.67*		Form 52-109F2 - Certification of interim filings dated November 29, 2023 (CFO)
99.68*		Report of Distributions outside Canada (Form 72-503F) dated November 30, 2023
99.69*		Report of exempt distribution (45-106F1) dated November 30, 2023
99.70*		News release dated December 6, 2023
99.71*		News release dated December 7, 2023
99.72*		News release dated December 11, 2023
99.73*		News release dated December 18, 2023
99.74*		Letter from successor auditor dated January 8, 2024
99.75*		Notice dated January 8, 2024
99.76*		Letter from former auditor dated January 8, 2024
99.77*		News release dated January 8, 2024
99.78*		News release dated January 8, 2024
99.79*		News release dated January 9, 2024
99.80*		News release dated January 22, 2024
99.81*		News release dated January 30, 2024
99.82*		News release dated February 5, 2024
99.83*		News release dated February 7, 2024
99.84*		News release dated February 9, 2024
99.85*		Report of Distributions outside Canada (Form 72-503F) dated February 15, 2024
99.86*		Report of exempt distribution (45-106F1) dated February 15, 2024
99.87*		News release dated February 20, 2024
99.88*		News release dated February 22, 2024
99.89*		News release dated March 4, 2024
99.90*		News release dated March 7, 2024
99.91*		News release dated March 14, 2024
99.92*		News release dated March 18, 2024
99.93*		News release dated March 20, 2024
99.94*		News release dated March 28, 2024
99.95*		News release dated April 1, 2024
99.96*		Form 52-109F1 - Certification of annual filings dated April 1, 2024 (CEO)
99.97*		Form 52-109F1 - Certification of annual filings dated April 1, 2024 (CFO)
99.98*		Annual information form dated April 1, 2024
99.99*		Annual MD&A dated April 1, 2024
99.100*		AB Form 13-501F1 (class 1 and 3B reporting issuers - participation fee) dated April 1, 2024
99.101*		ON Form 13-502F1 (class 1 and 3B reporting issuers - participation fee) dated April 1, 2024
99.102*		Audited annual financial statements dated April 1, 2024
99.103*		News release dated April 8, 2024
99.104*		Notice of the meeting and record date dated April 15, 2024

 

 

99.105*		News release dated April 17, 2024
99.106*		News release dated April 18, 2024
99.107*		News release dated April 30, 2024
99.108*		News release dated May 7, 2024
99.109*		News release dated May 8, 2024
99.110*		News release dated May 13, 2024
99.111*		News release dated May 15, 2024
99.112*		Form 52-109F2 - Certification of interim filings dated May 15, 2024 (CEO)
99.113*		Form 52-109F2 - Certification of interim filings dated May 15, 2024 (CFO)
99.114*		Interim MD&A dated May 15, 2024
99.115*		Interim financial statements/report dated May 15, 2024
99.116*		News release dated May 15, 2024
99.117*		News release dated May 16, 2024
99.118*		News release dated May 23, 2024
99.119*		Form of proxy dated May 27, 2024
99.120*		Notice of meeting dated May 27, 2024
99.121*		Management information circular dated May 27, 2024
99.122*		News release dated June 3, 2024
99.123*		News release dated June 4, 2024
99.124*		News release (section 4.8 of NI 62-104) dated June 6, 2024
99.125*		News release dated June 10, 2024
99.126*		News release dated June 11, 2024
99.127*		Other dated June 12, 2024
99.128*		News release dated June 18, 2024
99.129*		News release dated June 19, 2024
99.130*		News release dated June 19, 2024
99.131*		News release dated June 24, 2024
99.132*		News release dated June 28, 2024
99.133*		News release dated July 9, 2024
99.134*		News release dated July 10, 2024
99.135*		News release dated July 16, 2024
99.136*		News release dated July 17, 2024
99.137*		News release dated July 18, 2024
99.138*		News release dated July 30, 2024
99.139*		News release dated July 31, 2024
99.140*		News release dated August 6, 2024
99.141*		News release dated August 8, 2024
99.142*		News release dated August 13, 2024
99.143*		News release dated August 14, 2024
99.144*		Form 52-109F2 - Certification of interim filings dated August 14, 2024 (CFO)
99.145*		Form 52-109F2 - Certification of interim filings dated August 14, 2024 (CEO)
99.146*		Interim MD&A dated August 14, 2024
99.147*		Interim financial statements/report dated August 14, 2024
99.148*		News release dated September 5, 2024
99.149*		News release dated September 6, 2024
99.150*		Audited annual financial statements dated April 1, 2024
99.151*		Form 52-109F1R - Certification of refiled annual filings dated September 6, 2024 (CFO)
99.152*		Form 52-109F1R - Certification of interim annual dated September 6, 2024 (CEO)
99.153*		News Release dated September 10, 2024
99.154*		News Release dated September 13, 2024

 

 

99.155		News release dated September 16, 2024
99.156		News release dated September 30, 2024
99.157		News release dated October 7, 2024
99.158		News release dated October 8, 2024
99.159		News release dated October 10, 2024
99.160		Report of exempt distribution (45-106F1) dated October 10, 2024
99.161		News release dated October 18, 2024
99.162		News release dated October 29, 2024
99.163		News release dated October 30, 2024
99.164		News release dated November 4, 2024
99.165		News release dated November 4, 2024
99.166		News release dated November 5, 2024
99.167		News release dated November 7, 2024
99.168		News release dated November 12, 2024
99.169		News release dated November 12, 2024
99.170		News release dated November 14, 2024
99.171		Interim financial statements/report dated November 14, 2024
99.172		Interim MD&A dated November 14, 2024
99.173		Form 52-109F2 - Certification of interim filings dated November 14, 2024 (CFO)
99.174		Form 52-109F2 – Certification of interim filings dated November 14, 2024 (CEO)
99.175		News release dated November 14, 2024
99.176		News release dated November 22, 2024
99.177		News release dated November 26, 2024
99.178		News release dated December 2, 2024
99.179		News release dated December 3, 2024
99.180		News release dated December 10, 2024
99.181		News release dated December 12, 2024
99.182		News release dated December 18, 2024
99.183		News release dated January 6, 2025
99.184		Consent of HDCPA Professional Corporation, dated January 17, 2025

 

*

previously filed with the September 16 Form 40-F

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Defi Technologies Inc.
Date: January 17, 2025	By:	/s/ Olivier Roussy Newton
		Olivier Roussy Newton
		Chief Executive Officer and Executive Chairman

 

 

 

Exhibit 99.155

 

 

DeFi Technologies Files Form 40-F with the SEC

 

Toronto, Canada, September 16, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce that it filed today a Form 40-F Registration Statement (“Form 40-F”) with the United States Securities and Exchange Commission (the “SEC”), in connection with its application to list its common shares (“Shares”) on The Nasdaq Stock Market LLC (the “Nasdaq”). The listing of the Company’s common shares on the Nasdaq remains subject to the approval of the Nasdaq and the satisfaction of all applicable listing and regulatory requirements, including the Form 40-F being declared effective by the SEC. The Company will continue to maintain the listing of its Shares on the Cboe Canada Exchange.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the filing of the Form 40-F; approval for listing of the Shares on NAsdaq; the declaration of effectiveness of the Form 40-F by the SEC; the listing of Shares on Cboe Canada Exchange; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.156

 

DeFi Technologies Subsidiary Valour launches Asset-backed

Ethereum Physical Staking ETP for Professional Investors on

the London Stock Exchange

 

●

Valour’s First Listed Product on LSE: Valour Digital Securities Limited marks a significant milestone with the launch of its first asset-backed Ethereum Physical Staking exchange traded product (ETP) also known as exchange traded note (ETN) on the London Stock Exchange, offering professional investors direct access to Ethereum and staking rewards.

 

●

Secure, Non-Leveraged Exposure to Ethereum with Staking Yield Potential: The ETP provides physically-backed, non-leveraged exposure to Ethereum, with the underlying assets held in cold storage by regulated custodians, ensuring a secure investment for institutional investors.

 

●

Pioneering the Integration of Traditional Finance and DeFi: This launch highlights Valour’s role in bridging the gap between traditional finance and digital assets, allowing professional investors to participate in the growing DeFi space through regulated financial products.

 

Toronto - September 30, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is thrilled to announce the introduction by its subsidiary, Valour Inc., and Valour Digital Securities Limited (together, “Valour”), a leading issuer of exchange traded products (“ETPs”), of its groundbreaking asset-backed Ethereum exchange traded products also known as exchange traded notes (“ETNs”) on the London Stock Exchange (the “LSE”).

 

The Valour Ethereum Physical Staking ETP (Ticker: 1VET, ISIN: GB00BRBMZ190) is a fully backed, non-leveraged, passive investment product providing direct exposure to Ethereum (“ETH”) as the underlying crypto asset. The ETP is secured by the respective cryptocurrency held in cold storage by regulated crypto custodians.

 

“We are thrilled to introduce our innovative, physically-backed Ethereum Staking ETP on the London Stock Exchange, marking a significant milestone for Valour and the UK market. This product provides professional investors with secure and regulated access to Ethereum and offers the unique benefit of staking rewards, maximizing potential returns. Our Ethereum Staking ETP showcases Valour’s commitment to pioneering cutting-edge financial products that bridge traditional finance with the world of digital assets, enabling institutional and professional investors in the United Kingdom to gain exposure through their traditional investment accounts”, said Olivier Roussy Newton, CEO of DeFi Technologies.

 

Elaine Buehler, Head of Product at Valour, further notes: “This product represents a crucial step forward in connecting traditional finance with digital assets. By offering the benefits of staking through an exchange-traded product, we’re simplifying access to Ethereum for institutional investors, allowing them to participate in the growing decentralized finance space without the technical hurdles.”

 

 

The Valour prospectus has received approval from the Financial Conduct Authority (“FCA”) and the London Stock Exchange (“LSE”). Early this year, the FCA announced it would not oppose applications from financial institutions wishing to list ETPs aimed at professional investors. The LSE said it will begin accepting applications for Bitcoin (“BTC”) and ETH products in the second quarter of 2024. However, the FCA has stipulated that these London-based ETPs be restricted to professional investors only.

 

The launch follows the LSE’s guidance allowing admission of certain crypto ETPs that meet specific criteria, including being physically backed, having reliable pricing sources, and being custodians regulated in approved jurisdictions.

 

Valour Ethereum Physical Staking Features:

 

●

Listed on the LSE, offering the unique advantage of staking rewards.

 

●

Physically-backed, non-leveraged exposure to ETH.

 

●

The underlying crypto assets are held in cold storage by regulated custodians.

 

●

Trading is restricted to professional and institutional investors only.

 

●

Competitive management fees.

 

With a fixed yield, no defined expiry, and a 1.49% management fee, investors can earn passive returns while avoiding the technical complexities of staking. Through investing in the Valour Ethereum Physical Staking ETP, investors also actively contribute to the evolving DeFi landscape. Enhanced security features, such as slashing insurance and full collateralization, provide investors with additional transparency and protection.

 

Crypto staking is a fundamental component of blockchain dynamics, allowing participants to engage in the governance and consensus of Proof of Stake (PoS) blockchains while earning rewards for their contributions. Unlike Proof-of-Work systems, PoS networks rely on validators who pledge assets to validate and create new blocks.

 

Partnering with institutional entities like Copper Markets (Switzerland) AG for custody and industry stalwart Blockdaemon for staking services, Valour offers a consistently collateralized, non-custodial staking environment.

 

This approval in the UK comes after the U.S. greenlit spot Bitcoin exchange-traded funds, a development that builds on several years of similar products being traded across various European countries. The products are available for trading on the LSE’s dedicated “Professional Investors Only” segments effective today. While retail investor access remains restricted, the listing represents a significant development for institutional crypto adoption in the UK.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to statements regarding the listing of the Valolur Ethereum Physical Staking ETP on the LSE; the regulatory environment with respect to the growth and adoption of decentralized finance and digital assets; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

3

 

 

Olivier Roussy Newton, Chief Executive Officer of DeFi Technologies, commented, “The Acquisition is a strategic step that not only expands our capabilities in the trading sector but also diversifies our client base and revenue streams. We are excited to integrate Stillman Digital’s expertise into our operations and enhance our comprehensive suite of services.”

 

About Stillman Digital

 

Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement, and technology. For more information, please visit https://www.stillmandigital.com

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to statements regarding the closing of the Acquisition; the business and growth opportunities of Stillman Digital; synergies realized from the Acquisition; issuance and release of Payment Shares; the regulatory environment with respect to the growth and adoption of decentralized finance and digital assets; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.158

 

 

 

DeFi Technologies Provides Monthly Corporate Update: Subsidiary Valour Reports Assets Under Management at

C$757 Million (US$561 Million), Up 49% This Fiscal Year, and Net Inflows of C$8.2 Million (US$6.1 Million) in September, Among Other Key Developments

 

●

AUM & Continued Month-over-Month Inflows: Valour Inc. reported C$757 million (US$561 million) in AUM as of September 30, 2024, a 49% increase year-to-date, driven by C$8.2 million (US$6.1 million) in net inflows for September. Key products, including Valour Solana SEK, Valour Near SEK, and Valour ETH Zero SEK, contributed to this strong performance, highlighting growing investor confidence in Valour’s innovative digital asset ETPs.

 

●

Strong Financial Position: September 30, 2024 cash and USDT balance stood at approximately C$19.7M (US$14.6M) with current loans payable at approximately C$13.5M (US$10M). The Company also purchased and holds 204.3 BTC, and diversified its treasury holdings with 81.3 ETH, 246,683 ADA, 86,616 DOT, 5,745 SOL, 491 UNI, 433,322 AVAX and 2,755,203 CORE tokens, totaling approximately C$40.2M (US$29.8M) as of September 30, 2024.

 

Toronto, Canada, October 8, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce that its subsidiary, Valour Inc., and Valour Digital Securities Limited (together, "Valour"), a leading issuer of exchange traded products ("ETPs") has reported assets under management (“AUM”) of C$757 million (US$561 million) as of September 30, 2024, representing a 49% increase year-to-date.

 

In September alone, Valour saw net inflows of C$8.2 million (US$6.1 million), continuing its streak of monthly inflows and reflecting growing investor confidence and demand for Valour’s ETPs.

 

Key Products Driving Inflows:

 

The products contributing to this exceptional performance include:

 

●

VALOUR SOLANA SEK: C$3,314,468 (US$2,442,641)

 

●

VALOUR NEAR SEK: C$1,154,688 (US$850,963)

 

●

VALOUR ETH ZERO SEK: C$923,036 (US$680,244)

 

●

VALOUR AVALANCHE AVAX SEK: C$882,288 (US$650,214)

 

●

VALOUR CARDANO SEK: C$410,631 (US$302,620)

 

These inflows highlight Valour's leadership in providing access to diverse digital assets.

 

The Company maintains a strong financial position with a cash balance of approximately C$19.7M (US$14.6M) and loans payable of approximately C$13.5M (US$10M) as of September 30, 2024. Additionally, the Company holds 204.3 BTC and has diversified its treasury holdings with 81.3 ETH, 246,683 ADA, 86,616 DOT, 5,745 SOL, 491 UNI, 433,322 AVAX and 2,755,203 CORE tokens, totaling approximately C$40.2M (US$29.8M) as of September 30, 2024.

 

 

 

Recent Strategic Developments from September include:

 

DeFi Technologies Subsidiary Valour launches Asset-backed Ethereum Physical Staking ETP for Professional Investors on the London Stock Exchange

 

Valour Digital Securities Limited launched its first asset-backed Ethereum Physical Staking exchange traded product (“ETP”) on the London Stock Exchange, giving professional investors secure, direct access to Ethereum and staking rewards. The non-leveraged ETP is backed by Ethereum held in cold storage by regulated custodians. This launch underscores Valour's role in integrating traditional finance with DeFi, enabling institutional investors to engage with digital assets through regulated financial products.

 

DeFi Technologies Files Form 40-F with the SEC

 

The Company filed a Form 40-F Registration Statement ("Form 40-F") with the United States Securities and Exchange Commission (the "SEC"), in connection with its application to list its common shares ("Shares") on The Nasdaq Stock Market LLC (the "Nasdaq"). The listing of the Company's common shares on the Nasdaq remains subject to the approval of the Nasdaq and the satisfaction of all applicable listing and regulatory requirements, including the Form 40-F being declared effective by the SEC. The Company will continue to maintain the listing of its Shares on the Cboe Canada Exchange.

 

DeFi Technologies Subsidiary Reflexivity Research Announces Inaugural Crypto Investor Day in New York City

 

DeFi Technologies' subsidiary Reflexivity Research will host its first Crypto Investor Day on October 25th, 2024, in New York City. The event will feature nearly 1,000 industry leaders from both crypto and traditional finance, including speakers from VanEck, Tether, Ripple Labs, and Fidelity Digital Assets. Moderated by Anthony Pompliano, the event is sponsored by major names like Coinbase, Ledger, Grayscale, and Ripple.

 

DeFi Technologies and Professional Capital Management Partners to Enter U.S. ETF Market

 

DeFi Technologies and Anthony Pompliano's Professional Capital Management have partnered to target the fast-growing U.S. ETF market. Combining DeFi Technologies' expertise in digital asset ETPs through Valour and Professional Capital Management's business success and media reach, the partnership aims to deliver innovative ETF solutions tailored to U.S. investors, strengthening their presence in the North American market.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

 

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour's existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour's flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

Cautionary note regarding forward-looking information:

 

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the growth of AUM; the Crypto Investor Day held by Reflexivity Research; investor confidence in Valour’s ETPs; filing of the Form 40-F and listing of the Shares on Nasdaq; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

3

 

Exhibit 99.159

 

DeFi Technologies’ Subsidiary Valour Expands Offerings with Valour Sui (SUI) ETP on Spotlight Stock Market

 

	●	Introduction of Valour Sui (SUI) ETP: DeFi Technologies’ subsidiary Valour has launched the Valour Sui (SUI) ETP on Sweden’s Spotlight Stock Market, broadening its portfolio of innovative digital asset products.

	●	Investment Opportunities in Layer-1 Blockchain Technology: The Valour Sui (SUI) ETP offers exposure to the native token of the Sui blockchain. Recognized for its high-speed transaction throughput and instant finality, Sui is a cutting-edge layer-1 blockchain optimized for low-latency transfers, ideal for real-time applications like gaming, finance, and more.

●

Strategic Product Expansion: The new Valour Sui ETP underscores Valour’s commitment to delivering innovative digital asset investment products. This launch on the Spotlight Stock Market enhances investor access to digital assets, marking another significant step in Valour’s expansion strategy.

 

Toronto, Canada, October 10, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a crypto-native technology company at the forefront of merging traditional capital markets with decentralized finance (“DeFi”), proudly announces that its subsidiary Valour Inc. (“Valour”), a leading issuer of exchange-traded products (“ETPs”) providing simplified access to digital assets, has listed the Valour Sui (SUI) ETP on the Spotlight Stock Market. The Valour Sui (SUI) ETP provides a secure and straightforward way for investors to gain exposure to Sui, a rapidly growing layer-1 blockchain optimized for on-chain use cases through its unique consensus mechanism and object-centric data model. With a market cap of $5.37 billion, Sui ranks among the top 20 digital assets worldwide.

 

The Valour Sui (SUI) SEK ETP (ISIN: CH1213604601) is the latest addition to Valour’s expanding array of digital asset products. This ETP grants investors access to Sui’s native token, leveraging the blockchain’s horizontal scaling capabilities to enable high throughput via transaction parallelization. Focused on instant finality and efficiency, Sui’s design is ideal for applications requiring real-time transactions, such as gaming and finance. The ETP features a 1.9% management fee, providing investors with seamless and transparent access to this innovative digital asset.

 

Unlike traditional blockchain models, Sui utilizes an object-centric approach that allows for the independent validation of transactions through a Byzantine fault-tolerant proof-of-stake (“PoS”) consensus mechanism. This novel structure eliminates the need for sequential transaction validation, enhancing scalability and transaction speed.

 

“Meeting the demand for Sui in Sweden reflects our ongoing commitment to offering diverse and innovative products,” said Johanna Belitz, Head of Nordics at Valour. “We’re excited to bring this new opportunity to investors, tailored to their needs and interests. Valour takes great pride in its ability to quickly gauge investor preferences and deliver products that meet market demands.”

 

 

“Our expansion into Sweden with the Valour Sui ETP reinforces our commitment to leading the digital asset market in Europe,” added Olivier Roussy Newton, CEO of DeFi Technologies. “Sui’s advanced technology and innovative consensus mechanism make it a compelling addition to our product lineup, and we’re thrilled to introduce it to a new audience on the Spotlight Stock Market.”

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK), Hedera (HBAR), Core (CORE), Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Sui (SUI), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the the listing of Valour Sui (SUI) ETP; the development of the Sui blockchain; investor confidence in Valour’s ETPs; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

Exhibit 99.160

 

Form 45 - 106F1 Report of Exempt Distribution ITEM 1 - REPORT TYPE New report Amended report If amended, provide filing date of report that is being amended. (YYYY - MM - DD) ITEM 2 - PARTY CERTIFYING THE REPORT Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81 - 106 Investment Fund Continuous Disclosure and the companion policy to NI 81 - 106 (in Québec, Regulation 81 - 106 respecting Investment Fund Continuous Disclosure and Policy Statement to Regulation 81 - 106 respecting Investment Fund Continuous Disclosure). Investment fund issuer Issuer (other than an investment fund) Underwriter ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. Full legal name DeFi Technologies Inc. / DeFi Technologies Inc. Previous full legal name VALOUR INC. (FORMERLY DEFI TECHNOLOGIES INC.) If the issuer’s name changed in the last 12 months, provide most recent previous legal name. Website (if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. Legal entity identifier If two or more issuers distributed a single security, provide the full legal name(s) of the co - issuer(s) other than the issuer named above. Full legal name(s) of co - issuer(s) (if applicable) ITEM 4 - UNDERWRITER INFORMATION If an underwriter is completing the report, provide the underwriter’s full legal name, firm NRD number, and SEDAR+ profile number. Full legal name Firm NRD number (if applicable) SEDAR+ profile number

ITEM 5 - ISSUER INFORMATION If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6. a) Primary industry Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity. NAICS industry code 526917 If the issuer is in the mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations. Exploration Development Production Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. Mortgages Real estate Commercial/business debt Consumer debt Private companies Cryptoassets b) Number of employees 500 or more 100 - 499 50 - 99 0 - 49 Number of employees: c) SEDAR+ profile number Provide the issuer’s SEDAR+ profile number 000007675 ITEM 6 - INVESTMENT FUND ISSUER INFORMATION If the issuer is an investment fund, provide the following information. a) Investment fund manager information Full legal name Firm NRD number (if applicable) SEDAR+ profile number b) Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one). Money market Equity Fixed income Balanced Alternative strategies Cryptoasset Other (describe)

Indicate whether one or both of the following apply to the investment fund. Invest primarily in other investment fund issuers Is a UCITs Fund 1 1 Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state. c) Net asset value (NAV) of the investment fund Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). Under $5M $5M to under $25M $25M to under $100M Date of NAV calculation: MM DD YYYY $1B or over $500M to under $1B $100M to under $500M ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees, in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. a) Currency Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. Canadian dollar US dollar Euro Other (describe) b) Distribution dates State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distribued on a continuous basis, include the start and end dates for the distribution period covered by the report. 07 10 2024 End date 07 10 2024 Start date DD MM YYYY MM DD YYYY c) Detailed purchaser information Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report. d) Types of securities distributed Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9 - digit CUSIP number assigned to the security being distributed. Canadian $ Total amount Highest price Single or lowest price Number of securities Description of security CUSIP number (if applicable) Security code 0.0000 0.0000 0.0000 2,500,000.0000 CMS

Describe other terms (if applicable) Conversion ratio Expiry date (YYYY - MM - DD) Exercise price (Canadian $) Underlying security code Convertible / exchangeable security code Highest Lowest Total amount (Canadian $) Number of unique purchasers 2a Exemption relied on Province or country 0.0000 1 other - 2.16 TAKE OVER BID Ontario 0.0000 2 other - 2.16 TAKE OVER BID United States of America $0.0000 Total dollar amount of securities distributed 3 Total number of unique purchasers 2b Net proceeds (Canadian $) Province or country Total net proceeds to the investment fund e) Details of rights and convertible/exchangeable securities If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security. f) Summary of the distribution by jurisdiction and exemption State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for : (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction . For jurisdictions within Canada, state the province or territory, otherwise state the country . 2 a In calculating the number of unique purchasers per row, count each purchaser only once . Joint purchasers may be counted as one purchaser . 2b In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser. g) Net proceeds to the investment fund by jurisdiction If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides. 3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country. 3 "Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.

ITEM 8 - COMPENSATION INFORMATION Provide information for each person (as defined in NI 45 - 106) (in Québec, Regulation 45 - 106 respecting Prospectus Exemptions) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated. Indicate whether any compensation was paid, or will be paid, in connection with the distribution. No Yes If yes, indicate number of persons compensated. a) Name of person compensated and registration status Indicate whether the person compensated is a registrant. No Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non - individual Firm NRD number (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet - based portal No Yes b) Business contact information If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. Street address Municipality Province/State Country Postal code/Zip code Email address Telephone number c) Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of ‘connected’ in Part B(2) of the Instructions and the meaning of ‘control’ in section 1.4 of NI 45 - 106 (in Québec, Regulation 45 - 106 respecting Prospectus Exemptions) for the purposes of completing this section. Connected with the issuer or investment fund manager Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager None of the above d) Compensation details

Security code 3 Security code 2 Security code 1 Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities - based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non - individual compensated by the issuer. Cash commissions paid Value of all securities distributed as compensation 4 Security codes Describe terms of warrants, options or other rights Other compensation 5 Describe Total compensation paid Check box if the person will or may receive any deferred compensation (describe the terms below) 4 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer. 5 Do not include deferred compensation. ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10. Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one). Reporting issuer in a jurisdiction of Canada Foreign public issuer Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6 Provide name of reporting issuer Wholly owned subsidiary of a foreign public issuer 6 Provide name of foreign public issuer Issuer distributing only eligible foreign securities and the distribution is to permitted clients only 7 . If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10. 6 An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.

7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non - permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions. If the issuer is none of the above, check this box and complete Item 9(a) – (c). a) Directors, executive officers and promoters of the issuer Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter. Business location of non - individual Organization or Family First Secondary or residential jurisdiction of Relationship to issuer company name name given given names individual (select all that apply) name Province or country D O P b) Promoter information If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer. Residential jurisdiction Relationship to promoter (select Organization or Family First given Secondary given of individual one or both if applicable) company name name name names Province or country D O c) Residential address of each individual Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons. ITEM 10 - CERTIFICATION Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form. Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions

to file a completed report of exempt distribution. By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete. DEFI TECHNOLOGIES INC. Name of Issuer/ investment fund manager/agent Full legal name Kenny CHOI Family name First given name Secondary given names Title CORPORATE SECRETARY Telephone number +1 (416) 861 - 2267 Email address kenny.choi@FMRESOURCES.CA Signature Kenny Choi Date YYYY 10 10 2024 MM DD ITEM 11 - CONTACT PERSON Wanda ROQUE Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10. Same as individual certifying the report Full legal name Family name First given name Secondary given names Title LAW CLERK Name of company DEFI TECHNOLOGIES INC. Telephone number +1 (416) 861 - 5909 Email address wroque@fmresources.ca NOTICE – COLLECTION AND USE OF PERSONAL INFORMATION The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form. Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested. By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

Exhibit 99.161

 

DeFi Technologies' Subsidiary Valour Strengthens Nordic Market Strategy with Transfer of Crypto ETPs to Spotlight Stock Market

 

	●	Strategic Move in Nordic Market: Valour Inc., a subsidiary of DeFi Technologies, will transfer 19 of its ETPs from the Nordic Growth Market to the Spotlight Stock Market in Stockholm, aiming to enhance its position in the Nordic ETP market and support growth in crypto-related instruments.

●

Increased Liquidity and Market Expansion: With this move, Valour’s ETPs, which generated approximately SEK 14.3 billion (US$1.3 billion) in trading volume over the past year, will increase to 23 listings on Spotlight, positioning the company for greater liquidity and market expansion.

 

Toronto, Canada, October 18, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a crypto-native technology company at the forefront of merging traditional capital markets with decentralized finance ("DeFi"), is pleased to announce that its subsidiary Valour Inc. ("Valour"), a leading issuer of exchange-traded products ("ETPs") providing simplified access to digital assets, will delist 19 ETPs from the Nordic Growth Market (“NGM”) on exchange business close on 18 October 2024, and relist them to the Spotlight Stock Market (“Spotlight”) in Stockholm, Sweden on 21 October 2024. This decision represents a significant step in Valour’s growth strategy within the Nordic market and strengthens its position in the ETP segment, particularly for digital asset-related instruments.

 

Over the past twelve months, Valour's ETPs have generated a trading volume of approximately SEK 14.3 billion (US$1.3 Billion), and the move to Spotlight is anticipated to support continued strong growth and increased liquidity. With this transition, Valour will have a total of 23 instruments listed on Spotlight, establishing Valour as a significant player on this marketplace.

 

“The collaboration with Spotlight Stock Market allows us to accelerate the pace of launching new instruments in the market. While we will initially have 23 instruments listed on Spotlight, our goal is to double that number. Together with Spotlight, we aim to become Europe’s leading platform for crypto ETPs,” says Johanna Belitz, Head of Nordics at Valour.

 

“We are very proud and pleased with our collaboration with Valour, which has given our ETP segment a strong start since its launch as recently as June of this year. By transferring all of its ETPs to the Spotlight Stock Market, Valour is advancing a relationship that holds high expectations, particularly for increasing the number of high-quality instruments traded in a secure environment. Additionally, Valour’s ETPs will now be traded on a platform with substantial potential for increased international trading,” comments Spotlight Stock Market CEO Anders Kumlin.

 

Among the ETPs being transferred are popular products based on Bitcoin, Ethereum, and Solana as underlying assets. Valour emphasizes that holders of these instruments will not need to take any action regarding the listing change, which is expected to proceed smoothly with the first trading day on Spotlight scheduled for October 21, 2024.

 

 

This transition marks a new phase in Valour’s partnership with Spotlight and is a key part of its long-term goal to expand and strengthen its presence in the international market for digital asset ETPs.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour's existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK), Hedera (HBAR), Core (CORE), Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Sui (SUI), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour's flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

 

Cautionary note regarding forward-looking information:

 

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the the transfer of ETPs to Spotlight; Valour’s growth strategy in the Nordics; investor confidence in Valour’s ETPs; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.162

 

DeFi Technologies’ Valour Inc. Eliminates Debt with Recent C$5.5 Million (US$4 Million) Payment, Strengthening Financial Position for Growth and Expansion

 

	●	Debt-Free Milestone: Valour Inc. has eliminated its outstanding debt with a final C$5.5 million (US$4 million) payment, completed on October 16, 2024, strengthening its financial position.

	●	Strategic Growth and Expansion: This debt elimination allows Valour to focus resources on growth, innovation, and expansion into new products and markets within the digital asset sector.

●

Enhanced Financial Agility: The repayment, achieved without new equity or debt issuance, underscores Valour’s disciplined financial management, further enabling the Company to pursue emerging revenue opportunities.

 

Toronto, Canada, October 29, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a crypto-native technology company at the forefront of merging traditional capital markets with decentralized finance (“DeFi”), proudly announces that its subsidiary Valour Inc. (“Valour”), a leading issuer of exchange-traded products (“ETPs”) providing simplified access to digital assets, has successfully eliminated its outstanding debt following a final C$5.5 million (US$4 million) repayment completed on October 16, 2024.

 

With this payment, Valour has cleared all outstanding loans, further strengthening its balance sheet and highlighting its commitment to responsible capital management. This financial milestone positions Valour to fully direct its resources toward growth and innovation within the digital assets market, solidifying its role as a leader in accessible digital asset investment solutions.

 

While Valour is now debt-free, DeFi Technologies retains a remaining loan balance of $8.3 million (US$6 million) with Genesis Global Capital LLC (“Genesis”). This balance is expected to be resolved upon the closure of Genesis’s bankruptcy proceedings, further bolstering DeFi Technologies’ strategic financial footing.

 

The debt elimination was achieved without issuing additional equity or incurring new debt, reflecting the Company’s disciplined approach to cash flow management. By reducing interest liabilities, the Company enhances its agility to pursue emerging revenue opportunities in the digital asset space.

 

“Ongoing debt elimination is a testament to Valour’s financial discipline and our commitment to sustainable growth in the digital assets sector,” said Olivier Roussy Newton, CEO of DeFi Technologies. “By clearing our debt, Valour is now fully equipped to channel its resources toward growth and expansion into new products and markets. This achievement enhances our strategic flexibility, allowing us to capitalize on new opportunities and deliver long-term value for our investors and stakeholders as we continue to lead in the digital asset investment space.”

 

 

This accomplishment underscores Valour’s strong financial standing and disciplined capital management. By reducing liabilities, Valour reaffirms its commitment to leveraging its financial agility to strengthen its market position and seize new opportunities in the digital asset industry.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK), Hedera (HBAR), Core (CORE), Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Sui (SUI), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the ability of Valour to generate revenue on its digital assets; future interest expenses; the development and listing of future ETPs; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

Exhibit 99.163

 

DeFi Technologies’ Subsidiary Valour Expands Offerings with First-Ever Valour Bittensor (TAO) SEK ETP in the Nordics on Spotlight Stock Market

 

●

Introduction of Valour Bittensor (TAO) SEK ETP: DeFi Technologies’ subsidiary Valour Inc. has launched the Valour Bittensor (TAO) ETP on Sweden’s Spotlight Stock Market, marking the first Bittensor ETP in the Nordics and expanding its suite of digital asset products with this cutting-edge decentralized machine learning asset. With a market cap of $3.9 billion, TAO ranks #25 among digital assets globally.

 

●

Investment Opportunities in Decentralized Machine Learning: The Valour Bittensor (TAO) SEK ETP provides Nordic investors with unique exposure to TAO, the native token of the Bittensor network, now accessible for the first time in the region. Bittensor revolutionizes machine learning by creating a decentralized, peer-to-peer marketplace where machine intelligence can be exchanged, fostered, and traded. This network functions as a hive mind, pooling AI model intelligence into an ever-growing digital knowledge base and incentivizing global collaboration among developers.

 

●

Strategic Product Expansion: The launch of the first Valour Bittensor ETP in the Nordics underscores Valour’s commitment to bringing innovative digital assets to the market. Listed on the Spotlight Stock Market, this ETP offers Nordic investors the opportunity to invest in groundbreaking advancements within decentralized AI and machine learning, representing a significant step forward in providing regional access to transformative digital assets.

 

Toronto, Canada, October 30, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a crypto-native technology company at the forefront of merging traditional capital markets with decentralized finance (“DeFi”), proudly announces that its subsidiary Valour Inc. (“Valour”), a leading issuer of exchange-traded products (“ETPs”) providing simplified access to digital assets, has listed the first-ever Valour Bittensor (TAO) ETP in the Nordics on the Spotlight Stock Market. This launch provides investors with seamless access to TAO, the token that fuels Bittensor’s decentralized machine learning protocol. With a market cap of $ 3.9 billion, TAO ranks #25 among digital assets globally.

 

The Valour Bittensor (TAO) SEK ETP (ISIN: CH1213604619) is the latest addition to Valour’s range of innovative digital asset products, now available to Nordic investors. The ETP brings unparalleled exposure to the Bittensor network, which turns machine intelligence into a tradable asset within a decentralized marketplace. TAO’s unique utility extends beyond traditional token use by representing individual contributions to this shared intelligence pool, embodying the collective insights within the Bittensor ecosystem. Featuring a 1.9% management fee, this ETP provides streamlined access to the rapidly growing world of decentralized AI.

 

“With the TAO ETP, we’re setting a new standard for AI-backed investments, linking investors to the future of decentralized intelligence,” commented Elaine Buehler, Head of Product at Valour. “This launch brings traditional investors into a dynamic AI ecosystem, pushing the boundaries of digital asset investment in the Nordics for the first time.”

 

 

Unlike traditional centralized machine learning models, Bittensor allows AI models to exchange capabilities and predictions directly in a peer-to-peer network. This decentralized structure encourages diversity and innovation, making Bittensor a key driver in the evolution of machine learning.

 

“By launching the Valour Bittensor ETP in Sweden, we’re expanding investor access to the transformative potential of decentralized machine learning,” said Johanna Belitz, Head of Nordics at Valour. “Our focus remains on providing high-quality products that reflect current market demands and foster innovation. This is an important milestone as the first Bittensor ETP in the Nordics.”

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK), Hedera (HBAR), Core (CORE), Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Sui (SUI), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the the listing of Valour Bittensor (TAO) ETP; the development of the TAO token; investor confidence in Valour’s ETPs; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.164

 

DeFi Technologies Provides Monthly Corporate Update: Subsidiary Valour Reports In Assets Under Management at C$825 Million (US$593 Million), Up 62% This Fiscal Year, and Net Inflows of C$2.1 Million (US$1.5 Million) in October, Among Other Key Developments

 

AUM & Continued Month-over-Month Inflows: Valour reported C$757 million (US$593 million) in AUM as of October 31, 2024, a 62% increase year-to- date, driven by C$2.1 million (US$1.5 million) in net inflows and appreciation of asset prices in October. Key products, including Valour SUI SEK, Valour BTC 0, and Valour TAO SEK, contributed to this strong performance, highlighting growing investor confidence in Valour’s innovative digital asset ETPs.

 

Strong Financial Position: As of October 31, 2024, the cash and USDT balance stood at approximately C$12.9 million (US$9.3 million), a 36% decrease from the previous month, primarily due to a recent C$5.5 million (US$4 million) debt payment that allowed Valour to successfully eliminate its debt. Current loans payable stood at approximately C$8.3 million (US$6 million), a 40% reduction from the previous month. The Company also expanded its digital asset treasury, purchasing and holding 208.8 BTC, 121 ETH, 496,683 ADA, 111,616 DOT, 13,175 SOL, 490.5 UNI, 433,322 AVAX, and 2,935,203 CORE tokens, with a total value of approximately C$43.6 million (US$31.4 million), reflecting a 5% increase from the previous month as of October 31, 2024.

 

TORONTO, Nov. 4, 2024 /CNW/ - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce that its subsidiary, Valour Inc., and Valour Digital Securities Limited (together, “Valour”), a leading issuer of exchange traded products (“ETPs”) has reported assets under management (“AUM”) of C$757 million (US$593 million) as of October 31, 2024, representing a 62% increase year-to-date.

 

In October, Valour saw net inflows of C$2.1 million (US$1.5 million), continuing its streak of monthly inflows and reflecting growing investor confidence and demand for Valour’s ETPs.

 

Key Products Driving Inflows:

 

The products contributing to this exceptional performance include:

 

VALOUR SUI SEK: C$1,994,353 (US$1,432,993)

 

VALOUR BTC 0 SEK: C$288,631 (US$207,389)

 

VALOUR TAO SEK: C$173270 (US$124,499)

 

VALOUR ETH 0 SEK: C$192,314 (US$138,183)

 

VALOUR ICP SEK: C$80,018 (US$57,495)

 

 

These inflows highlight Valour’s leadership in providing access to diverse digital assets.

 

The Company maintains a strong financial position with a cash and USDT balance of approximately C$12.9 million (US$9.3 million), a 36% decrease from the previous month primarily due to a recent C$5.5 million (US$4 million) debt payment, which allowed Valour to successfully eliminate its debt. Current loans payable stood at approximately C$8.3 million (US$6 million) a 40% reduction from the previous month. The Company also expanded its digital asset treasury, purchasing and holding 208.8 BTC, 121 ETH, 496,683 ADA, 111,616 DOT, 13,175 SOL, 490.5 UNI, 433,322 AVAX, and 2,935,203 CORE tokens, with a total value of approximately C$43.6 million (US$31.4 million), reflecting a 5% increase from the previous month as of October 31, 2024.

 

Recent Strategic Developments from October include:

 

Valour Eliminates Debt with Recent C$5.5 Million (US$4 Million) Payment, Strengthening Financial Position for Growth and Expansion

 

Valour successfully eliminated its outstanding debt with a final payment of C$5.5 million (US$4 million) on October 16, 2024. This significant milestone underscores Valour’s commitment to responsible financial management and positions the company to focus on growth, innovation, and expanding its market reach without the constraints of debt. Achieving this without issuing new equity or taking on additional debt highlights Valour’s disciplined approach to cash flow and strategic financial agility, enabling it to pursue emerging opportunities in the digital asset sector.

 

DeFi Technologies Completes Acquisition of Leading Digital Asset Liquidity Provider Stillman Digital

 

DeFi Technologies acquired Stillman Digital, a major digital asset liquidity provider with a significant market footprint, including over US$20 billion in trade volume since 2021. This strategic acquisition enhances DeFi Technologies’ trading capabilities and diversifies its client base and revenue streams. By integrating Stillman’s expertise, DeFi Technologies plans to strengthen its trading operations, including its arbitrage trading desk and DeFi Alpha initiatives. Additionally, Stillman Digital’s future expansion into new segments like Custody, FX, and Proprietary Trading, supported by DeFi Technologies’ resources, is anticipated to drive further revenue growth.

 

DeFi Technologies’ Subsidiary Valour Expands Offerings with First-Ever Valour Bittensor (TAO) SEK ETP in the Nordics on Spotlight Stock Market

 

Valour introduced the Valour Bittensor (TAO) SEK ETP on Sweden’s Spotlight Stock Market, marking the first-ever listing of this decentralized machine-learning asset in the Nordics. This launch provides investors unique access to Bittensor’s innovative peer-to-peer machine intelligence marketplace. This addition to Valour’s product lineup emphasizes the company’s dedication to offering pioneering digital assets that enhance investor exposure to transformative technologies.

 

DeFi Technologies’ Subsidiary Valour Strengthens Nordic Market Strategy with Transfer of Crypto ETPs to Spotlight Stock Market

 

Valour transferred 19 of its ETPs from the Nordic Growth Market to the Spotlight Stock Market in Stockholm. This strategic move aims to bolster its presence in the Nordic market, supporting growth and increasing liquidity. With this transfer, Valour will enhance its market reach and provide investors with a broader suite of crypto-related instruments, which saw SEK 14.3 billion (US$1.3 billion) in trading volume over the past year.

 

DeFi Technologies’ Subsidiary Valour Expands Offerings with Valour Sui (SUI) ETP on Spotlight Stock Market

 

Valour launched the Valour Sui (SUI) ETP on Sweden’s Spotlight Stock Market, expanding its array of innovative digital asset offerings. The Sui blockchain, a high- performance layer-1 network known for its instant transaction finality and low-latency design, supports real-time applications such as gaming and finance. This product launch underlines Valour’s dedication to broadening access to cutting-edge blockchain technologies, reinforcing its strategic position in the digital asset investment landscape.

 

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, weare committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Sui (SUI), Bittensor (TAO), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the growth of AUM; digital asset treasury strategy of the Company; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

View original content to download multimedia:

 

https://www.prnewswire.com/news-releases/defi-technologies-provides-monthly-corporate-update-subsidiary-valour-reports-in-assets-under-management-at-c825-million-us
SOURCE DeFi Technologies Inc.

 

View original content to download multimedia:

 

http://www.newswire.ca/en/releases/archive/November2024/04/c9936.html
%SEDAR: 00007675E

 

For further information: For further information, please contact: Olivier Roussy Newton, Chief Executive Officer, ir@defi.tech, (323) 537-7681
CO: DeFi Technologies Inc.

CNW 08:00e 04-NOV-24

 

 

Exhibit 99.165

 

 

DeFi Technologies Provides Monthly Corporate Update: Subsidiary Valour Reports In Assets Under Management at C$825 Million (US$593 Million), Up 62% This Fiscal Year, and Net Inflows of C$2.1 Million (US$1.5 Million) in October, Among Other Key Developments

 

●

AUM & Continued Month-over-Month Inflows: Valour reported C$757 million (US$593 million) in AUM as of October 31, 2024, a 62% increase year-to-date, driven by C$2.1 million (US$1.5 million) in net inflows and appreciation of asset prices in October. Key products, including Valour SUI SEK, Valour BTC 0, and Valour TAO SEK, contributed to this strong performance, highlighting growing investor confidence in Valour’s innovative digital asset ETPs.

 

●

Strong Financial Position: As of October 31, 2024, the cash and USDT balance stood at approximately C$12.9 million (US$9.3 million), a 36% decrease from the previous month, primarily due to a recent C$5.5 million (US$4 million) debt payment that allowed Valour to successfully eliminate its debt. Current loans payable stood at approximately C$8.3 million (US$6 million), a 40% reduction from the previous month. The Company also expanded its digital asset treasury, purchasing and holding 208.8 BTC, 121 ETH, 496,683 ADA, 111,616 DOT, 13,175 SOL, 490.5 UNI, 433,322 AVAX, and 2,935,203 CORE tokens, with a total value of approximately C$43.6 million (US$31.4 million), reflecting a 5% increase from the previous month as of October 31, 2024.

 

Toronto, Canada, November 4, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce that its subsidiary, Valour Inc., and Valour Digital Securities Limited (together, “Valour”), a leading issuer of exchange traded products (“ETPs”) has reported assets under management (“AUM”) of C$757 million (US$593 million) as of October 31, 2024, representing a 62% increase year-to-date.

 

In October, Valour saw net inflows of C$2.1 million (US$1.5 million), continuing its streak of monthly inflows and reflecting growing investor confidence and demand for Valour’s ETPs.

 

Key Products Driving Inflows:

 

The products contributing to this exceptional performance include:

 

●

VALOUR SUI SEK: C$1,994,353 (US$1,432,993)

 

●

VALOUR BTC 0 SEK: C$288,631 (US$207,389)

 

●

VALOUR TAO SEK: C$173270 (US$124,499)

 

●

VALOUR ETH 0 SEK: C$192,314 (US$138,183)

 

●

VALOUR ICP SEK: C$80,018 (US$57,495)

 

 

 

These inflows highlight Valour’s leadership in providing access to diverse digital assets.

 

The Company maintains a strong financial position with a cash and USDT balance of approximately C$12.9 million (US$9.3 million), a 36% decrease from the previous month primarily due to a recent C$5.5 million (US$4 million) debt payment, which allowed Valour to successfully eliminate its debt. Current loans payable stood at approximately C$8.3 million (US$6 million) a 40% reduction from the previous month. The Company also expanded its digital asset treasury, purchasing and holding 208.8 BTC, 121 ETH, 496,683 ADA, 111,616 DOT, 13,175 SOL, 490.5 UNI, 433,322 AVAX, and 2,935,203 CORE tokens, with a total value of approximately C$43.6 million (US$31.4 million), reflecting a 5% increase from the previous month as of October 31, 2024.

 

Recent Strategic Developments from October include:

 

Valour Eliminates Debt with Recent C$5.5 Million (US$4 Million) Payment, Strengthening Financial Position for Growth and Expansion

 

Valour successfully eliminated its outstanding debt with a final payment of C$5.5 million (US$4 million) on October 16, 2024. This significant milestone underscores Valour’s commitment to responsible financial management and positions the company to focus on growth, innovation, and expanding its market reach without the constraints of debt. Achieving this without issuing new equity or taking on additional debt highlights Valour’s disciplined approach to cash flow and strategic financial agility, enabling it to pursue emerging opportunities in the digital asset sector.

 

DeFi Technologies Completes Acquisition of Leading Digital Asset Liquidity Provider Stillman Digital

 

DeFi Technologies acquired Stillman Digital, a major digital asset liquidity provider with a significant market footprint, including over US$20 billion in trade volume since 2021. This strategic acquisition enhances DeFi Technologies’ trading capabilities and diversifies its client base and revenue streams. By integrating Stillman’s expertise, DeFi Technologies plans to strengthen its trading operations, including its arbitrage trading desk and DeFi Alpha initiatives. Additionally, Stillman Digital’s future expansion into new segments like Custody, FX, and Proprietary Trading, supported by DeFi Technologies’ resources, is anticipated to drive further revenue growth.

 

DeFi Technologies’ Subsidiary Valour Expands Offerings with First-Ever Valour Bittensor (TAO) SEK ETP in the Nordics on Spotlight Stock Market

 

Valour introduced the Valour Bittensor (TAO) SEK ETP on Sweden’s Spotlight Stock Market, marking the first-ever listing of this decentralized machine-learning asset in the Nordics. This launch provides investors unique access to Bittensor’s innovative peer-to-peer machine intelligence marketplace. This addition to Valour’s product lineup emphasizes the company’s dedication to offering pioneering digital assets that enhance investor exposure to transformative technologies.

 

 

 

DeFi Technologies’ Subsidiary Valour Strengthens Nordic Market Strategy with Transfer of Crypto ETPs to Spotlight Stock Market

 

Valour transferred 19 of its ETPs from the Nordic Growth Market to the Spotlight Stock Market in Stockholm. This strategic move aims to bolster its presence in the Nordic market, supporting growth and increasing liquidity. With this transfer, Valour will enhance its market reach and provide investors with a broader suite of crypto-related instruments, which saw SEK 14.3 billion (US$1.3 billion) in trading volume over the past year.

 

DeFi Technologies’ Subsidiary Valour Expands Offerings with Valour Sui (SUI) ETP on Spotlight Stock Market

 

Valour launched the Valour Sui (SUI) ETP on Sweden’s Spotlight Stock Market, expanding its array of innovative digital asset offerings. The Sui blockchain, a high-performance layer-1 network known for its instant transaction finality and low-latency design, supports real-time applications such as gaming and finance. This product launch underlines Valour’s dedication to broadening access to cutting-edge blockchain technologies, reinforcing its strategic position in the digital asset investment landscape.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Sui (SUI), Bittensor (TAO), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the growth of AUM; digital asset treasury strategy of the Company; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

Exhibit 99.166

 

DeFi Technologies Subsidiary Valour Introduces World’s first Physical Yield Bearing Bitcoin (1VBS) ETP in Collaboration with Core Foundation, to German Investors on Xetra, Offering Exposure to Bitcoin with an initial fixed yield of 1.40%

 

	●	Launch of Physically Backed Yield-Bearing Bitcoin (BTC) ETP on Xetra: Valour Digital Securities Limited and Core Foundation partner to bring a yield-bearing Bitcoin (“BTC”) ETP on Frankfurt Börse Xetra with a 0.9% management fee, offering German investors to Bitcoin with an initial fixed yield of 1.40%.

●

1Valour Bitcoin Physical Staking (1VBS) ETP with Core Blockchain: The Core blockchain network, powered by Bitcoin, forms the foundation for 1Valour Bitcoin Physical Staking (1VBS) ETP (ISIN: GB00BRBV3124), providing Ethereum Virtual Machine (“EVM”) compatibility and the innovative Satoshi Plus consensus mechanism to enhance security and scalability.

 

●

Simplified Investment with 1Valour Bitcoin Physical Staking (1VBS)ETP: Through delegating Bitcoins to Core validators, this innovative product ensures custodial control while offering yield without the need for investors to set up their own validators. The yield is reflected in the Digital Asset Entitlement and Net Asset Value (NAV) at the end of each trading day.

 

Toronto, Canada, November 5, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (“DeFi”), is pleased to announce that Valour Digital Securities Limited ("Valour"), a leading issuer of exchange traded products ("ETPs") that provide simplified access to digital assets, has introduced a new physically backed, high-yield Bitcoin (“BTC”) ETP for German investors in collaboration with Core Foundation, an organization dedicated to the development of the Core blockchain network ("Core Chain"). This addition to Valour’s portfolio on Xetra offers a new, physically backed option alongside the yield-focused certificate launched earlier this year, to address diverse investor needs.

 

The ETP provides German investors exposure to Bitcoin with an initial fixed yield of 1.40% (annualized) on the Xetra premium exchange.

 

“This new staking ETP represents a significant opportunity to investors. 1VBS not only invests the world’s strongest crypto currency but also generates passive income through an innovative staking mechanism. This dual benefit enhances an investor’s investment strategy while simplifying the process, allowing the earning of rewards without the technical complexities of managing underlying assets and staking process. It is a compelling option for informed investors seeking to grow their portfolios in a regulated environment.", says Elaine Buehler, Head of Product at Valour.

 

 

Trading of the 1Valour Bitcoin Physical Staking (1VBS) ETP (ISIN: GB00BRBV3124) commenced on November 1, 2024, with a 0.9% management fee.

 

“We’re thrilled to bring German investors a new, physically backed, yield-bearing Bitcoin ETP on Xetra, offering secure and simplified access to Bitcoin’s growth potential with an attractive initial fixed yield of 1.40%,” said Olivier Roussy Newton, CEO of DeFi Technologies. “This partnership with Core Foundation underscores our commitment to developing trusted, institutionally aligned digital asset solutions. By maintaining full custodial control within a compliant framework, we enable investors to benefit from Bitcoin staking with the security and confidence they expect from regulated financial products.”

 

Core Chain: Enhancing Security and Yield

 

The Core blockchain network, a Bitcoin-powered layer-one blockchain compatible with Ethereum Virtual Machine (EVM) smart contracts, supports 1Valour Bitcoin Physical Staking (1VBS). By leveraging 50% of Bitcoin mining hash power, Core Chain enhances security in exchange for unlocking Bitcoin utility and rewards, making it the most Bitcoin-aligned EVM blockchain, with features including BTCfi and Bitcoin staking.

 

1Valour Bitcoin Physical Staking (1VBS) simplifies Bitcoin investment, making it secure and accessible for investors seeking Bitcoin’s growth potential. Yield is credited to each product’s Digital Asset entitlement and reflected in the Net Asset Value (NAV) daily.

 

Yield Generation and Custodial Security

 

The 1Valour Bitcoin Physical Staking (1VBS) ETP generates yield by delegating Bitcoins to a Core Chain validator through non-custodial, native Bitcoin staking. Staking rewards, received as CORE tokens in a separate wallet, are converted to Bitcoins and added to the ETP’s NAV and own wallet daily. The underlying assets of the ETP remain in Bitcoins at all times. Core Chain, a secure and scalable layer-one blockchain powered by Bitcoin, is supported by a unique ‘Satoshi Plus’ consensus mechanism that enables Bitcoin miners to delegate Proof of Work (“DPoW”) to Core validators, thereby developing the potential of Bitcoin-backed decentralized applications.

 

Throughout the staking process, Valour retains full custodial control, ensuring security and compliance. Bitcoins are securely staked through a ‘stake transaction,’ a native Bitcoin transaction type with a short-term lockup period, including staking details like the Core Validator and reward address. During the lockup, the underlying Bitcoins cannot be transferred or slashed, and they remain under Valour’s custodial control with a regulated custodian at all times.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour's existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK), Hedera (HBAR), Core (CORE), Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Sui (SUI), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour's flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

Cautionary note regarding forward-looking information:

 

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the the listing of 1Valour Bitcoin Physical Staking (1VBS) ETP and yields thereunder; the development of the Core blockchain; investor confidence in Valour’s ETPs; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.167

 

 

DeFi Technologies’ Subsidiary Valour Inc. Reaches Record C$883 Million (US$633 Million) in AUM post US Election (and record BTC prices), Up Over 73% This Fiscal Year, with Net Sales of ETP Products Exceeding C$120 Million (US$86 Million) Over the Past 12 Months

 

	●	Valour. Reaches Record AUM Growth: Valour., a subsidiary of DeFi Technologies, has reached a record AUM of C$883 million (US$633 million), marking a 73% increase this fiscal year. This growth is fueled by strong investor demand, with net sales exceeding C$120 million (US$86 million) over the past 12 months, and an increase in overall digital asset prices.

	●	Product Expansion and Market Reach: Valour is expanding its product lineup, currently offering 28 ETPs and aiming to reach 40 by year-end, with plans to grow to 100 ETPs by the end of 2025. Valour is also actively pursuing regulatory approval to enter markets in North Africa, the Middle East, and additional emerging regions to meet global demand for regulated digital asset products.

●

Q3 2024 Financial Results: DeFi Technologies will release Q3 2024 financial results on Thursday, November 14, 2024 after market close, and hold a shareholder call on Monday, November 18, 2024. The time and further details will follow.

 

Toronto, Canada, November 7, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce that its subsidiary, Valour Inc., and Valour Digital Securities Limited (together, “Valour”), a leading issuer of exchange traded products (“ETPs”) has achieved a record high in assets under management (“AUM”), reaching C$883 million (US$633 million) as of November 5, 2024. This represents a 73% increase this fiscal year.

 

Valour’s AUM expansion is driven by high demand for its regulated ETP solutions, with net sales exceeding C$120 million (US$86 million) over the past 12 months and benefiting from digital asset price appreciation. This impressive growth reflects rising investor interest and confidence in digital assets, as Valour’s ETP solutions provide regulated exposure to the digital asset market.

 

Aligned with this growth, Valour has expanded its product lineup to 28 ETPs and aims to reach 40 by year-end, with plans to launch 100 ETPs by the end of 2025. Valour is also actively pursuing regulatory approval to expand its offerings into North Africa, the Middle East, and other emerging markets to meet the growing demand for regulated digital asset products.

 

Olivier Roussy Newton, CEO of DeFi Technologies, commented, “Reaching this AUM milestone is a testament to the increasing confidence in our innovative investment solutions and the broader digital asset market. We are still in the early stages of our growth journey, and with the momentum we’re seeing in market demand, we anticipate even stronger tailwinds propelling us forward. Our focus remains on expanding access to regulated digital asset products, and we’re excited to build on this foundation in the months and years ahead.”

 

 

 

DeFi Alpha Strategy

 

The Company is currently assessing multiple arbitrage opportunities, having generated C$113.8 million (US$83.4 million) in Q2 and C$19.3 million (US$14.1 million) in Q3 with zero losses to date. This strategy has strengthened the Company’s financial position, enabling debt repayment and supporting the deployment of a digital asset treasury strategy.

 

DeFi Technologies remains financially robust, with cash and USDT holdings of approximately C$12.9 million (US$9.3 million) as of October 31, 2024, primarily due to a recent debt repayment of C$5.5 million (US$4 million), which allowed Valour to eliminate its outstanding debt. The Company has also expanded its digital asset treasury, now holding a diversified portfolio valued at approximately C$43.6 million (US$31.4 million) as of October 31, 2024. This portfolio includes 208.8 BTC, 121 ETH, 496,683 ADA, 111,616 DOT, 13,175 SOL, 490.5 UNI, 433,322 AVAX, and 2,935,203 CORE tokens.

 

DeFi Technologies and Valour continue to lead the evolving digital asset market, advancing the mainstream adoption of digital assets through regulated, secure, and accessible investment products.

 

Q3 2024 Financial Results

 

The Company also announces that it will release its Q3 2024 financial results on Thursday, November 14, 2024, after market close, and hold a shareholder call on Monday, November 18, 2024. The time and further details will follow.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

 

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Sui (SUI), Bittensor (TAO), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the growth of AUM; development and listing of ETPs; identification and execution of DeFi Alpha trading opportunitites; digital asset treasury strategy of the Company; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.168

 

DeFi Technologies Announces Launch of SolFi Technologies to Expand Shareholder Exposure to the Solana (SOL) Ecosystem

 

	●	DeFi Technologies launches SolFi Technologies, a spinout company, focused on providing investors with direct exposure to the Solana blockchain ecosystem through proprietary trading, validator node operations, and ecosystem investments.

	●	Optimizing Solana Yield: SolFi Technologies uses proprietary algorithms and innovative financing strategies to acquire, hold, and stake Solana (SOL). By staking Solana with DeFi Technologies’ validator and proprietary Maximum Extractable Value (MEV) engine (battle-tested with over C$508 million (US$365 million) in staked Solana), SolFi Technologies aims to generate consistent cash flow at higher yields than third-party staking providers, which can then be reinvested or distributed to shareholders as dividends.

●

Treasury Strategy Underpinned by Operating Company: SolFi Technologies is incubating and evaluating strategic acquisitions of operating companies to underpin its Solana treasury strategy with cash flows to accelerate its token acquisition and staking revenues.

 

Toronto, Canada, November 12, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a crypto-native technology company at the forefront of merging traditional capital markets with decentralized finance ("DeFi"), is pleased to announce the launch of SolFi Technologies (www.solfitech.co), a new pure-play investment vehicle dedicated to providing traditional investors with specific access to the expanding Solana (“SOL") ecosystem. This partnership represents a significant milestone for both companies, offering a unique gateway to Solana’s DeFi-driven growth and staking cash flows directly through brokerage accounts.

 

SolFi Technologies aims to generate consistent cash flow at higher yields than third-party staking providers, with these yields reinvested or distributed to its shareholders as dividends, enhancing returns and compounding growth. As a cornerstone shareholder and partner, DeFi Technologies will benefit from increased exposure to Solana’s performance, unlocking new growth potential and revenue streams that complement its existing portfolio.

 

 

●

Proprietary Trading and Treasury Strategy: SolFi Technologies will use advanced trading algorithms and creative financing structures to acquire and hold SOL, implementing strategies that maximize operational cash flow and ensure long-term value creation for shareholders.

 

	●	Validator Node Operations: SolFi Technologies will operate a high-performance validator node on the Solana network, leveraging the MEV engine to optimize staking yields and enhance network performance. SolFi will reinvest cash flows from its high-yield staking to support its treasury strategy.

	●	Operating Company: SolFi Technologies will seek bolt-on acquisitions of operating companies to diversify cash flows and accelerate its treasury and staking strategy.

●

Ecosystem Investments: Through its dedicated venture arm, SolFi will invest in innovative projects and leading teams within the Solana ecosystem.

 

CEO of DeFi Technologies, Olivier Roussy Newton commented: “We are excited for DeFi Technologies to be a shareholder of and partner with SolFi Technologies in this Solana-focused venture. The success of Microstrategy has elevated exposure to the #1 digital asset in Bitcoin, and we look forward to focusing SolFi’s digital asset strategy towards Solana from the ground-up. Like Microstrategy, SolFi will generate cash flow from an operating company, and tap capital markets for creative financing structures that allows SolFi to quickly grow its treasury and accelerate its staking operations. Together with SolFi Technologies, we are confident that we will drive value for our shareholders and help shape the future of blockchain technology.”

 

About Solana

 

Solana has emerged as one of the most technologically advanced blockchain ecosystems in 2024, driven by its unique hybrid consensus mechanisms—Proof of History (PoH) and Proof of Stake (PoS). The network can process over 65,000 transactions per second, making it one of the fastest and most scalable blockchains in existence.

 

Key metrics highlight Solana’s impressive growth:

 

●

Daily Transactions: As of October 2024, Solana recorded 42.7 million daily transactions compared to 1.1 million on Ethereum.

 

	●	Price Growth: In 2024, Solana’s token (SOL) saw a more than tenfold increase, rising from US$20 in January to US$218 by November.

	●	Liquidity: Solana maintains robust liquidity, with 24-hour trading volumes regularly exceeding US$4 billion.

●

Strategic Partnerships: Major tech companies, including PayPal, Stripe, Google, and Shopify, have integrated with Solana, validating its status as a highly scalable, low-cost blockchain.

 

Solana’s ecosystem has rapidly expanded with the rise of DeFi platforms and other decentralized applications. With key projects like Serum, Raydium, and Audius driving this growth, Solana is now a preferred choice for developers and investors seeking a scalable, cost-effective blockchain infrastructure.

 

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionizing the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/

 

About SolFi Technologies

 

SolFi Technologies is an innovative investment vehicle that is designed to provide investors with access to the Solana (SOL) ecosystem. Structured to emulate MicroStrategy's model for Solana, SolFi leverages proprietary trading strategies, staking, and ecosystem investments to maximize value for shareholders. SolFi is dedicated to delivering unique financial opportunities for investors seeking exposure to decentralized finance (DeFi) and blockchain innovation. For more information, visit www.solfitech.co.

 

Cautionary note regarding forward-looking information:

 

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the the formation and development of SolFi Technologies; the business strategy and plan of SolFi Technologies; SolFi Technologies’ ability to generate cash flow and levels of such cash flow; SolFi Technologies’ acquisition of operating companies; investments by SolFi Technologies into innovative projects on the Solana ecosystem; investor interest and confidence in digital assets, in particular in SOL; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the ability of SolFi Technologies to execute on its business plan; the growth of the Soloana ecosystem; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

3

 

Exhibit 99.169

 

 

DeFi Technologies Announces Shareholder Call to Discuss Q3 2024 Financial Results

 

TORONTO – November 12, 2024 – DeFi Technologies Inc. (the “Company” or “DEFI”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company and the first and only publicly traded company that bridges the gap between traditional capital markets, Web3 and decentralised finance, today announces it will conduct a shareholder call on Friday November 15, 2024 at 12:00 p.m. EST to discuss its financial performance for the three month and nine month period ending September 30, 2024.

 

IMPORTANT – To register for the webcast see below:

 

When: November 15, 2024

Time: 12:00 PM Eastern Time

Topic: DeFi Technologies Q3 Financials

 

Register in advance for this webinar:

 

https://zoom.us/webinar/register/WN__QSot0GtTC-06IIyrkLIZg

 

After registering, you will receive a confirmation email containing information about joining the webinar.

 

Learn more about DeFi Technologies at defi.tech

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionizing the way individuals and institutions interact with the evolving financial ecosystem. Join DeFi Technologies’ digital community on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets like Bitcoin in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).For more information on Valour, to subscribe, or to receive updates and financial information, visit valour.com.

 

 

About Reflexivity Research

 

Reflexivity Research LLC is a leading research firm specializing in the creation of high-quality, in-depth research reports for the bitcoin and digital asset industry, empowering investors with valuable insights. For more information please visit https://www.reflexivityresearch.com/

 

About Stillman Digital

 

Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement, and technology. For more information, please visit https://www.stillmandigital.com

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the financial results of the Company; the shareholder call; development of ETPs; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by DeFi and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited to the growth and development of decentralized finance and the digital asset sector; rules and regulations with respect to decentralized finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

 

 

Exhibit 99.170

 

DeFi Technologies Launches CoreFi Strategy: A MicroStrategy-Inspired Approach for Amplifying Bitcoin Returns with CORE

 

●

DeFi Technologies Launches CoreFi Strategy: Modeled after successful companies like MicroStrategy, CoreFi Strategy offers a leveraged, regulated approach to Bitcoin yield and CORE, Core blockchain's native asset, providing investors high-beta exposure to Bitcoin and BTCfi.

 

●

Core Blockchain’s Key Role in BTC Staking: Core blockchain, aligned with Bitcoin, integrates Non-Custodial Staking and Dual Staking with significant Bitcoin mining support, fostering sustainable Bitcoin yields and increased utility within a high-upside Bitcoin ecosystem.

 

Toronto, Canada, November 14, 2024 — DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a crypto-native technology company at the forefront of merging traditional capital markets with decentralized finance ("DeFi"), is pleased to announce the launch of CoreFi Strategy Corp (“CoreFi Strategy”). Modeled after MicroStrategy and MetaPlanet's successful approaches, CoreFi Strategy offers a regulated, leveraged pathway to Bitcoin yield and CORE—the native asset of the Core blockchain, designed to unlock sustainable Bitcoin yield and other key functions.

 

CoreFi Strategy (www.corefistrategy.com/) will focus on BTCfi, one of the fastest-growing sectors and largest opportunities in crypto. Like MicroStrategy and Metaplanet’s accumulation of Bitcoin, CoreFi Strategy will dual stake and hold CORE and BTC, while using innovative financing strategies to increase its treasury holdings. This approach offers capital market participants regulated access to BTCfi and the potential for higher beta Bitcoin returns.

 

A New Path to BTCfi Exposure

 

Earlier this year, Valour Inc., a subsidiary of DeFi Technologies (“Valour”) and a leading issuer of exchange traded products ("ETPs"), launched the first yield-bearing BTC ETP, which uses Core’s Non-Custodial Bitcoin Staking product to return investors 5.65% yield on its Bitcoin holdings. Valour also launched a CORE ETP, granting institutional investors exposure to the CORE token through their traditional brokerage accounts. It’s currently available to German investors on Börse Frankfurt, the largest German stock exchange.

 

Core is the most Bitcoin-aligned blockchain with over 8,200 staked Bitcoin and ~75% of Bitcoin mining hash power contributing to the security of its leading ecosystem of over $700M in TVL, 1M+ weekly active wallets, 310M+ total transactions, and 100+ applications. The recent integration of Dual Staking enables Bitcoin stakers who also stake CORE tokens to earn higher Bitcoin staking rates, making CORE essential to unlocking sustainable Bitcoin yields. This unique relationship to the Bitcoin asset makes CORE a high-beta, high-upside Bitcoin ecosystem asset within a regulated framework.

 

“CoreFi Strategy represents a unique opportunity to capitalize on the BTCfi revolution by providing direct exposure to Core’s growth,” said Olivier Roussy Newton, CEO of DeFi Technologies. “Investors will have the chance to participate in the rapid adoption of Core as a yield-bearing BTCfi protocol, similar to how MicroStrategy unlocked early Bitcoin exposure for Wall Street.”

 

 

Maximizing CORE Holdings

 

Similar to MicroStrategy and MetaPlanet’s focus on BTC, CoreFi Strategy will actively acquire and hold CORE assets, using smart leverage to maximize potential gains. MicroStrategy’s stock has historically traded at a premium, often outperforming Bitcoin by 1.5x-2.5x, due to the company’s position as a pure-play Bitcoin investment vehicle. In the last year, MicroStrategy has risen 632%+, outperforming BTC by more than 3x, and MetaPlanet has risen by 920%+, outperforming BTC by nearly 7x, highlighting the opportunity for public companies to leverage capital markets to exceed the performance of their Bitcoin holdings.

 

CoreFi Strategy aims to capture this momentum by enabling investors to participate in CORE’s yield generation, Non-Custodial Bitcoin Staking, and Dual Staking model, which aligns incentives between Bitcoin and Core. As BTCfi grows, CoreFi Strategy positions itself as the key vehicle for accessing this emerging sector within a regulated public market.

 

About Core

 

Core is the Proof of Stake (PoS) layer for Bitcoin, enabling Non-Custodial Bitcoin Staking and supporting an EVM-compatible BTCfi ecosystem. Since April 2024, over 8,200 BTC have been staked with Core, enhancing Bitcoin’s utility and security. Core is the most Bitcoin-aligned EVM blockchain, with ~76% of Bitcoin mining hash power contributing to the network’s security. This breakthrough has amassed millions of Core adopters - over 27M unique addresses, 310M+ transactions, and over 800M TVL since its mainnet launch in January 2023.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionizing the way individuals and institutions interact with the evolving financial ecosystem.

 

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, "Valour") issues exchange traded products ("ETPs") that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

Cautionary note regarding forward-looking information:

 

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the formation and development of CoreFi Strategy; the business strategy and plan of CoreFi Strategy; CoreFi Strategy's ability to generate cash flow and levels of such cash flow; investor interest and confidence in digital assets, in particular in Bitcoin; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the ability of CoreFi Strategy to execute on its business plan; the growth of the Bitcoin ecosystem; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
+1 (323) 537-7681

 

Exhibit 99.171

 

 

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

For the three and nine months ended September 30, 2024 and 2023

 

(expressed in Canadian dollars)

 

 

DeFi Technologies Inc.

 

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

 

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

 

The Company’s independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada (CPA Canada) for a review of interim financial statements by an entity’s auditor.

 

 

DeFi Technologies Inc.

 

Table of Contents

 

Condensed consolidated interim statements of financial position	1
Condensed consolidated interim statements of operations and comprehensive income (loss)	2
Condensed consolidated interim statements of cash flows	3
Condensed consolidated interim statements of changes in equity	4
Notes to the condensed consolidated interim financial statements	5-43

 

 

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian dollars)

 

		Note		September 30, 2024				December 31, 2023
				$				$
Assets
Current
Cash and cash equivalents		3,18			20,702,196				6,727,482
Amounts receivable		5,18			1,081,075				54,036
Prepaid expenses		6			4,066,680				1,509,824
Digital assets		7,18			227,317,209				188,342,579
Digital assets loaned		7			38,660,569				270,362,684
Digital assets staked		7			540,243,221				30,516,888
Total current assets					832,070,950				497,513,493
Private investments, at fair value through profit and loss		4,18,21			44,351,316				43,540,534
Digital assets		7			754,857				643,487
Equipment					748				7,679
Intangible assets		8,9			2,432,963				3,542,888
Goodwill		8,9			49,348,414				46,712,027
Total assets					928,959,248				591,960,108
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		10,18,21			5,228,686				9,174,846
Loans payable		11,18			13,499,000				56,210,709
ETP holders payable		12,18			770,485,178				508,130,490
Deferred revenue					548,262				-
Total current liabilities					789,761,126				573,516,045
Shareholders’ equity
Common shares		16(b)			182,702,414				170,687,476
Preferred shares					4,321,350				4,321,350
Share-based payments reserves		17			41,699,333				28,631,887
Accumulated other comprehensive income					(3,743,605	)			(1,652,547	)
Non-controlling interest					(380	)			(4,871	)
Deficit					(85,780,990	)			(183,539,232	)
Total equity					139,198,122				18,444,063
Total liabilities and equity					928,959,248				591,960,108
Nature of operations and going concern		1
Commitments and contingencies		22

 

Approved on behalf of the Board of Directors:
“Olivier Roussy Newton”		“Stefan Hascoet”
Director		Director

 

See accompanying notes to these condensed consolidated interim financial statements

 

 

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)

(Expressed in Canadian dollars)

 

				Three months ended September 30,								Nine months ended September 30
		Note		2024				2023				2024				2023
				$				$				$				$
				(Restated - see Note 25)								(Restated - see Note 25)
Revenues
Realized and net change in unrealized gains and (losses) on digital assets		13			52,301,189				(11,096,160	)			282,773,515				39,319,425
Realized and net change in unrealized gains and (losses) on ETP payables		14			(41,382,409	)			16,105,048				(160,541,299	)			(40,424,382	)
Staking and lending income					8,794,328				746,871				22,865,352				2,083,346
Management fees					2,069,013				243,845				5,946,327				703,538
Research revenue					261,741				-				1,102,192				-
Node revenue					182				3,280				4,891				8,256
Realized gain (loss) on investments		4			-				(658	)			634,271				(4,683	)
Unrealized gain (loss) on investments		4			2,144,940				1,217				(353,478	)			316,080
Interest income					2,756				552				4,268				809
Total revenues					24,191,741				6,003,995				152,436,040				2,002,389
Expenses
Operating, general and administration		15,21			6,270,895				3,246,755				39,751,013				7,118,691
Share based payments		17			11,962,871				387,329				17,014,376				1,830,209
Depreciation - equipment					1,601				3,236				6,929				9,709
Amortization - intangibles		9			537,546				509,575				1,568,925				1,528,725
Finance costs					783,865				1,082,576				3,450,634				2,644,105
Transaction costs					1,989,609				164,900				3,569,813				484,619
Foreign exchange (gain) loss					(22,265,251	)			3,526,454				(15,124,045	)			8,280,483
Impairment loss		9			-				-				4,962,021				-
Total expenses					(718,864	)			8,920,825				55,199,666				21,896,541
Income (loss) before other item					24,910,605				(2,916,830	)			97,236,374				(19,894,152	)
Loss on settlement of debt					-				26,389				-				(172,093	)
Net income (loss) for the period					24,910,605				(2,890,441	)			97,236,374				(20,066,245	)
Other comprehensive (loss)
Foreign currency translation (loss)					(932,469	)			(1,829,345	)			(2,091,058	)			(102,841	)
Net income (loss) and comprehensive income (loss) for the period					23,978,136				(4,719,786	)			95,145,316				(20,169,086	)
Net income (loss) attributed to:
Owners of the parent					24,910,529				(2,891,620	)			97,231,883				(20,067,424	)
Non-controlling interests					77				1,179				4,491				1,179
					24,910,606				(2,890,441	)			97,236,374				(20,066,245	)
Net income (loss) and comprehensive income (loss) attributed to:
Owners of the parent					23,978,059				(4,720,965	)			95,140,825				(20,170,265	)
Non-controlling interests					77				1,179				4,491				1,179
					23,978,136				(4,719,786	)			95,145,316				(20,169,086	)
Income (loss) per share
Basic					0.08				(0.01	)			0.33				(0.09	)
Diluted		24			0.07				(0.01	)			0.29				(0.09	)
Weighted average number of shares outstanding:
Basic					298,101,066				224,661,137				291,401,579				223,084,360
Diluted		24			355,303,374				224,661,137				339,793,738				223,084,360

 

See accompanying notes to these condensed consolidated interim financial statements

 

 

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian dollars)

 

				Nine months ended September 30,
		Note		2024				2023
				$				$
				(Restated - See Note 25)
Cash (used in) provided by operations:
Net Income (loss) for the period				$	97,236,374			$	(20,066,245	)
Adjustments to reconcile net (loss) income to cash (used in) operating activities:
Share-based payments		17			17,014,376				1,830,209
Loss on debt for shares					-				172,093
Impairment loss		9			4,962,021				-
Interest expense					-				2,644,105
Interest income					-				(2,644,104	)
Depreciation - equipment					6,929				9,709
Amortization - Intangible asset		9			1,568,925				1,528,725
Realized loss on investments, net					(634,271	)			4,683
Unrealized (gain) loss on investments, net					353,478				(316,080	)
Realized and net change in unrealized (gains) and loss on digital assets		13			(282,773,515	)			(39,319,425	)
Realized and net change in unrealized (gains) and loss on ETP		14			160,541,299				40,424,382
Staking and lending income					(22,865,352	)			(2,083,346	)
Management fees					(5,946,327	)			(703,538	)
Node revenue					(4,891	)			(8,256	)
Digital asset transaction costs					(2,725,932	)			-
Unrealized loss on foreign exchange					(602,018	)			(342,028	)
					(33,868,906	)			(18,869,116	)
Adjustment for:
Purchase of digital assets					(585,369,955	)			(88,193,590	)
Disposal of digital assets					603,388,535				64,269,115
Purchase of investments					(1,360,400	)			-
Disposal of investments					752,230				12,407
Change in amounts receivable					(923,514	)			60,977
Change in prepaid expenses and deposits					(2,535,408	)			147,418
Change in accounts payable and accrued liabilities					(3,948,356	)			2,533,457
Change in deferred revenue					195,036				-
Net cash (used in) operating activities					(23,670,738	)			(40,039,332	)
Investing activities
Cash received from acquisition of subsidiary					319,643				-
Net cash provided by investing activities					319,643				-
Financing activities
Proceeds from ETP holders					489,877,373				150,736,395
Payments to ETP holders					(409,290,734	)			(117,547,052	)
Loan Payable					-				4,260,870
Loan repaid		11			(43,871,750	)			-
Proceeds from option exercises		17			1,051,950				-
Proceeds from exercise of warrants		17			1,505,712				-
NCIB		16			(2,025,315	)			-
Net cash provided by financing activities					37,247,236				37,450,213
Effect of exchange rate changes on cash and cash equivalents					78,573				(172,567	)
Change in cash and cash equivalents					13,974,714				(2,761,686	)
Cash, beginning of year					6,727,482				4,906,165
Cash and cash equivalents, end of period				$	20,702,196			$	2,144,479

 

See accompanying notes to these condensed consolidated interim financial statements

 

 

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Changes in Equity

(Expressed in Canadian dollars)

 

																		Share-based payments
		Number of Common Shares				Common Shares				Number of Preferred Shares				Preferred Shares				Options				Deferred Shares Unit (DSU)				Treasury shares				Warrants				Share-based Payments Reserve				Accumulated other comprehensive income				Non-controlling interest				Deficit				Total
Balance, December 31, 2023			276,658,208			$	170,687,476				4,500,000			$	4,321,350			$	17,968,263			$	8,040,660			$	27,453			$	2,595,513			$	28,631,889				(1,652,548	)			(4,871	)			(183,539,232	)			18,444,063
Acquisition of Reflxivity			5,000,000				3,100,000				-				-				-				-				-				-				-				-				-				-				3,100,000
Acquisition of Solana IP			7,297,090				4,962,021				-				-				-				-				-				-				-				-				-				-				4,962,021
Warrants exercised			6,112,789				1,956,068				-				-				-				-				-				(450,356	)			(450,356	)			-				-				-				1,505,713
Option exercised			2,692,500				1,907,569				-				-				(798,211	)			-				-				-				(798,211	)			-				-				-				1,109,359
DSU exercised			2,107,281				1,753,984				-				-				-				(1,712,377	)			-				-				(1,712,377	)			-				-				(57,412	)			(15,805	)
Option expiry			-				-				-				-				(874,004	)			-				-				-				(874,004	)			-				-				874,004				-
DSU surrendered																							(111,983	)											(111,983	)											70,376				(41,608	)
NCIB			(1,020,000	)			(1,664,704	)			-				-				-				-				-				-				-				-				-				(360,609	)			(2,025,313	)
Share-based payments			-				-				-				-				9,158,892				7,855,483				-				-				17,014,376				-				-				-				17,014,376
Net inome (loss) and comprehensive income (loss) for the period			-				-				-				-				-				-				-				-				-				(2,091,058	)			4,491				97,231,883				95,145,316
Balance, September 30, 2024			298,847,868			$	182,702,414				4,500,000			$	4,321,350			$	25,454,941			$	14,071,783			$	27,453			$	2,145,157			$	41,699,333			$	(3,743,605	)		$	(380	)		$	(85,780,990	)		$	139,198,122
							-
Balance, December 31, 2022			219,010,501			$	166,151,401				4,500,000			$	4,321,350			$	20,317,312			$	6,977,106			$	27,453			$	588,113			$	27,909,984				(2,996,218	)			-				(167,477,256	)			27,909,261
Shares issued for debt settlement			13,697,095				1,449,102				-				-				-				-				-				-				-				-				-				-				1,449,102
Warrants expired			-				-				-				-				-				-				-				(423,261	)			(423,261	)			-				-				423,261				-
Options cancelled			-				-				-				-				(4,050,502	)			-				-				-				(4,050,502	)			-				-				4,050,502				-
DSUs exercised			500,000				107,500				-				-				-				(107,500	)			-				-				(107,500	)			-				-				-				-
Share-based payments			-				-				-				-				321,543				1,508,667				-				-				1,830,210				-				-				-				1,830,210
Net (loss) and comprehensive (loss) for the period			-				-				-				-				-				-				-				-				-				(102,841	)			1,179				(20,067,424	)			(20,169,086	)
Balance, September 30, 2023			233,207,596			$	167,708,003				4,500,000			$	4,321,350			$	16,588,353			$	8,378,273			$	27,453			$	164,852			$	25,158,931			$	(3,099,059	)		$	1,179			$	(183,070,917	)		$	11,019,487

 

See accompanying notes to these condensed consolidated interim financial statements

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

1.

Nature of operations and going concern

 

DeFi Technologies Inc. (the “Company” or “DeFi”), is a publicly listed company incorporated in the Province of British Columbia and continued under the laws of the Province of Ontario. On January 21, 2021, the Company up listed its shares to NEO Exchange (“NEO”) under the symbol of “DEFI”. DeFi is a Canadian technology company bridging the gap between traditional capital markets and decentralized finance. The Company generates revenues through the issuance of exchange traded products that synthetically track the value of a single DeFi protocol, investments in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets, providing premium membership for research reports to investors and offering node management of decentralized protocols to support governance, security and transaction validation. The Company’s head office is located at 198 Davenport Road, Toronto, Ontario, Canada, M5R 1J2.

 

These condensed consolidated interim financial statements were prepared on a going concern basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course of operations for the next fiscal year. As at September 30, 2024, the Company has working capital of $42,309,824 (December 31, 2023 - working capital (deficiency) of $(76,002,552)), including cash of $20,702,196 (December 31, 2023 - $6,727,482) and for the nine months ended September 30, 2024 had a net income and comprehensive income of $95,145,316 (for the nine months ended September 30, 2023 – net loss and comprehensive loss of $20,169,086). The Company’s current source of operating cash flow is dependent on the success of its business model and operations and there can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company. Management believes its working capital will be sufficient to support activities for the next twelve months and expects to raise additional funds when required and available. There can be no assurance that funds will be available to the Company with acceptable terms or at all. These matters constitute material uncertainties that cast significant doubt about the ability of the Company to continue as a going concern.

 

These condensed consolidated interim financial statements do not reflect adjustments in the carrying value of the assets and liabilities, the reported revenues and expenses and the balance sheet classifications that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.

 

International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Russia’s invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action and the escalation of war between Israel and Hamas in Gaza, any of which may have a destabilizing effect on commodity prices, supply chains, and global economies more broadly. Volatility in digital asset prices and supply chain disruptions may adversely affect the Corporation’s business, financial condition, financing options, and results of operations. The extent and duration of the current Russia-Ukraine conflict or the Israel and Hamas conflict in Gaza and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks, including those relating to digital asset price volatility and global financial conditions. The situation is rapidly changing and unforeseeable impacts, including on shareholders of the Corporation, and third parties with which the Corporation relies on or transacts, may materialize and may have an adverse effect on the Corporation’s business, results of operation, and financial condition.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

2.

Material accounting policy information

 

(a)

Statement of compliance

 

These condensed consolidated interim financial statements of the Company were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB) applicable to the preparation of interim financial statements, including IAS 34 – Interim Financial Reporting. These condensed consolidated interim financial statements should be read in conjunction with the annual audited consolidated financial statements for the years ended December 31, 2023 and 2022, which was prepared in accordance with IFRS as issued by the IASB. These condensed consolidated interim financial statements of the Company were approved for issue by the Board of Directors on November 14, 2024.

 

(b)

Basis of consolidation

 

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect these returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. The condensed consolidated interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary after eliminating inter-entity balances and transactions.

 

These condensed consolidated interim financial statements comprise the financial statements of the Company and its wholly owned subsidiaries Electrum Streaming Inc. (“ESI”), DeFi Capital Inc. (“DeFi Capital”), DeFi Holdings (Bermuda) Ltd. (“DeFi Bermuda”), Reflexivity LLC, Valour Inc., DeFi Europe AG, and Valour Digital Securities Limited. All material intercompany transactions and balances between the Company and its subsidiary have been eliminated on consolidation.

 

Intercompany balances and any unrealized gains and losses or income and expenses arising from intercompany transactions are eliminated in preparing the condensed consolidated interim financial statements.

 

(c)

Basis of preparation and functional currency

 

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments and investments that have been measured at fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.

 

Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities in foreign currencies other than the functional currency are translated using the year end foreign exchange rate. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions and balances are included in the profit and loss. The functional currency for DeFi, DeFi Capital, and ESI is the Canadian dollar, and the functional currency for DeFi Bermuda, Reflexivity LLC, Valour Inc., DeFi Europe AG, and Valour Digital Securities Limited is US Dollars.

 

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

●

assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet,

 

●

income and expenses for each statement of loss and comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

 

●

all resulting exchange differences are recognized in other comprehensive loss.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

2.

Material accounting policy information (continued)

 

(c)

Basis of preparation and functional currency (continued)

 

On consolidation, exchange differences arising from the translation of any net investment in foreign entities and of borrowings are recognized in other comprehensive loss. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

 

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

 

(d)

Change in accounting policy

 

During the year ended December 31, 2023, the Company changed its accounting policy regarding the treatment for when the Company sells a portion of its digital asset holdings or when there’s redemptions of its ETP payables. The Company has adopted first in, first out (“FIFO”) to identify the units sold and determine the cost basis to use. As a result, for nine months ended September 30, 2023, realized gains (loss) on digital assets (decreased) increased by $(22,209,592) and unrealized gains (loss) increased (decreased) by $22,209,592. As a result, for the nine months ended September 30, 2023, realized gains (loss) on ETP payables (decreased) increased by $(39,544,917) and unrealized gains (loss) increased (decreased) by $39,544,917.

 

There were no changes to the condensed consolidated interim statements of financial position, condensed consolidated interim statements of operations and comprehensive (loss) or condensed consolidated interim statements of cash flow.

 

(e)

Significant accounting judgements, estimates and assumptions

 

The preparation of these condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the condensed consolidated interim financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

2.

Material accounting policy information (continued)

 

(e)

Significant accounting judgements, estimates and assumptions (continued)

 

Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are as follows:

 

(i)

Accounting for digital assets

 

Among its digital asset holdings, only USDC was classified by the Company as a financial asset. The rest of its digital assets were classified following the IFRS Interpretations Committee (the “Committee”) published its agenda decision on Holdings of Cryptocurrencies in June 2019. The Committee concluded that IAS 2 – Inventories applies to cryptocurrencies when they are held for sale in the ordinary course of business, otherwise an entity should apply IAS 38 - Intangible Assets to holdings of cryptocurrencies. The Company has assessed that it acts in a capacity as a commodity broker trader as defined in IAS 2 - Inventories, in characterizing certain of its holdings as inventory, or more specifically, digital assets. If assets held by commodity broker-traders are principally acquired for the purpose of selling in the near future and generating a profit from fluctuations in price or broker-traders’ margin, such assets are accounted for as inventory, and changes in fair value less costs to sell are recognized in profit or loss. Digital currencies consist of cryptocurrency denominated assets (see Note 7) and are included in current and long-term assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The cost to sell digital assets is nominal. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. Fair value is determined by taking the mid-point price at 17:30 CET digital asset exchanges consistent with the final terms for each exchange traded product (“ETP”). The primary digital asset exchanges used to value digital assets are Kraken, Bitfinex, Binance, Coinbase and Bitstamp. Where digital assets held do not have pricing on these exchanges, other exchanges would be used. On all material coins, Kraken, Bitfinex, Coinbase and Bitstamp were used. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Volmex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com. The Company revalues its digital assets quarterly.

 

(ii)

Accounting for ETP holder payables

 

Financial liabilities at fair value through profit or loss held includes ETP holders payable. Liabilities arising in connection with ETPs issued by the Company referencing the performance of digital assets are measured at fair value through profit or loss. Their fair value is a function of the unadjusted quoted price of the digital asset underlying the ETP, less any accumulated management fees. The fair value basis is consistent with the measurement of the underlying digital assets which are measured at fair value. The Company elected not to designate this as a hedging instrument. The ETPS are actively traded on the Nordic Growth Market (“NGM”) and Germany Borse Frankfurt Zertifikate AG.

 

(iii)

Fair value of financial derivatives

 

Investments in options and warrants which are not traded on a recognized securities exchange do not have a readily available market value. Valuation technique such as Black Scholes model is used to value these instruments. Refer to Notes 4 and 18 for further details.

 

(iv)

Fair value of investment in securities not quoted in an active market or private company investments

 

Where the fair values of financial assets and financial liabilities recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Refer to Notes 4 and 18 for further details.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

2.

Material accounting policy information (continued)

 

(e)

Significant accounting judgements, estimates and assumptions (continued)

 

(v)

Share-based payments

 

The Company uses the Black-Scholes option pricing model to fair value options in order to calculate share-based compensation expense. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price of the Company’s shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense.

 

(vi)

Business combinations and goodwill

 

Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values. In determining the allocation of the purchase price in a business combination, including any acquisition related contingent consideration, estimates including market based and appraisal values are used. The contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Goodwill is assessed for impairment annually.

 

(vii)

Estimated useful lives and impairment considerations

 

Amortization of intangible assets is dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic and market conditions and the useful lives of assets.

 

(viii)

Impairment of non-financial assets

 

The Company’s non-financial assets include prepaid expenses, digital assets excluding USDC, equipment and right of use assets, intangibles and goodwill. Impairment of these non-financial assets exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions. See Note 9 for the discussion regarding impairment of the Company’s non-financial assets.

 

(ix)

Functional currency

 

The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company’s digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and the currencies in which expenses are settled, by each entity, as well as the currency in which each entity receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company’s functional currency.

 

(x)

Assessment of transaction as an asset purchase or business combination

 

Assessment of a transaction as an asset purchase or a business combination requires judgements to be made at the date of acquisition in relation to determining whether the acquiree meets the definition of a business. The three elements of a business include inputs, processes and outputs. When the acquiree does not have outputs, it may still meet the definition of a business if its processes are substantive which includes assessment of whether the process is critical and whether the inputs acquired include both an organized workforce and inputs that the organized workforce could convert into outputs.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

2.

Material accounting policy information (continued)

 

(e)

Significant accounting judgements, estimates and assumptions (continued)

 

(xi)

Control

 

Significant judgment is involved in the determination whether the Company controls under IFRS 10. The Company is deemed to control an investee when it demonstrates: power over the investee, exposure, or rights to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. There is judgement required to determine whether these criterions are met. The Company determined it controlled Valour Digital Securities Limited through its role as arranger.

 

(xii)

Accounting for digital assets held as collateral

 

The Company has provided digital assets as collateral for loans provided by digital asset liquidity provider. These digital assets held as collateral are included with digital assets and valued at fair value consistent with the Company’s accounting policy for its digital assets. See note 2(e)(i).

 

3.

Cash and cash equivalents

 

		30-Sep-24				31-Dec-23
Cash at banks		$	5,905,973			$	306,920
Cash at brokers			13,348,952				6,417,725
Cash at digital currency exchanges			1,447,271				2,837
		$	20,702,196			$	6,727,482

 

4.

Investments, at fair value through profit and loss

 

At September 30, 2024, the Company’s investment portfolio consisted of ten private investments for a total estimated fair value of $44,351,316 (December 31, 2023 – nine private investments for a total estimated fair value of 43,540,534).

 

During the three and nine months ended September 30, 2024, the Company had a realized gain of $Nil and $634,271 and an unrealized gain/ (loss) of $2,144,940 and $(353,478) (September 30, 2023 – realized (loss) of ($658) and $(4,683) and an unrealized gain of $1,217 and $316,080) on private and public investments.

 

Private Investments

 

At September 30, 2024, the Company’s ten private investments had a total fair value of $44,351,316.

 

Private Issuer		Note		Security description		Cost				Estimated Fair Value				% of FV
3iQ Corp.				61,712 common shares		$	86,319			$	409,861				1.0	%
Amina Bank AG		(i)		3,906,250 non-voting shares			34,498,750				40,090,000				90.4	%
Brazil Potash Corp.		(i)		404,200 common shares			1,998,668				1,697,640				3.8	%
Earnity Inc.				85,142 preferred shares			130,946				-				0.0	%
Luxor Technology Corporation				201,633 preferred shares			630,505				675,017				1.5	%
Neuronomics AG				724 common shares			128,898				128,898				0.3	%
SDK:meta, LLC				1,000,000 units			3,420,000				-				0.0	%
Skolem Technologies Ltd.				16,354 preferred shares			177,488				-				0.0	%
VolMEX Labs Corporation				Rights to certain preferred shares and warrants			37,809				-				0.0	%
ZKP Corporation		(i)		370,370 common shares			1,385,800				1,349,900				3.0	%
Total private investments						$	42,495,183			$	44,351,316				100.0	%

 

(i)	Investments in related party entities

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

4.

Investments, at fair value through profit and loss (continued)

 

At December 31, 2023, the Company’s nine private investments had a total fair value of $43,540,534.

 

Private Issuer		Note		Security description		Cost				Estimated Fair Value				% of FV
3iQ Corp.				187,007 common shares		$	261,605			$	1,216,890				2.8	%
Brazil Potash Corp.		(i)		404,200 common shares			1,998,668				2,138,380				4.9	%
Earnity Inc.				85,142 preferred shares			130,946				-				0.0	%
Luxor Technology Corporation				201,633 preferred shares			630,505				661,366				1.5	%
Neuronomics AG				724 common shares			128,898				128,898				0.3	%
SDK:meta, LLC				1,000,000 units			3,420,000				-				0.0	%
Amina Bank AG (formerly SEBA Bank AG)		(i)		3,906,250 non-voting shares			34,498,750				39,395,000				90.5	%
Skolem Technologies Ltd.				16,354 preferred shares			177,488				-				0.0	%
VolMEX Labs Corporation				Rights to certain preferred shares and warrants			37,809				-				0.0	%
Total private investments						$	41,284,669			$	43,540,534				100.0	%

 

5.

Amounts receivable

 

		30-Sep-24				31-Dec-23
Other receivables		$	1,081,075			$	54,036

 

6.

Prepaid expenses

 

		30-Sep-24				31-Dec-23
Prepaid insurance		$	65,498			$	42,335
Prepaid expenses			4,001,182				1,467,489
		$	4,066,680			$	1,509,824

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

7.

Digital Assets

 

As at September 30, 2024, the Company’s digital assets consisted of the below digital currencies, with a fair value of $806,975,856 (December 31, 2023 - $489,865,638). Digital currencies are recorded at their fair value on the date they are acquired and are revalued to their current market value at each reporting date. Fair value is determined by taking the mid-point price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase and other exchanges consistent with the final terms for each ETP. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Volmex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com. The Company’s holdings of digital assets consist of the following:

 

		September 30, 2024								December 31, 2023
		Quantity				$				Quantity				$
Binance Coin			1,948.6266				1,514,391				236.4452				97,710
Bitcoin			2,721.5599				211,173,492				2,271.3329				108,983,280
Ethereum			21,914.1061				77,440,001				21,537.4066				65,956,320
EthereumPoW			0.2000				1				0.2000				1
Cardano			64,517,806.7026				33,286,706				54,210,783.1700				43,306,306
Polkadot			2,282,295.1010				14,074,031				1,666,147.7880				18,371,365
Solana			1,806,304.48				389,033,874				1,682,112.49				235,733,109
Shyft			4,879,446.3958				49,122				4,539,407.2792				78,314
Uniswap			378,293.1647				3,918,585				296,352.0602				2,932,687
USDC							688								673
USDT							4,714,736								111,856
Litecoin			-				-				17.3931				1,719
Doge			413,726.4335				66,795				220,474.3947				26,652
Cosmos			32,429.79				212,649.90				11,700.0000				171,497
Avalanche			994,866.5992				37,971,781				248,151.6644				13,148,105
Matic			15,724.8867				8,544				0.0003				-
Ripple			9,316,964.1025				7,844,255				76,029.7317				62,737
Enjin			88,747.8806				20,582				432,342.3671				223,237
Tron			152,413.2883				32,919				118,490.5094				16,581
Terra Luna			204,635.1265				-				202,302.5360				-
Shiba Inu			2,489,300,000.0000				60,486				-				-
ICP			1,146,727.9192				14,186,408				-				-
Core			3,163,216.1559				4,498,045
AAVE			1.5265				323				-				-
LINK			57,113.7798				932,996				-				-
TON			209,740.0000				1,652,901				-				-
NEAR			381,853.2000				2,773,143
AVA			1,000.0000				683
HARB			9,420,895.2800				752,862				-				-
Current			2,588,790,786				806,220,998				63,728,357				489,222,151
Blocto			272,913.4228				1,009				264,559.703				10,503
Boba Network			250,000.0000				-				250,000.00				-
Clover			480,000.0000				20,473				450,000.00				19,831
Maps			285,713.0000				-				285,713.000				-
Mobilecoin			2,855.5045				-				2,855.5045				-
Oxygen			400,000.0000				-				400,000.000				-
Pyth			2,500,000.0000				635,402				2,500,000.00				503,669
Saffron.finance			86.2100				2,695				86.21				2,619
Sovryn			15,458.9500				13,107				15,458.95				12,863
Wilder World			148,810.0000				82,172				148,810.00				94,002
Volmex Labs			2,925,878.0000				-				2,925,878.0000				-
Long-Term							754,858								643,487
Total Digital Assets							806,975,856								489,865,638

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

7.

Digital Assets (continued)

 

The continuity of digital assets for the nine months ended September 30, 2024 and year ended December 31, 2023:

 

		September 30, 2024				December 31, 2023
Opening balance		$	489,865,638			$	104,202,085
Digital assets acquired			606,627,014				318,355,007
Digital assets disposed			(603,388,535	)			(244,656,544	)
Digital assets earned from staking, lending and fees			22,870,243				3,554,587
Realized gain (loss) on digital assets			295,685,477				(1,017,247	)
Net change in unrealized gains and losses on digital assets			(12,911,962	)			324,976,115
Foreign exchange gain (loss)			8,227,981				(15,548,363	)
		$	806,975,856			$	489,865,638

 

Digital assets held by counterparty for the nine months ended September 30, 2024 and year ended December 31, 2023 is the following:

 

		September 30, 2024				December 31, 2023
Counterparty A		$	74,437,399			$	421,687,911
Counterparty B			16,000				30,592,947
Counterparty C			2,143,013				2,775,287
Counterparty D			61,071				11,785,440
Counterparty E			9,225,537				8,633,491
Counterparty F			24,670,756				837,948
Counterparty G			-				8,840,988
Counterparty H			14,024,130				-
Counterparty I			242,170,936				-
Counterparty J			133,815,421				-
Counterparty K			27,205,958				-
Counterparty L			6,757,201				-
Counterparty M			5,344,060				-
Other			1,955,208				248,294
Self custody			265,149,167				4,463,332
Total		$	806,975,856			$	489,865,638

 

As of September 30, 2024, digital assets held as collateral consisted of the following:

 

		Number of coins on loan				Fair Value
Bitcoin			380.0000			$	9,225,537
Ethereum			1,845.0000				6,520,191
Total			2,225.0000			$	15,745,728

 

As at September 30, 2024, the 380 Bitcoin held by Genesis Global Capital LLC (“Genesis”) as collateral against a loan has been written down to $9,225,537 (US$6,834,237), the fair value of the loan and interest held with Genesis.

 

As of December 31, 2023, digital assets held as collateral consisted of the following:

 

		Number of coins on loan				Fair Value
Bitcoin			1,158.2614				46,860,266
Ethereum			9,263.7800				28,369,770
Total			10,422.0414			$	75,230,036

 

As at December 31, 2023, the 475 Bitcoin held by Genesis as collateral against a loan has been written down to $8,690,623 (US$6,570,862), the fair value of the loan and interest held with Genesis.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

7.

Digital Assets (continued)

 

In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain fiat and digital assets in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time. The digital assets on loan are included in digital assets balances above.

 

Digital Assets loaned

 

As of September 30, 2024, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 2.3% to 5.5% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

 

As of December 31, 2023, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 2.4% to 9.7% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

 

As of September 30, 2024, digital assets on loan consisted of the following:

 

		Number of coins on loan				Fair Value				Fair Value Share
Digital assets on loan:
Ethereum			10,500.0000				37,106,780				96	%
Uniswap			150,000.0000				1,553,789				4	%
Total			160,500.0000			$	38,660,569				100	%

 

As of December 31, 2023, digital assets on loan consisted of the following:

 

		Number of coins on loan				Fair Value				Fair Value Share
Digital on loan:
Ethereum			7,000.0000				21,437,084				8	%
Cardano			8,500,000.0000				6,790,228				3	%
Polkdot			1,373,835.0000				15,148,250				6	%
Solana			1,572,441.0000				220,363,625				82	%
Avalanche			125,009.0000				6,623,496				2	%
Total			11,578,285.0000				270,362,684				100	%

 

As of September 30, 2024, the digital assets on loan by significant borrowing counterparty is as follow:

 

		Interest rates		Number of coins on loan				Fair Value
Digital assets on loan:
Counterparty A		2.3% to 3.85%			156,500.0000				24,524,653
Counterparty F		3.25% to 5.50%			4,000.0000				14,135,916
Total					160,500.0000			$	38,660,569

 

As of December 31, 2023, the digital assets on loan by significant borrowing counterparty is as follow:

 

		Interest rates		Number of coins on loan				Fair Value
Digital assets on loan:
Counterparty A		2.4% to 3.85%			11,578,285.0000				270,362,684
Total					11,578,285.0000			$	270,362,684

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted) 

 

7.

Digital Assets (continued)

 

As of September 30, 2024, digital assets on loan were concentrated with counterparties as follows:

 

		Geography		September 30, 2024
Digital assets on loan:
Counterparty A		Cayman Islands			63	%
Counterparty F		UAE			37	%
Total					100	%

 

As of December 31, 2023, digital assets on loan were concentrated with counterparties as follows:

 

		Geography		December 31, 2023
Digital on loan:
Counterparty A		Cayman Islands			100	%
Total					100	%

 

The Company’s digital assets on loan are exposed to credit risk. The Company limits its credit risk by placing its digital assets on loan with high credit quality financial institutions that have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring the Company’s risk exposure thresholds. As of September 30, 2024 and December 31, 2023, the Company does not expect a material loss on any of its digital assets on loan. While the Company intends to only transact with counterparties that it believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

 

Digital Assets Staked

 

As of September 30, 2024, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 2.82% to 9.86% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

 

As of December 31, 2023, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 3.15% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

 

As of September 30, 2024, digital assets staked consisted of the following:

 

		Number of coins staked				Fair Value				Fair Value Share
Digital assets on staked:
Avalanche			931,446			$	35,551,181				7	%
Bitcoin			1,608.0000				138,661,553				26	%
Cardano			30,991.6807				15,990				0	%
Core			2,734,997.0010				3,889,124				1	%
Polkadot			1,868,880.9000				11,524,666				2	%
Solana			1,660,648.7220				350,600,709				65	%
Total			7,228,571.9037			$	540,243,221				100	%

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted) 

 

7.

Digital Assets (continued)

 

As of December 31, 2023, digital assets staked consisted of the following:

 

		Number of coins staked				Fair Value				Fair Value Share
Digital on staked:
Cardano			38,201,004.7950				30,516,888				100	%
Total			38,201,004.7950			$	30,516,888				100	%

 

As of September 30, 2024, the digital assets staked by significant borrowing counterparty is as follow:

 

		Interest rates		Number of coins staked				Fair Value
Digital on staked:
Counterparty B		2.82%			30,991.6807				15,990
Counterparty I		9.86%			1,147,062.3000				242,170,936
Counterparty J		2.25% to 3.35%			1,396,882.1539				133,815,421
Self custody		6.47% to 9.12%			4,653,635.7691				164,240,874
Total					7,228,571.9037			$	540,243,221

 

As of December 31, 2023, the digital assets staked by significant borrowing counterparty is as follow:

 

		Interest rates		Number of coins staked				Fair Value
Digital on staked:
Counterparty B		3.15%			38,201,004.7950				30,516,888
Total					38,201,004.7950			$	30,516,888

 

As of September 30, 2024, digital assets staked were concentrated with counterparties as follows:

 

		Geography		September 30, 2024
Digital on staked:
Counterparty B		Switzerland			0	%
Counterparty I		United States			45	%
Counterparty J		United States			25	%
Self custody		Switzerland			30	%
Total					100	%

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted) 

 

7.

Digital Assets (continued)

 

As of December 31, 2023, digital assets staked were concentrated with counterparties as follows:

 

		Geography		December 31, 2023
Digital on staked:
Counterparty B		Switzerland			100	%
Total					100	%

 

The Company’s digital assets staked are exposed to market risk, liquidity risk, lockup duration risk, loss or theft of assets and return duration risk. The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company’s risk exposure thresholds. As of September 30, 2024 and December 31, 2023, the Company does not expect a material loss on any of its digital assets staked. While the Company intends to only transact with counterparties that it believes to meets the Company staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

  

8.

Acquisition of Reflexivity

 

On February 6, 2024, the Company acquired 100% interest in Reflexivity LLC (“Reflexivity”) by issuing 5,000,000 common shares. Reflexivity is a private company incorporated in the United States that operates a premier private research firm that specializes in producing cutting-edge research reports for the cryptocurrency industry.

 

Details of the consideration for acquisition, net assets acquired and goodwill are as follows:

 

Purchase price consider paid:
Fair value of shares issued		$	3,100,000
Fair value of shares issued		$	3,100,000
Fair value of assets and liabilities assumed:
Cash		$	319,643
Amounts receivable			18,131
Prepaid expenses			21,448
Client relationships			315,000
Brand Name			66,000
Technology			78,000
Accounts payable			(1,383	)
Deferred revenue			(353,226	)
		$	463,613
Goodwill			2,636,387
Total net assets aquired		$	3,100,000

 

The goodwill acquired as part of the Reflexivity acquisition is made up of assembled workforce and implied goodwill related to Reflexivity’s management and staff experiences and Reflexivity’s reputation in the industry. It will not be deductible for tax purposes.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted) 

 

9.

Intangibles and goodwill

 

Cost		Client relationships				Technology				Brand Name				Total
Balance, December 31, 2023 and 2022		$	-			$	-			$	42,789,968			$	42,789,968
Acquisition of Reflexivty LLC			315,000				78,000				66,000				459,000
Acquisition of Solana IP			-				4,962,021				-				4,962,021
Balance, September 30, 2024		$	315,000			$	5,040,021			$	42,855,968			$	48,210,989

 

Accumulated Amortization										Brand Name				Total
Balance, December 31, 2022		$	-			$	-			$	(37,208,780	)		$	(37,208,780	)
Amortization			-				-				(2,038,300	)			(2,038,300	)
Balance, December 31, 2023		$	-			$	-			$	(39,247,080	)		$	(39,247,080	)
Amortization			(21,000	)			(10,400	)			(1,537,525	)			(1,568,925	)
Impairment loss			-				(4,962,021	)			-				(4,962,021	)
Balance, September 30, 2024		$	(21,000	)		$	(4,972,421	)		$	(40,784,605	)		$	(45,778,026	)
Balance, December 31, 2023		$	-			$	-			$	3,542,888			$	3,542,888
Balance, September 30, 2024		$	294,000			$	67,600			$	2,071,363			$	2,432,963

  

On February 9, 2024, the Company acquired intellectual property by issuing 7,297,090 common shares of the Company. The intellectual property acquired encompasses a suite of sophisticated features, including advanced liquidity provisioning, innovative trading strategies and technologies, along with the distribution, management and analytics of decentralized financial data. These elements are tailored to support the Solana-focused trading desk operated by the Company. At the time of acquisition, the intangible assets were in an early stage of research and development, with significant uncertainties surrounding its future market demand, sales price and production costs, and as such, on February 9, 2024, the Company recognized an impairment loss of $4,962,021.

 

10.

Accounts payable and accrued liabilities

 

		30-Sep-24				31-Dec-23
Corporate payables		$	5,145,113			$	4,443,937
Digital asset liquidity provider			-				4,402,557
Related party payable (Note 21)			83,573				328,352
		$	5,228,686			$	9,174,846

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted) 

 

11.

Loans payable

 

On January 14, 2022 and January 17, 2022, the Company entered into various loans with a digital asset liquidity provider totaling $46,235,200 (US$37,000,000). On April 4, 2022, the Company entered into a loan with a second digital asset provider for US$5,500,000. In April 2022, the Company partially repaid of one of the loans of US$3,500,000, while the remainder of these loans have since been renewed and continue to be outstanding. The Company has spread the loans among three different digital asset liquidity providers to reduce single entity concentration and be able to obtain more competitive rates. During the nine months ended September 30, 2024, the Company repaid loans of US$29,500,000. As of September 30, 2024, the loan principal of $13,499,000 (US$10,000,000) (December 31, 2023 - $52,242,700 (US$39,500,000)) was outstanding. The loans terms are open to 90 days and have interest rates ranging from 7.25% and 10.5% The extended loans are secured with 380 BTC and 1845 ETH. Subsequent to September 30, 2024, the Company repaid loans of US$4,000,000.

 

One of Company’s digital asset liquidity provider loans payable is held with Genesis. On January 20, 2023, Genesis declared bankruptcy and currently is not allowing withdrawals and not extending new loans. On March 15, 2023, the Court ruled that the Genesis debtors may not sell, buy, trade in crypto assets without prior consent by the creditors. The Court also allowed for the payment of some service providers required for upholding the operations but nothing beyond that. The Company’s loan with Genesis is an open term loan. The Genesis loan and interest payable is US$6,834,237 and secured with 380 BTC. See Note 7.

 

On March 23, 2023, the Company entered into a loan agreement with an institutional investment firm that specializes in long-term asset backed financing for secured loan of $4,101,300 (US$3,000,001). The loan is secured by 158.2614 BTC. The Company paid a 1% origination fee to the lender. The principal is due eighteen months from the closing date. Interest payments of US$24,375 are due quarterly with the first payment due on June 23, 2023. During the nine months ended September 30, 2024, the Company repaid the loan of US$3,000,001. As of September 30, 2024, the loan principal of $Nil (US$Nil) (December 31, 2023 - $3,967,801 (US$3,000,001)) was outstanding.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

12.

ETP holders payable

 

The fair market value of the Company’s ETPs as at September 30, 2024 and December 31, 2023 were as follows:

 

		September 30, 2024				December 31, 2023
		$				$
Valour Bitcoin Zero EUR			21,953,027				13,325,026
Valour Bitcoin Zero SEK			188,916,086				113,727,037
Valour Ethereum Zero EUR			1,983,736				1,426,174
Valour Ethereum Zero SEK			73,338,141				64,723,237
Valour Polkadot EUR			99,867				217,017
Valour Polkadot SEK			13,414,687				18,056,128
Valour Cardano EUR			151,484				105,209
Valour Cardano SEK			32,799,516				43,131,123
Valour Uniswap EUR			169,241				132,960
Valour Uniswap SEK			3,736,079				2,780,982
Valour Binance EUR			28,702				1,560
Valour Binance SEK			1,053,403				-
Valour Solana EUR			8,589,657				4,215,658
Valour Solana SEK			368,007,937				232,410,677
Valour Cosmos EUR			204,252				159,572
Valour Digital Asset Basket 10 EUR			6,045				301,427
Valour Digital Asset Basket 10 SEK			446,910				42,770
Valour Bitcoin Carbon Neutral EUR			15,243				5,288
Valour Avalanche EUR			394,859				137,447
Valour Avalanche SEK			21,110,994				13,034,136
Valour Enjin EUR			20,485				197,061
Valour Ripple SEK			7,712,016				-
Valour Toncoin SEK			1,588,793				-
Valour Chainlink SEK			912,023				-
Valour ICP SEK			2,264,477				-
Valour Bitcoin Staking SEK			3,585,114				-
Valour Hedera SEK			486,979				-
Valour Hedera EUR			247,273				-
Valour CORE SEK			574,755				-
Valour BTC Staking EUR			14,419				-
Valour Short BTC SEK			46,146				-
Valour Near SEK			2,591,387				-
Valour Bitcoin Physical Carbon Neutral USD			724,479				-
Valour Ethereum Physical Staking USD			347,457				-
Valour Physcial Carbon Neutral USD			11,901,502				-
Valour BCIX STOXX USD			1,048,006				-
			770,485,178				508,130,490

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

12.

ETP holders payable (continued)

 

The Company’s ETP certificates are unsecured and trade on the Nordic Growth Market “(NGM”) and / or Germany Borse Frankfurt Zertifikate AG. ETPs issued by the Company referencing the performance of digital assets are measured at fair value through profit or loss. Their fair value is a function of the unadjusted quoted price of the digital asset underlying the ETP, less any accumulated management fees. The fair value basis is consistent with the measurement of the underlying digital assets which are measured at fair value. The Company’s policy is always to hedge 100% of the market risk by holding the underlying digital asset. Hedging is done continuously and in direct correspondence to the issuance of certificates to investors.

 

13.

Realized and net change in unrealized gains and (losses) on digital assets

 

		Nine months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Realized gain/(loss) on digital assets		$	6,446,364			$	(7,785,437	)		$	295,685,477			$	(33,532,327	)
Unrealized gain/(loss) on digital assets			45,854,825				(3,310,723	)			(12,911,962	)			72,851,752
		$	52,301,189			$	(11,096,160	)		$	282,773,515			$	39,319,425

 

14.

Realized and net change in unrealized gains and (losses) on ETP payables

 

		Nine months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Realized (loss)/gain on ETPs		$	(88,901,867	)		$	(1,689,146	)		$	(223,139,926	)		$	25,556,792
Unrealized gain/(loss) on ETPs			47,519,458				17,794,194				62,598,627				(65,981,174	)
		$	(41,382,409	)		$	16,105,048			$	(160,541,299	)		$	(40,424,382	)

 

15.

Expenses by nature

 

		Three months ended September 30,								Nine months ended September 30
		2024				2023				2024				2023
Management and consulting fees		$	724,000			$	1,576,590			$	31,009,078			$	3,861,814
Travel and promotion			3,694,667				218,322				5,299,163				457,938
Office and rent			1,604,251				247,180				2,065,157				1,099,834
Accounting and legal			207,782				1,177,471				1,214,825				1,548,065
Regulatory and transfer agent			40,195				27,192				162,790				151,040
		$	6,270,895			$	3,246,755			$	39,751,013			$	7,118,691

 

16.

Share Capital

 

a)

As at September 30, 2024 and December 31, 2023, the Company is authorized to issue:

 

I.

Unlimited number of common shares with no par value;

 

II.

20,000,000 preferred shares, 9% cumulative dividends, non-voting, non-participating, non-redeemable, non-retractable, and non-convertible by the holder. The preferred shares are redeemable by the Company in certain circumstances.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

16.

Share Capital (continued)

 

b)

Issued and outstanding shares

 

		Number of Common Shares				Amount
Balance, December 31, 2022			219,010,501			$	166,151,401
Private placement financings			11,812,500				1,117,145
Shares issued for debt settlement			13,697,095				1,449,102
Warrant allocation							(243,330	)
Options exercised			575,000				181,585
DSU exercised			757,500				317,150
Issued on convertible debt			30,000,000				1,585,524
Shares issued on acquisition of investment			805,612				128,898
Balance, December 31, 2023			276,658,208			$	170,687,476
Acquisition of Refelxivty LLC (see Note 8)			5,000,000				3,100,000
Acquisiton of Solana IP (see Note 9)			7,297,090				4,962,021
DSU exercised			2,107,281				1,753,984
Options exercised			2,692,500				1,907,569
Warrant exercised			6,112,789				1,956,069
NCIB			(1,020,000	)			(1,664,705	)
Balance, September 30, 2024			298,847,868			$	182,702,414

 

During the year ended December 31, 2023, the Company issued 13,697,095 common shares at an issue price of $0.11 per share to settle existing debt with consultants and management resulting in a loss on settlement of debt in the amount of $172,093. Officers of the Company received 4,377,139 common shares to settle $413,868 of outstanding payables.

 

On October 24, 2023, the Company issued convertible debt in exchange for $3,000,000, the notes mature two years from issuance and accrue interest at 8% per annum. Upon conversion or at the maturity of the note the notes were convertible for an equal number of common shares and share purchase warrants, of the Company with an exercise price of $0.20. An officer of the Company subscribed for $361,250 convertible debt.

 

On November 6, 2023, the conversion option was exercised resulting in the issuance of 30,000,000 common shares of the Company and 30,000,000 warrants, each warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.20 for a period of 60 months following the closing date. At the issue date, the fair value of the warrants was estimated at $0.10 using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility based on the Company’s historical volatility of 151.9%; risk-free interest rate of 3.87% and an expected life of 5 years. As a result of the conversion option, an officer of the Company received 3,612,500 common shares and 3,612,500 warrants for his convertible debenture.

 

On November 6, 2023, the Company issued 805,612 common shares of the Company in exchange for a $128,898 investment in Neuronomics AG. The shares were valued based on the closing price of the Company’s stock at the date of the exchange. An officer of the Company received 402,808 common shares in exchange for 362 shares of Neuromomics AG.

 

On November 22, 2023, the Company closed a non-brokered private placement financing and issued 11,812,500 units for gross proceeds of $1,890,000 at a price of $0.16 per unit, each unit consists of one common shares of the company and one warrant, each warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.23 for a period of 24 months following the closing date. An officer of the Company subscribed 3,125,000 units for $335,167. At the issue date, the fair value of the warrants was estimated at $0.16 using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility based on the Company’s historical volatility of 139.6%; risk-free interest rate of 4.40% and an expected life of 2 years.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

16.

Share Capital (continued)

 

b)

Issued and outstanding shares

 

On June 11, 2024, under the terms of the NCIB, the Company may, if considered advisable, purchase its common shares in open market transactions through the facilities of the exchange and/or other Canadian alternative trading platforms, not to exceed up to 10 per cent of the public float for the common shares as of June 3, 2024, or 26,996,392 common shares, purchased in aggregate. The price that the company will pay for the common shares shall be the prevailing market price at the time of purchase and all purchased common shares will be cancelled by the company. In accordance with exchange rules, daily purchases (other than pursuant to a block purchase exception) on the exchange under the NCIB cannot exceed 25 per cent of the average daily trading volume on the exchange, as measured from Dec. 1, 2023, to May 31, 2024. The NCIB shall commence on June 10, 2024, and run through June 9, 2025, or on such earlier date as the NCIB is complete.

 

During the nine months ended September 30, 2024, the Company purchased and cancelled 1,020,000 shares at an average price of $1.99 (December 31, 2023 – purchased and cancelled no shares).

 

17.

Share-based payments reserves

 

Stock options, DSUs and Warrants

 

		Options												DSU								Warrants
		Number of Options				Weighted average exercise prices				Value of options				Number of DSU				Value of DSU				Number of warrants				Weighted average exercise prices				Value of warrants				Total Value
December 31, 2022			17,777,500			$	1.27				20,344,765				6,370,000			$	6,977,106				16,740,486			$	0.20			$	588,113			$	27,909,984
Granted			8,900,000				0.10				875,928				4,359,286				2,044,291				41,812,500				0.21				2,430,661				5,350,880
Exercised			(575,000	)			0.15				(86,710	)			(757,500	)			(317,150	)			-				-				-				(403,860	)
Expired / cancelled			(2,697,500	)			1.11				(3,138,269	)			(327,500	)			(663,587	)			(12,684,560	)			0.03				(423,261	)			(4,225,117	)
December 31, 2023			23,405,000			$	0.75			$	17,995,714				9,644,286			$	8,040,660				45,868,426			$	0.30			$	2,595,513			$	28,631,887
Granted			8,679,687				1.06				9,158,892				8,264,007				7,855,483				-				-				-				17,014,376
Exercised			(2,692,500	)			0.30				(798,211	)			(2,107,281	)			(1,712,377	)			(6,112,789	)			0.07				(450,356	)			(2,960,944	)
Expired / cancelled			(450,000	)			1.94				(874,004	)			(1,000,000	)			(111,983	)			-				-								(985,987	)
September 30, 2024			28,942,187			$	0.75			$	25,482,391				14,801,012			$	14,071,783				39,755,637			$	0.21			$	2,145,157			$	41,699,331

 

Stock option plan

 

The Company has an ownership-based compensation scheme for executives and employees. In accordance with the terms of the plan, as approved by shareholders at a previous annual general meeting, officers, directors and consultants of the Company may be granted options to purchase common shares with the exercise prices determined at the time of

grant. The Company has adopted a Floating Stock Option Plan (the “Plan”), whereby the number of common shares reserved for issuance under the Plan is equivalent of up to 10% of the issued and outstanding shares of the Company from time to time.

 

Each employee share option converts into one common share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

 

On March 12, 2024, the Company granted 125,000 stock options to a consultant of Company to purchase common shares of the Company for the price of $0.69 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $79,575 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 149.1%; risk-free interest rate of 3.71%; and an expected average life of 5 years.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

17.

Share-based payments reserves (continued)

 

Stock option plan (continued)

 

On April 23, 2024, the Company granted 250,000 stock options to a consultant of Company to purchase common shares of the Company for the price of $0.77 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $163,325 using the Black-Scholes option pricing model with the

following assumptions: expected dividend yield of 0%; expected volatility of 154.3%; risk-free interest rate of 3.79%; and an expected average life of 5 years.

 

On May 1, 2024, the Company granted 250,000 stock options to a consultant of Company to purchase common shares of the Company for the price of $0.77 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $172,950 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 154.3%; risk-free interest rate of 3.63%; and an expected average life of 5 years.

 

On May 21, 2024, the Company granted 200,000 stock options to a consultant of Company to purchase common shares of the Company for the price of $1.03 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $190,380 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 154.3%; risk-free interest rate of 3.79%; and an expected average life of 5 years.

 

On June 4, 2024, the Company granted 4,000,000 stock options to two companies (together “Valour Holdco”) controlled by an employee of Valour to purchase common shares of the Company for the price of $1.26 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $4,658,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 154.5%; risk-free interest rate of 4.08%; and an expected average life of 5 years.

 

On July 29, 2024, the Company granted 3,667,187 stock options to a company controlled by a Valour Holdco to purchase common shares of the Company for the price of $2.17 for a period of five years from the date of grant. The options shall vest (a) on December 31, 2024 and (b) upon Valour Holdco having entered into a contract with an employee or consultant of the Corporation or its subsidiaries to transfer the underlying shares subject to the option, subject to performance hurdles. These options have an estimated grant date fair value of $8,142,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 156.0%; risk-free interest rate of 3.20%; and an expected average life of 5 years.

 

On July 13, 2023, the Company granted 1,000,000 stock options to a consultant of Company to purchase common shares of the Company for the price of $0.115 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $105,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 154.3%; risk-free interest rate of 3.47%; and an expected average life of 5 years.

 

On November 24, 2023, the Company granted 2,650,000 stock options to a consultant and directors of the Company to purchase common shares of the Company for the price of $0.29 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $731,400 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 151.7%; risk-free interest rate of 3.83%; and an expected average life of 5 years. Directors of the received 2,500,000 options.

 

On December 4, 2023, the Company granted 4,500,000 stock options to an officer of the Company to purchase common shares of the Company for the price of $0.45 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $2,162,700 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 151.9%; risk-free interest rate of 3.54%; and an expected average life of 5 years.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

17.

Share-based payments reserves (continued)

 

Stock option plan (continued)

 

On December 11, 2023, the Company granted 750,000 stock options to a consult and directors of the Company to purchase common shares of the Company for the price of $0.52 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $192,525 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 69.6%; risk-free interest rate of 3.53%; and an expected average life of 5 years. Directors of the received 500,000 options.

 

On December 11, 2023, the Company granted 750,000 stock options to a consult and directors of the Company to purchase common shares of the Company for the price of $0.52 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $308,700 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 153.1%; risk-free interest rate of 3.53%; and an expected average life of 5 years. Directors of the received 500,000 options.

 

The Company recorded $9,158,892 of share-based payments during the nine months ended September 30, 2024 (nine months ended September 30, 2023 - $321,541).

 

The following share-based payment arrangements were in existence at September 30, 2024:

 

Number outstanding		Number exercisable				Grant date		Expiry date		Exercise price				Fair value at grant date				Grant date share price				Expected volatility				Expected life (yrs)				Expected dividend yield				Risk-free interest rate
480,000			480,000			16-Nov-20		16-Nov-25		$	0.09				38,016			$	0.09				138.70	%			5				0	%			0.46	%
1,000,000			1,000,000			22-Mar-21		22-Mar-26		$	1.58				1,906,500			$	2.12				145.70	%			5				0	%			0.99	%
2,070,000			2,070,000			09-Apr-21		09-Apr-26		$	1.58				3,309,102			$	1.78				145.20	%			5				0	%			0.95	%
2,800,000			2,800,000			18-May-21		18-May-26		$	1.22				3,150,560			$	1.25				145.60	%			5				0	%			0.95	%
1,000,000			1,000,000			18-May-21		18-May-26		$	1.22				1,125,200			$	1.25				145.60	%			5				0	%			0.95	%
1,950,000			1,950,000			25-May-21		25-May-26		$	1.11				1,944,540			$	1.11				145.50	%			5				0	%			0.86	%
1,150,000			1,150,000			13-Aug-21		13-Aug-26		$	1.58				1,461,305			$	1.43				143.70	%			5				0	%			0.84	%
250,000			250,000			21-Sep-21		21-Sep-26		$	1.70				380,375			$	1.70				144.00	%			5				0	%			0.85	%
250,000			250,000			13-Oct-21		13-Oct-26		$	2.10				470,375			$	2.10				144.00	%			5				0	%			1.27	%
500,000			500,000			09-Nov-21		09-Nov-26		$	3.92				1,758,050			$	3.92				144.30	%			5				0	%			1.37	%
250,000			250,000			31-Dec-21		31-Dec-26		$	3.11				698,525			$	3.11				145.00	%			5				0	%			1.25	%
500,000			500,000			09-May-22		09-May-27		$	2.00				591,950			$	1.34				146.00	%			5				0	%			2.76	%
500,000			500,000			20-May-22		20-May-27		$	1.00				334,300			$	0.75				146.80	%			5				0	%			2.70	%
500,000			500,000			17-Oct-22		17-Oct-27		$	0.17				75,350			$	0.17				149.50	%			5				0	%			3.60	%
1,000,000			500,000			13-Jul-23		13-Jul-28		$	0.115				105,000			$	0.12				149.10	%			5				0	%			3.71	%
1,500,000			1,500,000			24-Nov-23		24-Nov-28		$	0.29				414,000			$	0.29				151.70	%			5				0	%			3.83	%
4,500,000			3,375,000			04-Dec-23		04-Dec-28		$	0.45				2,162,700			$	0.45				151.90	%			5				0	%			3.54	%
250,000			187,500			11-Dec-23		11-Dec-28		$	0.52				102,900			$	0.52				153.10	%			5				0	%			3.53	%
125,000			125,000			12-Mar-24		12-Mar-29		$	0.69				79,575			$	0.69				154.30	%			5				0	%			3.47	%
250,000			62,500			23-Apr-24		23-Apr-29		$	0.77				163,325			$	0.77				154.30	%			5				0	%			3.79	%
250,000			62,500			01-May-24		01-May-29		$	0.77				172,950			$	0.77				154.30	%			5				0	%			3.63	%
200,000			50,000			21-May-24		21-May-29		$	1.03				190,380			$	1.03				154.30	%			5				0	%			3.79	%
4,000,000			1,000,000			04-Jun-24		04-Jun-29		$	1.26				4,658,000			$	1.26				154.50	%			5				0	%			4.08	%
3,667,187			-			29-Jul-24		29-Jul-29		$	2.17				8,141,522			$	2.39				156.00	%			5				0	%			3.20	%
28,942,187			20,062,500												33,434,500

 

The weighted average remaining contractual life of the options exercisable at September 30, 2024 was 3.24 years (December 31, 2023 – 3.46 years).

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

17.

Share-based payments reserves (continued)

 

Warrants

 

As at September 30, 2024, the Company had share purchase warrants outstanding as follows:

 

		Number outstanding & exercisable				Grant date		Expiry date		Exercise price				Fair value at grant date				Grant date share price				Expected volatility				Expected life (yrs)				Expected dividend yield				Risk-free interest rate
Warrants			2,505,637			14-Nov-22		14-Nov-24		$	0.30				259,931			$	0.17				152.7	%			2				0	%			3.87	%
Warrants			125,000			14-Nov-22		14-Nov-24		$	0.30				13,244			$	0.17				152.7	%			2				0	%			3.87	%
Warrants			30,000,000			6-Nov-23		6-Nov-28		$	0.20				1,414,476			$	0.17				151.9	%			5				0	%			3.87	%
Warrants			7,125,000			22-Nov-23		22-Nov-25		$	0.23				466,168			$	0.33				139.6	%			2				0	%			4,40	%
Warrant issue costs											(8,661	)
			39,755,637								2,145,157

 

Deferred Share Units Plan (DSUs)

 

On August 15, 2021, the Company adopted the DSUs plan. Eligible participants of the DSU Plan include any director, officer, employee or consultant of the Company. The Board fixes the vesting terms it deems appropriate when granting DSUs. The number of DSUs that may be granted under the DSU Plan may not exceed 5% of the total issued and outstanding Common Shares at the time of grant.

 

On May 21, 2024, the Company granted 1,000,000 DSUs to an employee of Valour. These DSUs have a grant day fair value of $1,185,000 and vest immediately.

 

On May 21, 2024, the Company granted 1,500,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $1,777,500 and vest in six months from the grant day.

 

On May 21, 2024, the Company granted 200,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $237,000 and vest in four equal installments every six months, with the first instalment vesting on the date that is six months from the grant day.

 

On July 29, 2024, the Company granted 4,439,007 DSUs to Valour Holdco. These DSUs have a grant day fair value of $10,609,000 and vest (a) on December 31, 2024 and (b) upon Valour Holdco thereof having entered into a contract with an employee or consultant of the Corporation or its subsidiaries to transfer the underlying shares subject to the option, subject to performance hurdles.

 

On September 24, 2024, the Company granted 1,125,000 DSUs to officers and consultants of the Company. These DSUs have a grant day fair value of $3,319,000 and vest in four equal installments every six months, with the first instalment vesting on the date that is three months from the grant day.

 

On February 1, 2023, the Company granted 500,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $107,500 and vest in four equal installments every six months, with the first instalment vesting on the date that is six months from the grant day.

 

On February 1, 2023, the Company granted 500,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $107,500 and vest immediately.

 

On July 13, 2023, the Company granted 1,000,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $145,000 and vest in four equal installments every six months, with the first instalment vesting on the date that is six months from the grant day.

 

On November 24, 2023, the Company granted 1,434,286 DSUs to consultants of the Company. These DSUs have a grant day fair value of $277,500 and vest immediately.

 

On November 24, 2023, the Company granted 925,000 DSUs to officers and consultants of the Company. These DSUs have a grant day fair value of $145,000 and vest in four equal installments every six months, with the first instalment vesting on the date that is six months from the grant day. Officers of the Company received 400,000 DSUs.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

17.

Share-based payments reserves (continued)

 

Deferred Share Units Plan (DSUs) (continued)

 

The Company recorded $7,855,483 in share-based compensation during the nine months ended September 30, 2024 (nine months ended September 30, 2023 - $1,508,668).

 

18.

Financial instruments

 

Financial assets and financial liabilities as at September 30, 2024 and December 31, 2023 are as follows:

 

		Asset / (liabilities) at amortized cost				Assets /(liabilities) at fair value through profit/(loss)				Total
December 31, 2023
Cash		$	6,727,482			$	-			$	6,727,482
Amounts receivable			54,036				-				54,036
Private investments			-				43,540,534				43,540,534
USDC			-				673				673
Accounts payable and accrued liabilities			(9,174,846	)			-				(9,174,846	)
Loan payable			(56,210,709	)			-				(56,210,709	)
ETP holders payable			-				(508,130,490	)			(508,130,490	)
September 30, 2024
Cash		$	20,702,196			$	-			$	20,702,196
Amounts receivable			1,081,075				-				1,081,075
Private investments			-				44,351,316				44,351,316
USDC			-				688				688
Accounts payable and accrued liabilities			(5,228,686	)			-				(5,228,686	)
Loan payable			(13,499,000	)			-				(13,499,000	)
ETP holders payable			-				(770,485,178	)			(770,485,178	)

 

The Company’s financial instruments are exposed to several risks, including market, liquidity, credit and currency risks. There have been no significant changes in the risks, objectives, policies and procedures from the previous year. A discussion of the Company’s use of financial instruments and their associated risks is provided below:

 

Credit risk

 

Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company’s primary counterparty related to its cash carries an investment grade rating as assessed by external rating agencies. The Company maintains all or substantially all of its cash with a major financial institution domiciled in Canada, the United States and Europe. Deposits held with this institution may exceed the amount of insurance provided on such deposits.

 

Regulatory Risks

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the DeFi ecosystem or any cryptocurrency, project or protocol that the Company may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to the Company. Governments may, in the future, restrict or prohibit the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency mining companies to additional regulation.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

18.

Financial instruments (continued)

 

Custodian Risks

 

The Company uses multiple custodians (or third-party “wallet providers”) to hold digital assets for its DeFi Ventures business line as well as for digital assets underlying Valour Cayman ETPs. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the execution of hedging ETPs, the value of the Company’s assets and the value of any investment in the Common Shares.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company’s investments declines, resulting in losses upon disposition. In addition, some of the investments the Company holds are lightly traded public corporations or not publicly traded and may not be easily liquidated. The Company generates cash flow from proceeds from the disposition of its investments and digital assets. There can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company. All of the Company’s assets, liabilities and obligations are due within one to three years.

 

The Company manages liquidity risk by maintaining adequate cash balances and liquid investments and digital assets. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial and non-financial assets and liabilities. As at September 30, 2024, the Company had current assets of $832,070,950 (December 31, 2023 - $497,513,493) to settle current liabilities of $789,761,126 (December 31, 2023 - $573,516,045).

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

18.

Financial instruments (continued)

 

The following table shows the Company’s source of liquidity by assets / (liabilities) as at September 30, 2024 and December 31, 2023:

 

September 30, 2024
		Total				Less than 1 year				1-3 years
Cash		$	20,702,196			$	20,702,196			$	-
Amounts receivable			1,081,075				1,081,075				-
Prepaid expenses			4,066,680				4,066,680				-
Digital assets			806,975,856				806,220,999				754,857
Private investments			44,351,316				-				44,351,316
Accounts payable and accrued liabilities			(5,228,686	)			(5,228,686	)			-
Loans payable			(13,499,000	)			(13,499,000	)			-
ETP holders payable			(770,485,178	)			(770,485,178	)			-
Total assets / (liabilities) - September 30, 2024		$	87,964,259			$	42,858,086			$	45,106,173

 

December 31, 2023
		Total				Less than 1 year				1-3 years
Cash			6,727,482			$	6,727,482			$	-
Amounts receivable			54,036				54,036				-
Prepaid expenses			1,509,824				1,509,824				-
Digital assets			489,865,638				489,222,151				643,487
Private investments			43,540,534				-				43,540,534
Accounts payable and accrued liabilities			(9,174,846	)			(9,174,846	)			-
Loan payable			(56,210,709	)			(56,210,709	)			-
ETP holders payable			(508,130,490	)			(508,130,490	)			-
Total assets / (liabilities) - December 31, 2023		$	(31,818,531	)		$	(76,002,552	)		$	44,184,021

 

Digital assets included in the table above are non-financial assets except USDC. For the purposes of liquidity risk analysis, these non-financial assets were included as they are mainly utilized to pay off any redemptions related to ETP holders payable, a financial liability. The lent and staked digital assets fall under the “less than 1 year” bucket.

 

Market risk

 

Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate because of changes in market prices.

 

(a)

Price and concentration risk

 

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices. In addition, most of the Company’s investments are in the technology and resource sector. At September 30, 2024, two investments made up approximately 4.5% (December 31, 2023 – two investments of 7.0%) of the total assets of the Company.

 

For the nine months ended September 30, 2024, a 10% decrease (increase) in the closing price of this these two positions would result in an estimated increase (decrease) in net loss of $4.2 million, or $0.01 per share.

 

For the year ended December 31, 2023, a 10% decrease (increase) in the closing price of this these two positions would result in an estimated increase (decrease) in net loss of $4.2 million, or $0.02 per share.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

18.

Financial instruments (continued)

 

Market risk (continued)

 

(b)

Interest rate risk

 

The Company’s cash is subject to interest rate cash flow risk as it carries variable rates of interest. The Company’s interest rate risk management policy is to purchase highly liquid investments with a term to maturity of one year or less on the date of purchase. Based on cash balances on hand at September 30, 2024, a 1% change in interest rates could result in approximately $207,000 change in net loss.

 

(c)

Currency risk

 

Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its results of operations from time to time. The Company’s foreign currency risk arises primarily with respect to United States dollar, Euro, Swiss Franc, Swedish Krona and British Pound. Fluctuations in the exchange rates between this currency and the Canadian dollar could have a material effect on the Company’s business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk. The Company reduces its currency risk by maintaining minimal cash balances held in foreign currency.

 

As at September 30, 2024 and December 31, 2023, the Company had the following financial and non-financial assets and liabilities, (amounts posted in Canadian dollars) denominated in foreign currencies:

 

		United States				British				Swiss				Euro				SEK
Cash		$	1,884,374			$	1,159			$	5,410,389			$	1,444,020			$	11,040,311
Receivables			148,883								8,668
Private investments			2,563,676								40,090,000
Prepaid expenses			40,762								63,372
Digital assets			806,975,856
Accounts payable and accrued liabilities			(1,149,420	)			(79,964	)			(307,995	)			(22,614	)			134
Loan payable			(13,499,000	)
ETP holders payable			(770,485,178	)
Deferred revenue			(548,262	)
Net assets (liabilities)		$	25,931,691			$	(78,805	)		$	45,264,434			$	1,421,406			$	11,040,177

 

December 31, 2023
		United States Dollars				British Pound				Swiss Franc				European Euro
Cash		$	6,668,518			$	-			$	-			$	-
Receivables			47,159				-				-				-
Private investments			4,016,636				-				39,395,000				-
Prepaid investment			1,509,824				-				-				-
Digital assets			489,865,637				-				-				-
Accounts payable and accrued liabilities			(3,080,229	)			(74,466	)			(101,828	)			(21,939	)
Loan payable			(56,210,709	)
ETP holders payable			(508,130,490	)			-				-				-
Net assets (liabilities)		$	(65,313,654	)		$	(74,466	)		$	39,293,172			$	(21,939	)

 

A 10% increase (decrease) in the value of the Canadian dollar against all foreign currencies in which the Company held financial instruments as of September 30, 2024 would result in an estimated increase (decrease) in net income of approximately $8,357,900 (December 31, 2023 - $2,601,500).

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

18.

Financial instruments (continued)

 

(d)

Digital currency risk factors: Perception, Evolution, Validation and Valuation

 

A digital currency does not represent an intrinsic value or a form of credit. Its value is a function of the perspective of the participants within the marketplace for that digital currency. The price of the digital currency fluctuates as a result of supply and demand pressures that accumulate in the market for it.

 

Having a finite supply (in the case of many but not all digital currencies), the more people who want to own that digital currency, the more the market price increases and vice-versa.

 

The most common means of determining the value of a digital currency is through one or more cryptocurrency exchanges where that digital currency is traded. Such exchanges publicly disclose the “times and sales” of the various listed pairs. As the marketplace for digital currencies evolves, the process for assessing value will become increasingly sophisticated.

 

(e)

Fair value of financial instruments

 

The Company has determined the carrying values of its financial instruments as follows:

 

i.

The carrying values of cash, amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments.

 

ii.

Public and private investments are carried at amounts in accordance with the Company’s accounting policies as set out in Note 2 in the Company’s December 31, 2023 financial statements.

 

iii.

Digital assets classified as financial assets relate to USDC which is measured at fair value.

 

The following table illustrates the classification and hierarchy of the Company’s financial instruments, measured at fair value in the statements of financial position as at September 30, 2024 and December 31, 2023.

 

		Level 1				Level 2				Level 3
Investments, fair value		(Quoted Market price)				(Valuation technique -observable market Inputs)				(Valuation technique - non-observable market inputs)				Total
Privately traded invesments		$	-			$	-			$	44,351,316			$	44,351,316
Digital assets			-				688				-				688
September 30, 2024		$	-			$	688			$	44,351,316			$	44,352,004
Privately traded invesments		$	-			$	-			$	43,540,534			$	43,540,534
Digital assets			-				673				-				673
December 31, 2023		$	-			$	673			$	43,540,534			$	43,541,207

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

18.

Financial instruments (continued)

 

(e)

Fair value of financial instruments (continued)

 

Level 2 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 2 during the periods ended September 30, 2024 and December 31, 2023. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

		September 30,				December 31,
Investments, fair value for the period ended		2024				2023
Balance, beginning of period		$	673			$	1,586
Acquired (disposal)			15				(913	)
Balance, end of period		$	688			$	673

 

Level 3 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 during the periods ended September 30, 2024 and December 31, 2023. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

Investments, fair value for the period ended		September 30, 2024				December 31, 2023
Balance, beginning of period		$	43,540,534			$	30,015,445
Purchases			1,360,400				128,898
Disposal			(830,411	)			-
Realized gain (loss)			634,271				-
Unrealized gain/(loss)			(353,478	)			13,396,191
Balance, end of period		$	44,351,316			$	43,540,534

 

Within Level 3, the Company includes private company investments that are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, trends in general market conditions and the share performance of comparable publicly traded companies.

 

As valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Given the size of the private investment portfolio, such changes may have a significant impact on the Company’s financial condition or operating results.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

18.

Financial instruments (continued)

 

(e)

Fair value of financial instruments (continued)

 

The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as at September 30, 2024 and December 31, 2023.

 

Description		Fair vaue				Valuation technique		Significant unobservable input(s)		Range of significant unobservable input(s)
3iQ Corp.		$	409,861			Recent financing		Marketability of shares		0% discount
Brazil Potash Corp.			1,697,640			Recent financing		Marketability of shares		0% discount
Earnity			-			Recent financing		Marketability of shares		0% discount
Luxor Technology Corporation			675,017			Recent financing		Marketability of shares		0% discount
Neuronomics AG			128,898			Recent financing		Marketability of shares		0% discount
SDK:meta, LLC			-			Recent financing		Marketability of shares		0% discount
Amina Bank			40,090,000			Market approach		Marketability of shares		0% discount
Skolem Technologies Ltd.			-			Recent financing		Marketability of shares		0% discount
VolMEX Labs Corporation			-			Recent financing		Marketability of shares		0% discount
ZKP Corporation			1,349,900			Recent financing		Marketability of shares		0% discount
September 30, 2024		$	44,351,316
3iQ Corp.		$	1,216,890			Recent financing		Marketability of shares		0% discount
Brazil Potash Corp.			2,138,380			Recent financing		Marketability of shares		0% discount
Earnity			-			Recent financing		Marketability of shares		0% discount
Luxor Technology Corporation			661,366			Recent financing		Marketability of shares		0% discount
SEBA Bank AG			39,395,000			Market approach		Marketability of shares		0% discount
Neuronomics AG			128,898			Recent financing		Marketability of shares		0% discount
SDK:meta, LLC			-			Recent financing		Marketability of shares		0% discount
Skolem Technologies Ltd.			-			Recent financing		Marketability of shares		0% discount
VolMEX Labs Corporation			-			Recent financing		Marketability of shares		0% discount
December 31, 2023		$	43,540,534

 

3iQ Corp. (“3iQ”)

On March 31, 2020, the Company acquired 187,007 common shares of 3iQ as part of the Company’s acquisition of Valour. As at September 30, 2024, the valuation of 3iQ was based on the recent transaction which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of 3iQ will result in a corresponding +/- $40,986 (December 31, 2023 - $121,689) change in the carrying amount.

 

Amina Bank AG (“Amina”)

On January 14, 2022, the Company invested $34,498,750 to acquire 3,906,250 non-votes shares of Amina. As at September 30, 2024, the valuation of Amina was based on a market approach which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of Amina will result in a corresponding +/- $4,009,000 (December 31, 2023 +/- $3,939,500) change in the carrying amount.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

18.

Financial instruments (continued)

 

(e)

Fair value of financial instruments (continued)

 

Brazil Potash Corp. (“BPC”)

On September 11, 2020, the Company received 404,200 common shares of BPC as consideration of selling the Company’s Royalties to a non-arms length party of the Company. As at September 30, 2024, the valuation of BPC was based on BPC weighted average of comparable public market stock prices of $4.20 per share, which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of BPC will result in a corresponding +/- $169,764 (December 31, 2023 - $213,828) change in the carrying amount.

 

Earnity Inc. (“Earnity”)

On April 13, 2021, the Company subscribed US$40,000 ($50,076) to acquire certain rights to certain future equity of Earnity. As at September 30, 2024, the valuation of Earnity was determined to be nil based on Earnity ceasing operations. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly. As at September 30, 2024, a +/- 10% change in the fair value of Earnity will result in a corresponding +/- $nil (December 31, 2023 - $nil) change in the carrying amount.

 

Luxor Technology Corporation (“LTC”)

On December 29, 2020, the Company subscribed US$100,000 ($128,060) to acquire certain rights to the preferred shares of LTC. The transaction was closed on February 15, 2021. On May 11, 2021, the Company subscribed additional rights of US$62,500 ($75,787). As at September 30, 2024, the valuation of LTC was based on the December 2021 financing which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024. a +/- 10% change in the fair value of LTC will result in a corresponding +/- $67,502 (December 31, 2023 - $66,137) change in the carrying amount.

 

SDK:Meta LLC

On June 3, 2021, the Company entered into a share exchange agreement with SDK exchanging 1,000,000 membership units of SDK with 3,000,000 shares of the Company valuing the investment at $3,420,000. During 2022, the Company impaired its investment in SDK:Meta LLC as they were unsuccessful in raising additional funds to continue to advance the company. As at September 30, 2024, the valuation of SDK:Meta LLC was $nil (December 31, 2023 - $nil). Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly. As at September 30, 2024, a +/- 10% change in the fair value of SDK:Meta LLC will result in a corresponding +/- $nil (December 31, 2023 - $nil) change in the carrying amount.

 

Skolem Technologies Ltd. (“STL”)

On December 29, 2020, the Company invested US$20,000 ($25,612) to acquire certain rights to the preferred shares of STL. On October 29, 2021, the Company rights were converted into 16,354 series A preferred shares. As at September 30, 2024, the valuation of STL was determined to be nil based on STL ceasing operations. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of STL will result in a corresponding +/- $nil (December 31, 2023 - $nil) change in the carrying amount.

 

VolMEX Labs Corporation (“VLC”)

On February 23, 2021, the Company invested US$30,000 ($37,809) to acquire certain rights to the preferred shares of VLC. As at September 30, 2024, the valuation of VLC was nil. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of VLC will result in a corresponding +/- nil (December 31, 2023 - $nil) change in the carrying amount.

 

ZKP Corporation (“ZKP”)

On August 2, 2024, the Company invested US$1,000,000 ($1,385,800) to acquire shares of ZKP. As at September 30, 2024, the valuation of ZKP was based on the recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of ZXP will result in a corresponding +/- $134,990 change in the carrying amount.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

19.

Digital asset risk

 

(a)

Digital currency risk factors: Risks due to the technical design of cryptocurrencies

 

The source code of many digital currencies, such as Bitcoin, is public and may be downloaded and viewed by anyone. As with all code, there may be a bug in the respective code which is yet to be found and repaired and can ultimately jeopardize the integrity and security of one or more of these networks.

 

Should miners for reasons yet unknown cease to register completed transactions within blocks which have been detached from the block chain, the confidence in the protocol and network will be reduced, which will reduce the value of the digital currency associated with that protocol, and the ETP payable balances that are valued with reference to the respective digital asset.

 

Protocols for most digital assets or cryptocurrencies are public open-source software, they could be particularly vulnerable to hacker attacks, which could be damaging for the digital currency market and may be the cause for investors to choose other currencies or assets to invest in.

 

(b)

Digital currency risk factors: Ownership, Wallets

 

Rather than the actual cryptocurrency (which are “stored” on the blockchain), a cryptocurrency wallet stores the information necessary to transact the cryptocurrency. Those digital credentials are needed so one can access and spend the underlying digital assets. Some use public-key cryptography in which two cryptographic keys, one public and one private, are generated and stored in a wallet. There are several types of wallets:

 

-

Hardware wallets are USB-like hardware devices with a small screen built specifically for handling private keys and public keys/addresses.

 

-

Paper wallets are simply paper printouts of private and public addresses.

 

-

Desktop wallets are installable software programs/apps downloaded from the internet that hold your private and public keys/addresses.

 

-

Mobile wallets are wallets installed on a mobile device and are thus always available and connected to the internet.

 

-

Web wallets are hot wallets that are always connected to the internet that can be stored in a browser or can be “hosted” by third party providers such as an exchange.

 

(c)

Digital currency risk factors: Political, regulatory risk and technology in the market of digital currencies

 

The legal status of digital currencies, inter alia Bitcoin varies between different countries. The lack of consensus concerning the regulation of digital currencies and how such currencies shall be handled tax wise causes insecurity regarding their legal status. As all digital currencies remain largely unregulated assets, there is a risk that politics and future regulations may negatively impact the market of digital currencies and companies operating in such market. It is impossible to estimate how politics and future regulations may affect the market. However, future regulations and changes in the legal status of the digital currencies is a political risk which may affect the price development of the tracked digital currencies.

 

The perception (and the extent to which it is held) that there is significant usage of the digital assets in connection with criminal or other illicit purposes, could materially influence the development and regulation of digital assets (potentially by curtailing the same).

 

As technological change occurs, the security threats to the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets will likely adapt and previously unknown threats may emerge. The Company’s ability to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets. To the extent that the Company is unable to identify and mitigate or stop new security threats, the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets may be subject to theft, loss, destruction or other attack.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

20.

Capital management

 

The Company considers its capital to consist of share capital, share based payments reserves and deficit. The Company’s objectives when managing capital are:

 

a)

to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company’s ability to purchase new investments;

 

b)

to give shareholders sustained growth in value by increasing shareholders’ equity; while

 

c)

taking a conservative approach towards financial leverage and management of financial risks.

 

The Company’s management reviews its capital structure on an on-going basis and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company’s current capital is composed of its shareholders’ equity and, to-date, has adjusted or maintained its level of capital by:

 

a)

raising capital through equity financings; and

 

b)

realizing proceeds from the disposition of its investments

 

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the NEO Exchange which requires one of the following to be met: (i) shareholders equity of at least $2.5 million, (ii) net income from continuing operations of at least $375,000, (iii) market value of listed securities of at least $25 million, or (iv) assets and revenues of at least $25 million. There were no changes to the Company’s capital management during the nine months ended September 30, 2024.

 

21.

Related party disclosures

 

a)

The condensed consolidated interim financial statements include the financial statements of the Company and its subsidiaries and its respective ownership listed below:

 

		% equity interest
DeFi Capital Inc.			100
DeFi Holdings (Bermuda) Ltd.			100
Electrum Streaming Inc.			100
Reflexivity LLC			100
Valour Inc.			100
DeFi Europe AG			100
Valour Digital Securities Limited			0

 

b)

Compensation of key management personnel of the Company

 

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The remuneration of directors and other members of key management personnel during the three and nine months ended September 30, 2024 and 2023 were as follows:

 

		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Short-term benefits		$	330,006			$	161,664			$	990,018			$	694,232
Shared-based payments			904,545				67,498				2,810,286				264,829
		$	1,234,551			$	229,162			$	3,800,304			$	959,061

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

21.

Related party disclosures (continued)

 

As at September 30, 2024, the Company had $82,655 (December 31, 2023 - $147,485) owing to its current key management, and $394,274 (December 31, 2023 - $314,136) owing to its former key management. Such amounts are unsecured, non-interest bearing, with no fixed terms of payment or “due on demand”.

 

c)

During the three and nine months ended September 30, 2024 and 2023, the Company entered into the following transactions in the ordinary course of business with related parties that are not subsidiaries of the Company.

 

		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
2227929 Ontario Inc.		$	30,000			$	30,000			$	90,000			$	90,000
		$	30,000			$	30,000			$	90,000			$	90,000

 

The Company shares office space with other companies who may have common officers and directors. The costs associated with the use of this space, including the provision of office equipment and supplies, are administered by 2227929 Ontario Inc. to whom the Company pays a fee. As at September 30, 2024, the Company had a payable balance of $327,700 (December 31, 2023 - $226,000) with 2227929 Ontario Inc. to cover shared expenses. The amounts outstanding are unsecured with no fixed terms of repayment. Fred Leigh, a former director and former officer of the Company, is also a director of 2227929 Ontario Inc.

 

As at September 30, 2024, the Company incurred $24,599 (September 30, 2023 - $102,546) in legal fees to a firm in which a director of the Company is a partner. Included in accounts payable and accrued liabilities were legal expenses of $918 (December 31, 2023 – $165,868) incurred in the ordinary course of business at a law firm where a director of the company is a Partner.

 

During the nine months ended September 30, 2024, Valour purchased 1,320,130 USDT for EUR 1,213,237 from a former director of Valour.

 

During the nine months ended September 30, 2023, the Company paid Valour Holdco US$20,000,000 related to DeFi Alpha trading profits.

 

During the year ended December 31, 2023, Officers of the Company received 4,377,139 common shares to settle $413,868 of outstanding payables.

 

During the year ended December 31, 2023, the Company also issued 2,724,941 common shares of the Company to former key management at an issue price of $0.11 per share to settle existing debt of $231,620 resulting in a loss on settlement of debt in the amount of $68,124.

 

Included in accounts payable and accrued liabilities were expenses of GBP 44,228 ($79,964) (December 31, 2023 - $74,466) expenses owed to Vik Pathak, a former director and officer of the Company.

 

See Note 17.

 

The Company has a diversified base of investors. To the Company’s knowledge, no one holds more than 10% of the Company’s shares on a basic share and partially diluted share basis as at September 30, 2024.

 

Valour Inc. holds 4,000,000 common shares of the Company.

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

21.

Related party disclosures (continued)

 

d)

The Company’s directors and officers may have investments in and hold management and/or director and officer positions in some of the investments that the Company holds. The following is a list of total investments and the nature of the relationship of the Company’s directors or officers with the investment as of September 30, 2024 and December 31, 2023.

 

Investment		Nature of relationship to invesment		Estimated Fair value
Brazil Potash Corp.*		Officer (Ryan Ptolemy) of Investee		$	1,697,640
Aminna Bank AG *		Former Director (Olivier Roussy Newton)  of investee			40,090,000
ZKP*		Director (Olivier Roussy Newton) of investee			1,349,900
Total investment -  September 30, 2024				$	43,137,540

 

*

Private companies

 

Investment		Nature of relationship to invesment		Estimated Fair value
Brazil Potash Corp.*		Officer (Ryan Ptolemy) of Investee		$	2,138,380
Aminna Bank AG (formerlt SEBA Bank AG)*		Former Director (Olivier Roussy Newton) of investee			39,395,000
Total investment - December 31, 2023				$	41,533,380

 

*

Private companies

 

22.

Commitments and contingencies

 

The Company is party to certain management contracts. These contracts require that additional payments of up to approximately $2,312,000 be made upon the occurrence of certain events such as a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these condensed consolidated interim financial statements. Minimum commitments remaining under these contracts were approximately $974,000, all due within one year.

 

The Company is, from time to time, involved in various claims and legal proceedings. The Company cannot reasonably predict the likelihood or outcome of these activities. The Company does not believe that adverse decisions in any ending or threatened proceedings related to any matter, or any amount which may be required to be paid by reasons thereof, will have a material effect on the financial condition or future results of operations.

 

23.

Operating segments

 

Geographical information

 

The Company operates in Canada where its head office is located and in the Untied States, Bermuda and Cayman Islands where its operating business are located. Cayman Islands operates the Company’s ETPs business line which involves issuing ETPs, hedging against the underlying digital asset, lending and staking of digital assets and management fees earned on the ETPs. Bermuda operates the Company’s Venture portfolio and node business lines. The United States operates the Company’s research firm. Information about the Company’s assets by geographical location is detailed below.

 

September 30, 2024		Canada				United States				Bermuda				Cayman Islands				Total
Cash			188,806				443,358				-				20,070,032				20,702,196
Amounts receivable			-				131,745				-				949,330				1,081,075
Prepaid expenses			1,709,592				40,762				-				2,316,326				4,066,680
Digital Assets			635,402				-				168,578				806,171,876				806,975,856
Property, plant and equipment			-				-				-				748				748
Other non-current assets			94,372,932				-				-				1,759,761				96,132,692
Total assets			96,906,732				615,865				168,578				831,268,073				928,959,248

 

  

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

23.

Operating segments (continued)

 

December 31, 2023		Canada				Bermuda				Cayman Islands				Total
Cash			59,069				-				6,668,412				6,727,481
Amounts receivable			6,878				-				47,159				54,037
Public investments			-				-				-				-
Prepaid expenses			77,521				-				1,432,303				1,509,824
Digital Assets			503,669				218,131				489,143,837				489,865,637
Property, plant and equipment			-				5,073				2,606				7,679
Other non-current assets			92,578,559				-				1,216,890				93,795,449
Total assets			93,225,696				223,204				498,511,207				591,960,107

 

Information about the Company’s revenues and expenses by subsidiary are detailed below:

 

For the nine months ended September 30, 2024		DeFi				Reflexivity				DeFi Bermuda				Defi Alpha				Valour Inc.				Total
Realized and net change in unrealized gains and (losses) on digital assets			131,733				14,050				(59,430	)			132,121,555				150,565,607				282,773,515
Realized and net change in unrealized gains and (losses) on ETP payables			-				-				-				-				(160,541,299	)			(160,541,299	)
Staking and lending income			-				-				61				-				22,865,291				22,865,352
Management fees			-				-				-				-				5,946,327				5,946,327
Research revenue			-				1,102,192				-				-				-				1,102,192
Node revenue			-				-				4,891				-				-				4,891
Realized (loss) on investments, net			-				-				-				-				634,271				634,271
Unrealized (loss) on investments, net			267,912				-				-				-				(621,390	)			(353,478	)
Interest income			4,268				-				-				-				-				4,268
Total revenue			403,913				1,116,242				(54,477	)			132,121,555				18,848,807				152,436,040
Expenses
Operating, general and administration			5,720,821				963,411				12,631				27,172,254				5,881,896				39,751,013
Share based payments			17,014,376				-				-				-				-				17,014,376
Depreciation - property, plant and equipment			-				-				5,073				-				1,856				6,929
Amortization - intangibles			1,568,925				-				-				-				-				1,568,925
Finance costs			0				-				-				-				3,450,634				3,450,634
Transaction costs			21,632				-				-				857,048				2,691,133				3,569,813
Foreign exchange (gain) loss			27,223				-				-				-				(15,151,268	)			(15,124,045	)
Impairment loss			4,962,021				-				-				-				-				4,962,021
Total expenses			29,314,998				963,411				17,704				28,029,302				(3,125,749	)			55,199,666
Income (loss) before other item			(28,911,086	)			152,831				(72,181	)			104,092,253				21,974,555				97,236,373
Other comprehensive income (loss)
Foreign currency translation (loss) gain			-				(1,184	)			4,226				-				(2,094,100	)			(2,091,058	)
Net (loss) income and comprehensive (loss) income for the period			(28,911,086	)			151,647				(67,954	)			104,092,253				19,880,455				95,145,315

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

23.

Operating segments (continued)

 

For the nine months ended September 30, 2023		DeFi				DeFi Bermuda				Valour Inc.				Total
Realized and net change in unrealized gains and (losses) on digital assets			-				(19,184	)			39,338,609				39,319,425
Realized and net change in unrealized gains and (losses) on ETP payables			-				-				(40,424,382	)			(40,424,382	)
Realized (loss) of derivative asset			-				-				-				-
Staking and lending income			-				162				2,083,184				2,083,346
Management fees			-				-				703,538				703,538
Node revenue			-				8,256				-				8,256
Realized (loss) on investments, net			-				-				(4,683	)			(4,683	)
Unrealized (loss) on investments, net			292,092				-				23,988				316,080
Interest income			809				-				-				809
Total revenue			292,901				(10,766	)			1,720,254				2,002,389
Expenses
Operating, general and administration			2,434,496				30,321				4,653,874				7,118,691
Share based payments			1,830,209				-				-				1,830,209
Depreciation - property, plant and equipment			-				7,852				1,856				9,709
Amortization - intangibles			1,528,725				-				-				1,528,725
Finance costs							-				2,644,105				2,644,105
Transaction costs			-				-				484,619				484,619
Foreign exchange (gain) loss			(13,346	)			-				8,293,829				8,280,483
Impairment loss			-				-				-				-
Income (loss) before other item			(5,487,183	)			(48,939	)			(14,358,029	)			(19,894,152	)
Loss on settlement of debt			(172,093	)											(172,093	)
Income (loss) before other item			(5,659,276	)			(48,939	)			(14,358,029	)			(20,066,245	)
Other comprehensive loss
Foreign currency translation (loss) gain			-				(399	)			(102,442	)			(102,841	)
Net (loss) income and comprehensive (loss) income for the period			(5,659,276	)			(49,338	)			(14,460,471	)			(20,169,086	)

 

24.

Earning per share

 

The following table presents the calculation of basic and fully diluted earnings per common share for the three and nine months ended September 30, 2024:

 

		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Numerator:
Net (loss) income		$	24,910,605			$	(2,890,441	)		$	97,236,374			$	(20,066,245	)
Denominator:
Weighted average number of common shares - basic			298,101,066				224,661,137				291,401,579				223,084,360
Weighted average effect of dilutive warrants*			36,195,371				-				33,791,243				-
Weighted average effect of dilutive options*			14,495,186				-				8,089,165				-
Weighted average effect of dilutive DSUs*			6,511,751				-				6,511,751				-
Weighted average number of common shares - diluted			355,303,374				224,661,137				339,793,738				223,084,360
Basic earnings per share		$	0.08			$	(0.01	)		$	0.33			$	(0.09	)
Diluted earnings per share		$	0.07			$	(0.01	)		$	0.29			$	(0.09	)

 

*

Maximum dilution if all warrants, options and DSUs were exercised would be 83,498,836

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

25.

Restatement of financial results

 

The Company has restated its September 30, 2023 consolidated statement of financial position, consolidated statement of operations and comprehensive loss and consolidated statement of cash flow to correct material errors and omissions in its prior filing. The following tables present the impact of the restatement adjustments on the Company’s previously issued consolidated financial statements for the three and nine months ended September 30, 2023:

 

a.

To impair the digital assets held at Genesis to its recoverable amount of $8,780,131 (US$6,525,067).

 

b.

To revalue the fair value of SEBA Bank AG to $25,969,500.

 

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian dollars)

 

				September 30, 2023								September 30, 2023
				$								$
		Note		As previousliy reported				Restatement				As restated
Assets
Current
Cash and cash equivalents		16			2,144,478				-				2,144,478
Amounts receivable		4,16			6,125				-				6,125
Public investments, at fair value through profit and loss		3,16			-				-				-
Prepaid expenses		5			417,276				-				417,276
Digital assets		6,16			104,613,517				(8,780,131	)			95,833,386
Digital assets loaned		6			60,877,229				-				60,877,229
Digital assets staked		6			13,175,343				-				13,175,343
Total current assets					181,233,968				(8,780,131	)			172,453,837
Private investments, at fair value through profit and loss		3,16,19			41,307,894				(10,995,500	)			30,312,394
Digital assets		6			43,920				-				43,920
Equipment					10,917				-				10,917
Right of use assets					-				-				-
Intangible assets		7			4,052,463				-				4,052,463
Goodwill					46,712,027				-				46,712,027
Total assets					273,361,189				(19,775,631	)			253,585,558
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		8,16,19			6,699,498				-				6,699,498
Loans payable		9,16			56,718,091				-				56,718,091
ETP holders payable		10,16			179,148,481				-				179,148,481
Total current liabilities					242,566,070				-				242,566,070
Non-current liabilities
Lease liabilities					-				-				-
Total liabilities					242,566,070				-				242,566,070
Shareholders’ equity
Common shares		14(b)(c)			167,708,003				-				167,708,003
Preferred shares					4,321,350				-				4,321,350
Share-based payments reserves		15			25,158,931				-				25,158,931
Accumulated other comprehensive income					(3,099,059	)			-				(3,099,059	)
Non-controlling interest					1,179				-				1,179
Deficit					(163,295,286	)			(19,775,631	)			(183,070,917	)
Total equity					30,795,119				(19,775,631	)			11,019,488
Total liabilities and equity					273,361,189				(19,775,631	)			253,585,558

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

25.

Restatement of financial results (continued)

 

Condensed Consolidated Interim Statements of Operations and Comprehensive (Loss)

(Expressed in Canadian dollars)

 

						Three months ended September 30,												Nine months ended September 30,
						2023								2023				2023								2023
						$				$				$				$				$				$
		Note				As previousliy reported				Restatement				As restated				As previousliy reported				Restatement				As restated
Revenues
Realized and net change in unrealized gains and (losses) on digital assets			11				(13,186,005	)			2,089,845				(11,096,160	)			45,666,208				(6,346,783	)			39,319,425
Realized and net change in unrealized gains and (losses) on ETP payables			12				16,105,048				-				16,105,048				(40,424,382	)			-				(40,424,382	)
Realized and unrealized (loss) on derivative assets							-				-				-				-				-				-
Staking and lending income							746,871				-				746,871				2,083,346				-				2,083,346
Management fees							243,845				-				243,845				703,538				-				703,538
Node revenue							3,280				-				3,280				8,256				-				8,256
Realized (loss) on investments, net			3				(658	)			-				(658	)			(4,683	)			-				(4,683	)
Unrealized gain (loss) on investments, net			3				(2,493,106	)			2,494,324				1,217				(2,178,244	)			2,494,324				316,080
Interest income							552				-				552				809				-				809
Total revenues							1,419,826				4,584,169				6,003,995				5,854,848				(3,852,459	)			2,002,389
Expenses
Operating, general and administration			13,19				3,246,755				-				3,246,755				7,118,691				-				7,118,691
Share based payments			15				387,329				-				387,329				1,830,209				-				1,830,209
Depreciation - property, plant and equipment							3,236				-				3,236				9,709				-				9,709
Depreciation - right of use assets							-				-				-				-				-				-
Amortization - intangibles			7				509,575				-				509,575				1,528,725				-				1,528,725
Finance costs							1,082,576				-				1,082,576				2,644,105				-				2,644,105
Transaction costs							164,900				-				164,900				484,619				-				484,619
Foreign exchange loss							3,526,454				-				3,526,454				8,280,483				-				8,280,483
Total expenses							8,920,825				-				8,920,825				21,896,541				-				21,896,541
Income (loss) before other item							(7,500,999	)			4,584,169				(2,916,830	)			(16,041,693	)			(3,852,459	)			(19,894,152	)
Loss on settlement of debt							26,389				-				26,389				(172,093	)			-				(172,093	)
Net (loss) for the period							(7,474,610	)			4,584,169				(2,890,441	)			(16,213,786	)			(3,852,459	)			(20,066,245	)
Other comprehensive loss
Foreign currency translation gain (loss)							(1,829,345	)			-				(1,829,345	)			(102,841	)			-				(102,841	)
Net (loss) and comprehensive income (loss) for the period							(9,303,955	)			4,584,169				(4,719,786	)			(16,316,627	)			(3,852,459	)			(20,169,086	)
Net (loss) attributed to:
Owners of the parent							(7,475,789	)			4,584,169				(2,891,620	)			(16,214,965	)			(3,852,459	)			(20,067,424	)
Non-controlling interests							1,179								1,179				1,179								1,179
							(7,474,610	)			4,584,169				(2,890,441	)			(16,213,786	)			(3,852,459	)			(20,066,245	)
Other comprehensive (loss) attributed to:
Owners of the parent							(9,305,134	)			4,584,169				(4,720,965	)			(16,317,806	)			(3,852,459	)			(20,170,265	)
Non-controlling interests							1,179								1,179				1,179								1,179
							(9,303,955	)			4,584,169				(4,719,786	)			(16,316,627	)			(3,852,459	)			(20,169,086	)
(Loss) per share
Basic							(0.03	)							(0.01	)			(0.07	)							(0.09	)
Diluted							(0.03	)							(0.01	)			(0.07	)							(0.09	)
Weighted average number of shares outstanding:
Basic							224,661,137								224,661,137				223,084,360								223,084,360
Diluted							224,661,137								224,661,137				223,084,360								223,084,360

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars unless otherwise noted)

 

25.

Restatement of financial results (continued)

 

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian dollars)

 

				Nine months ended September 30,
				2023								2022
				$								$
		Note		As previousliy reported				$ Restatement				As restated
Cash (used in) provided by operations:
Net (loss) for the period				$	(16,213,786	)		$	(3,852,459	)		$	(20,066,245	)
Adjustments to reconcile net (loss) income to cash (used in)
operating activities:									-
Share-based payments		15			1,830,209				-				1,830,209
Loss on debt for shares					172,093				-				172,093
Interest expense		9			2,644,105				-				2,644,105
Interest paid					(2,644,105	)			-				(2,644,105	)
Depreciation - Property, plant & equipment					9,709				-				9,709
Depreciation - right of use assets					-				-				-
Amortization - Intangible asset		7			1,528,725				-				1,528,725
Realized loss on investments, net					4,683				-				4,683
Unrealized loss (gain) on investments, net					2,178,244				(2,494,324	)			(316,080	)
Realized and net change in unrealized (gains) and loss on digital assets		11			(45,666,208	)			6,346,783				(39,319,425	)
Realized and net change in unrealized (gains) and loss on ETP		12			40,424,382				-				40,424,382
Realized and unrealized loss of derivative assets					-				-				-
Staking and lending income					(2,083,346	)			-				(2,083,346	)
Node revenue					(8,256	)			-				(8,256	)
Management fees					(703,538	)			-				(703,538	)
Unrealized loss (gain) on foreign exchange					(342,028	)			-				(342,028	)
					(18,869,117	)			-				(18,869,117	)
Adjustment for:
Purchase of digital assets					(88,193,590	)			-				(88,193,590	)
Disposal of digital assets					64,269,115				-				64,269,115
Purchase of investments					-				-				-
Disposal of investments					12,407				-				12,407
Change in amounts receivable					60,977				-				60,977
Change in prepaid expenses and deposits					147,418				-				147,418
Change in accounts payable and accrued liabilities					2,533,457				-				2,533,457
Net cash (used in) operating activities					(40,039,333	)							(40,039,333	)
Financing activities
Proceeds from ETP holders					150,736,395				-				150,736,395
Payments to ETP holders					(117,547,052	)			-				(117,547,052	)
Loan Payable					4,260,870				-				4,260,870
Proceeds from exercise of warrants		15			-				-				-
Proceeds from exercise of options		15			-				-				-
Shares repurchased pursuant to NCIB					-				-				-
Net cash provided by financing activities					37,450,213								37,450,213
Effect of exchange rate changes on cash and cash equivalents					(172,567	)			-				(172,567	)
Change in cash and cash equivalents					(2,761,687	)			-				(2,761,687	)
Cash, beginning of period					4,906,165				-				4,906,165
Cash and cash equivalents, end of period				$	2,144,478			$	-			$	2,144,478

 

 

43

 

Exhibit 99.172

 

 

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

Nine months ended September 30, 2024

 

 

Background

 

This Management’s Discussion and Analysis (“MD&A”) has been prepared based on information available to DeFi Technologies Inc. (“we”, “our”, “us”, “DeFi” or the “Company”) containing information through November 14, 2024, unless otherwise noted. The MD&A provides a detailed analysis of the Company’s operations and compares its financial results for the three and nine months ended September 30, 2024 and 2023. The financial statements and related notes of DeFi have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). Please refer to the notes of the December 31, 2023 annual audited consolidated financial statements for disclosure of the Company’s significant accounting policies. The Company’s presentation currency is the Canadian dollar. Unless otherwise noted, all references to currency in this MD&A refer to Canadian dollars.

 

Additional information, including our press releases, have been filed electronically through the System for Electronic Document Analysis and Retrieval (“SEDAR”) and is available online under the Company’s SEDAR profile at www.sedar.com.

 

Cautionary Statement Regarding Forward Looking Information

 

Except for statements of historical fact relating to DeFi certain information contained herein constitutes forward-looking information under Canadian securities legislation.  The use of any of the words “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “goal”, “predict”, “potential”, “should”, “believe”, “intend” or the negative of these terms and similar expressions are intended to identify forward-looking information and statements. The information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information and statements. Such statements reflect the Company’s current views with respect to certain events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance, or achievements to vary from those described in this MD&A. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this MD&A as intended, planned, anticipated, believed, estimated, or expected. With respect to the forward-looking statements contained herein, although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: the Company’s lack of operating history as an investment company; the volatility of the market price of the common shares of the Company; risks relating to the trading price of the common shares of the Company relative to net asset value; risks relating to available investment opportunities and competition for investments; the volatility of the share prices of investments in public companies; the dependence on management, directors and the investment committee; risks relating to additional funding requirements; potential conflicts of interest and potential transaction and legal risks, conflict of interests and litigation risks, as more particularly described under the heading “Risk Factors” in this MD&A and in the Company’s Annual Information Form (“AIF”) filed with Canadian securities regulators. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

 

 

Restatement of Previously Issued Condensed Interim Consolidated Financial Statements

 

The Company reassessed the application of IFRS on the accounting for the valuation of the Company’s holdings in 3iQ and Seba Bank AG as well as the valuation of Valour’s Genesis loan and collateral. As a result of the restatement: (i) digital assets was reduced by $8,780,131 to $95,833,386; and (ii) private investments, at fair value through profit and loss was reduced by $10,995,500 to $30,312,394 as at September 30, 2023, with an retained earnings impact at September 30, 2023 of $19,775,631. For more details, please refer to Note 25 of the condensed consolidated interim financial statements of the Company for three and nine months ended September 30, 2024 and 2023. The change in accounting is considered the correction of an error for accounting purposes and, as such, required a restatement of the financial statements for the three and nine months ended September 30, 2023. Due to the accounting error, the Company’s management has concluded that there was a material weakness in its internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements and Management’s Discussion and Analysis will not be prevented or detected on a timely basis.

 

Overview of the Company

 

The Company is a publicly listed issuer on the CBOE Canada trading under the symbol “DEFI”. The Company is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance. The Company’s mission is to expand investor access to industry-leading decentralized technologies which it believes lie at the heart of the future of finance. On behalf of its shareholders and investors, it identifies opportunities and areas of innovation and builds and invests in new technologies and ventures in order to provide trusted, diversified exposure across the decentralized finance ecosystem. The Company does so through six distinct business lines: Valour Asset Management, DeFi Alpha, Stillman Digital, DeFi Ventures, DeFi Infrastructure and Reflexivity LLC.

 

The Company’s condensed consolidated interim financial statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying condensed consolidated interim financial statements.

 

Investment Pillars

 

DeFi generates revenue through six core pillars:

 

Valour Asset Management

 

The Company, through its 100% ownership of Valour Inc., is developing Exchange Traded Products (“ETPs”) that synthetically track the value of a single DeFi protocol or a basket of protocols. ETPs simplify the ability for retail and institutional investors to gain exposure to DeFi protocols or basket of protocols as it removes the need to manage a wallet, two-factor authentication, various logins, and other intricacies that are linked to managing a decentralized finance protocol portfolio.

 

 

DeFi Alpha

 

Defi Alpha, a specialized arbitrage trading desk with the sole focus is to identify low-risk arbitrage opportunities within the crypto ecosystem. The Defi Alpha trading desk is strategically designed to focus on identifying and capitalizing upon arbitrage opportunities within the dynamic digital assets market. Utilizing advanced algorithmic strategies and in-depth market analysis, the trading desk aims to generate alpha by exploiting inefficiencies and discrepancies in digital asset pricing. The primary focus is on arbitrage trading opportunities in both centralized and decentralized markets, ensuring minimal market or protocol exposure to mitigate downside revenue volatility.

 

Stillman Digital

 

Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement and technology.

 

DeFi Ventures

 

The Company, whether by itself or through its subsidiaries, invests in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets.

 

DeFi Infrastructure

 

The Company’s DeFi Infrastructure line of business offer governance services and products within the DeFi ecosystem. The Company uses its expertise in DeFi to offer node management of decentralized protocols to support governance, security and transaction validation for their networks.

 

Reflexivity LLC

 

The Company’s Reflexivity LLC line of business specializes in producing cutting-edge research reports for the cryptocurrency industry. Reflexivity has also focused on creating a large third-party distribution channel for its research, which has been accomplished by partnering with platforms such as TradingView, eToro and others.

 

Highlights For The Nine Months Ended September 30, 2024 And Subsequent Events:

 

§

On February 7, 2024, the Company has completed its acquisition of Reflexivity Research LLC, a premier private research firm that specializes in producing research reports for the cryptocurrency industry. Reflexivity, co-founded by Anthony Pompliano and Will Clemente, offers crypto-native research designed for traditional finance investors. Reflexivity’s research is distributed via their homepage, a premium membership portal, and an email list of over 55,000 investors which generates a positive cash flow for Reflexivity.

 

§

On February 9, 2024, the Company completed the acquisition of intellectual property (IP) from prominent Solana developer Stefan Jorgensen. The IP acquired encompasses a suite of sophisticated features, including advanced liquidity provisioning, innovative trading strategies and technologies, along with the distribution, management and analytics of decentralized financial data. These elements are tailored to support the Solana-focused trading desk operated by both Defi Technologies and Valour Inc.

 

 

§

On February 20, 2024, the Company  launched its physical-backed staking exchange-traded product (ETP) for the Internet Computer Protocol (ICP) token. The Valour Internet Computer Protocol ETP (ISIN: GB00BS2BDN04) provides retail and institutional investors with trusted, secure and diversified exposure to the innovative and fast-growing Internet Computer ecosystem. The Internet Computer adds autonomous serverless cloud functionality to the public Internet -- making it possible to build almost any system or service entirely on a decentralized network. Developers and enterprises no longer have to rely on legacy information technology systems that are susceptible to hacks and downtime. The Internet Computer is a tamper-proof and unstoppable network, a new paradigm of computing power.

 

§

On March 18, 2024, the Company’s subsidiary Valour Inc. partnered with Bitcoin Suisse AG and Stoxx in launching the innovative 1Valour Stoxx Bitcoin Suisse Digital Asset Blue Chip ETP. This pioneering product marks a significant step forward in the digital asset market, providing a diversified investment approach to the top blue-chip digital assets in a simple and secure manner.

 

§

On April 8, 2024, the Company opened a new trading desk in the United Arab Emirates (UAE). As part of this strategic initiative, the Company aims to expand its assets under management (AUM) by launching 15 new ETP products in 2024, in addition to the 17 already listed in Europe, followed by another 30 in 2025.

 

§

On April 17, 2024, the Company entered into a collaboration with the Core Foundation to develop innovative ETPs (exchange-traded products) that leverage Core Chain’s unique blockchain capabilities, introducing a first-of-its-kind yield-bearing BTC ETP and a novel Core ETP. The yield-bearing BTC ETP will offer yield directly from Core Chain’s block rewards. This groundbreaking initiative marks a first in the market, as the previously passive BTC asset becomes productive and yield-bearing without moving off the bitcoin network.

 

§

On April 18, 2024, the Company launched the first short spot bitcoin (BTC) ETP.

 

§

On May 7, 2024, the Company’s subsidiary, Valour Inc. successfully repaid US$19.5 million in outstanding loans. As of April 30, 2024, and due to favourable business conditions, Valour has fully repaid balances of US$6 million and US$13.5 million, which were secured by Bitcoin (BTC) and Ethereum (ETH) collateral, respectively. No further equity or debt was raised to repay the loan. The loans, which were structured with open-term tenures allowing for flexible repayment, were fully repaid on April 30, 2024. This strategic financial management will result in substantial savings for the Company.

 

§

On May 13, 2024, the Company’s subsidiary Valour Inc. launched three new ETPs. Among these offerings are the Valour Internet Computer (ICP) ETP and the Valour Toncoin (TON) ETP, the first of their kind in the Nordics. These are accompanied by the Valour Chainlink (LINK) ETP, providing simplified access to cutting-edge digital assets. Trading of all three ETPs commenced on May 10, 2024, with a 1.9 percent management fee.

 

§

On June 4, 2024, the Company’s subsidiary, Valour Inc., announced it has broadened its partnership with justTrade, a leading German on-line brokerage platform. The recently launched 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETP is now available for German savings plans through justTRADE.

 

 

§

On June 10, 2024, the Company announced it has adopted Bitcoin as its primary treasury reserve asset and has purchased 110 Bitcoin to initiate this strategy.

 

§

On June 11, 2024, the Company announced it has deployed a Core Chain validator node to act as an independent validator for the network. The launch of the node is part of the Company’s Defi Infrastructure business line, contributing to the mission of decentralized finance. The Company will also stake 1,498 Bitcoin on the Core Chain.

  

§

On June 19, 2024, the Company’s subsidiary, Valour Inc., launched the Valour Hedera (HBAR) ETP (exchange-traded product). The Valour Hedera (HBAR) ETP (ISIN: CH1213604585) provides secure and straightforward access to Hedera’s native cryptocurrency, HBAR. Hedera is renowned for its energy-efficient public distributed ledger technology, which utilizes the leaderless, asynchronous Byzantine Fault Tolerance (“aBFT”) hashgraph consensus algorithm.

 

§

On June 28, 2024, the Company’s subsidiary Valour Inc. launched two new ETPs, the Valour CORE (CORE) ETP and the Valour Hedera (HBAR) ETP, on the Spotlight Stock Market in Sweden. The Valour CORE (CORE) SEK (ISIN: CH1213604593) offers investors exposure to the native token of the Core blockchain, CORE. Core Chain’s Satoshi Plus consensus mechanism uniquely combines the decentralization and security of Bitcoin’s Delegated Proof of Work (“DPoW”) with the scalability and flexibility of Ethereum’s Delegated Proof of Stake (“DPoS”).

 

§

On July 17, 2024, the Company’s subsidiary, Valour Inc., launched an ETP (exchange-traded product) for the Near Protocol token on the Spotlight Stock Market in Sweden. The Valour Near (NEAR) ETP (ISIN: CH1213604577) provides retail and institutional investors with trusted, secure and diversified exposure to the innovative and fast-growing Near ecosystem, enabling participation in a decentralized Web platform that aims to redefine the future of digital finance.

 

§

On July 18, 2024, the Company expanded its digital asset treasury strategy purchasing an additional 94.34 Bitcoin, bringing its total Bitcoin holdings to 204.34 Bitcoin. Additionally, the Company has acquired 12,775 Solana tokens and 1,484,148 Core tokens, with plans to actively participate in Core DAO’s staking facility.

 

§

On July 30, 2024, the Company formed a strategic partnership with Zero Computing, a pioneer in verifiable computation on Ethereum and Solana. This partnership aims to build critical infrastructure to enhance the arbitrage discovery and execution capabilities of Defi Technologies’ specialized trading desk, DeFi Alpha, and advance capabilities for capturing zero-knowledge enabled maximal extractable value (MEV).

 

§

On July 31, 2024, the Company appointed Andrew Forson to its board of directors. Andrew Forson is an experienced financial and risk engineer, software architect, and trust and estate practitioner. Currently, he serves as the head of ventures and investments for the Hashgraph Group, the commercialization and enablement arm of Hedera, where he has been instrumental in driving strategic investments and fostering innovation in the digital asset sector.

 

 

§

On August 6, 2024, the Company’s subsidiary, Valour Inc., signed a memorandum of understanding (MOU) with the Nairobi Securities Exchange (NSE) and SovFi Inc. to facilitate the creation, issuance and trading of digital asset exchange-traded products in the African market.

 

§

On September 30, 2024, the Company’s subsidiary, Valour Inc., and Valour Digital Securities Ltd., a leading issuer of exchange-traded products (ETPs), have introduced their groundbreaking asset-backed ethereum exchange-traded products, also known as exchange-traded notes (ETNs), on the London Stock Exchange. The Valour ethereum-physical-staking ETP (ticker: 1VET; ISIN: GB00BRBMZ190) is a fully backed, non-leveraged, passive investment product providing direct exposure to ethereum as the underlying crypto asset. The ETP is secured by the respective cryptocurrency held in cold storage by regulated crypto custodians.

 

§

On October 4, 2024, the Company’s completed its acquisition of Stillman Digital Inc. and Stillman Digital Bermuda Ltd., a leading global liquidity provider offering industry-leading trade execution, settlement and technology services. Stillman Digital’s core products and services include electronic trade execution, OTC (over-the-counter) block trading and market-making.

  

§

On October 10, 2024, the Company’s subsidiary, Valour Inc., has listed the Valour Sui (SUI) ETP on the Spotlight Stock Market. The Valour Sui (SUI) ETP provides a secure and straight-forward way for investors to gain exposure to Sui, a rapidly growing Layer 1 blockchain optimized for on-chain use cases through its unique consensus mechanism and object-centric data model. With a market cap of $5.37-billion, Sui ranks among the top 20 digital assets worldwide.

 

§

On October 18, 2024, the Company subsidiary, Valour Inc., a leading issuer of exchange-traded products (ETPs) providing simplified access to digital assets, transferred 19 ETPs from the Nordic Growth Market (NGM) to the Spotlight Stock Market in Stockholm, Sweden. This decision represents a significant step in Valour’s growth strategy within the Nordic market and strengthens its position in the ETP segment, particularly for digital asset-related instruments.

 

§

On October 30, 2024, the Company’s subsidiary, Valour Inc., has listed the first-ever Valour Bittensor (TAO) ETP in the Nordics on the Spotlight Stock Market. This launch provides investors with seamless access to TAO, the token that fuels Bittensor’s decentralized machine learning protocol. With a market cap of $3.9-billion, TAO ranks No. 25 among digital assets globally.

 

§

On November 5, 2024, the Company announced that Valour Digital Securities Limited, a leading issuer of exchange traded products (“ETPs”) that provide simplified access to digital assets, has introduced a new physically backed, high-yield Bitcoin (“BTC”) ETP for German investors in collaboration with Core Foundation.

 

 

Digital Assets

 

As at September 30, 2024, the Company’s digital assets consisted of the below digital currencies, with a fair value of $806,975,856 (December 31, 2023 - $489,865,638). Digital currencies are recorded at their fair value on the date they are acquired and are revalued to their current market value at each reporting date. Fair value is determined by taking the mid-point price at 17:30 CET digital asset exchanges consistent with the final terms for each ETP. The primary digital asset exchanges used to value digital assets are Kraken, Bitfinex, Binance, Coinbase and Bitstamp. Where digital assets held do not have pricing on these exchanges, other exchanges would be used. On all material coins, Kraken, Bitfinex, Coinbase and Bitstamp were used. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Vomex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.The Company’s holdings of digital assets consist of the following:

 

		September 30, 2024								December 31, 2023
		Quantity				$				Quantity				$
Binance Coin			1,948.6266				1,514,391				236.4452				97,710
Bitcoin			2,721.5599				211,173,492				2,271.3329				108,983,280
Ethereum			21,914.1061				77,440,001				21,537.4066				65,956,320
EthereumPoW			0.2000				1				0.2000				1
Cardano			64,517,806.7026				33,286,706				54,210,783.1700				43,306,306
Polkadot			2,282,295.1010				14,074,031				1,666,147.7880				18,371,365
Solana			1,806,304.48				389,033,874				1,682,112.49				235,733,109
Shyft			4,879,446.3958				49,122				4,539,407.2792				78,314
Uniswap			378,293.1647				3,918,585				296,352.0602				2,932,687
USDC							688								673
USDT							4,714,736								111,856
Litecoin			-				-				17.3931				1,719
Doge			413,726.4335				66,795				220,474.3947				26,652
Cosmos			32,429.79				212,649.90				11,700.0000				171,497
Avalanche			994,866.5992				37,971,781				248,151.6644				13,148,105
Matic			15,724.8867				8,544				0.0003				-
Ripple			9,316,964.1025				7,844,255				76,029.7317				62,737
Enjin			88,747.8806				20,582				432,342.3671				223,237
Tron			152,413.2883				32,919				118,490.5094				16,581
Terra Luna			204,635.1265				-				202,302.5360				-
Shiba Inu			2,489,300,000.0000				60,486				-				-
ICP			1,146,727.9192				14,186,408				-				-
Core			3,163,216.1559				4,498,045
AAVE			1.5265				323				-				-
LINK			57,113.7798				932,996				-				-
TON			209,740.0000				1,652,901				-				-
NEAR			381,853.2000				2,773,143
AVA			1,000.0000				683
HARB			9,420,895.2800				752,862				-				-
Current			2,588,790,786				806,220,998				63,728,357				489,222,151
Blocto			272,913.4228				1,009				264,559.703				10,503
Boba Network			250,000.0000				-				250,000.00				-
Clover			480,000.0000				20,473				450,000.00				19,831
Maps			285,713.0000				-				285,713.000				-
Mobilecoin			2,855.5045				-				2,855.5045				-
Oxygen			400,000.0000				-				400,000.000				-
Pyth			2,500,000.0000				635,402				2,500,000.00				503,669
Saffron.finance			86.2100				2,695				86.21				2,619
Sovryn			15,458.9500				13,107				15,458.95				12,863
Wilder World			148,810.0000				82,172				148,810.00				94,002
Volmex Labs			2,925,878.0000				-				2,925,878.0000				-
Long-Term							754,858								643,487
Total Digital Assets							806,975,856								489,865,638

 

 

The continuity of digital assets for the nine months ended September 30, 2024 and year ended December 31, 2023:

  

		September 30, 2024				December 31, 2023
Opening balance		$	489,865,638			$	104,202,085
Digital assets acquired			606,627,014				318,355,007
Digital assets disposed			(603,388,535	)			(244,656,544	)
Digital assets earned from staking, lending and fees			22,870,243				3,554,587
Realized gain (loss) on digital assets			295,685,477				(1,017,247	)
Net change in unrealized gains and losses on digital assets			(12,911,962	)			324,976,115
Foreign exchange gain (loss)			8,227,981				(15,548,363	)
		$	806,975,856			$	489,865,638

 

Digital assets held by counterpart for the nine months ended September 30, 2024 and year ended December 31, 2023:

 

		September 30, 2024				December 31, 2023
Counterparty A		$	74,437,399			$	421,687,911
Counterparty B			16,000				30,592,947
Counterparty C			2,143,013				2,775,287
Counterparty D			61,071				11,785,440
Counterparty E			9,225,537				8,633,491
Counterparty F			24,670,756				837,948
Counterparty G			-				8,840,988
Counterparty H			14,024,130				-
Counterparty I			242,170,936				-
Counterparty J			133,815,421				-
Counterparty K			27,205,958				-
Counterparty L			6,757,201				-
Counterparty M			5,344,060				-
Other			1,955,208				248,294
Self custody			265,149,167				4,463,332
Total		$	806,975,856			$	489,865,638

 

As of September 30, 2024, digital assets held as collateral consisted of the following:

 

		Number of coins on loan				Fair Value
Bitcoin			380.0000			$	9,225,537
Ethereum			1,845.0000				6,520,191
Total			2,225.0000			$	15,745,728

 

As at September 30, 2024, the 380 Bitcoin held by Genesis Global Capital LLC (“Genesis”) as collateral against a loan has been written down to $9,225,537 (US$6,834,237), the fair value of the loan and interest held with Genesis.

 

As of December 31, 2023, digital assets held as collateral consisted of the following:

 

		Number of coins on loan				Fair Value
Bitcoin			1,158.2614				46,860,266
Ethereum			9,263.7800				28,369,770
Total			10,422.0414			$	75,230,036

 

 

As at December 31, 2023, the 475 Bitcoin held by Genesis as collateral against a loan has been written down to $8,690,623 (US$6,570,862), the fair value of the loan and interest held with Genesis.

 

In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain fiat and digital assets in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time. The digital assets on loan are included in digital assets balances above.

 

Digital Assets loaned

 

As of September 30, 2024, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 2.3% to 5.5% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

 

As of December 31, 2023, the Company has on loan select digital assets to borrowers at annual rates ranging from approximately 2.4% to 9.7% and accrue interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

 

As of September 30, 2024, digital assets on loan consisted of the following:

 

		Number of coins on loan				Fair Value				Fair Value Share
Digital assets on loan:
Ethereum			10,500.0000				37,106,780				96	%
Uniswap			150,000.0000				1,553,789				4	%
Total			160,500.0000			$	38,660,569				100	%

 

As of December 31, 2023, digital assets on loan consisted of the following:

 

		Number of coins on loan				Fair Value				Fair Value Share
Digital on loan:
Ethereum			7,000.0000				21,437,084				8	%
Cardano			8,500,000.0000				6,790,228				3	%
Polkdot			1,373,835.0000				15,148,250				6	%
Solana			1,572,441.0000				220,363,625				82	%
Avalanche			125,009.0000				6,623,496				2	%
Total			11,578,285.0000			$	270,362,684				100	%

 

As of September 30, 2024, the digital assets on loan by significant borrowing counterparty is as follow:

 

		Interest rates		Number of coins on loan				Fair Value
Digital assets on loan:
Counterparty A		2.3% to 3.85%			156,500.0000				24,524,653
Counterparty F		3.25% to 5.50%			4,000.0000				14,135,916
Total					160,500.0000			$	38,660,569

 

As of December 31, 2023, the digital assets on loan by significant borrowing counterparty is as follow:

 

		Interest rates		Number of coins on loan				Fair Value
Digital on loan:
Counterparty A		2.4% to 9.7%			11,578,285.0000				270,362,684
Total					11,578,285.0000			$	270,362,684

 

As of September 30, 2024, digital assets on loan were concentrated with counterparties as follows:

 

		Geography		September 30, 2024
Digital assets on loan:
Counterparty A		Cayman Islands			63	%
Counterparty F		UAE			37	%
Total					100	%

 

 

As of December 31, 2023, digital assets on loan were concentrated with counterparties as follows:

 

		Geography		December 31, 2023
Digital on loan:
Counterparty A		Cayman Islands			100	%
Total					100	%

 

The Company’s digital assets on loan are exposed to credit risk. The Company limits its credit risk by placing its digital assets on loan with high credit quality financial institutions that have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring the Company’s risk exposure thresholds. As of September 30, 2024 and December 31, 2023, the Company does not expect a material loss on any of its digital assets on loan. While the Company intends to only transact with counterparties that it believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

 

The below table presents the ratio of Total AUM Loaned to Total AUM:

 

2024 Quarterly AUM Loaned vs. 2024 Total Quarterly AUM

 

 

 

Digital Assets Staked

 

As of September 30, 2024, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 2.82% to 9.86% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

 

As of December 31, 2023, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 3.15% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

 

 

As of September 30, 2024, digital assets staked consisted of the following:

 

		Number of coins staked				Fair Value				Fair Value Share
Digital assets on staked:
Avalanche			931,446			$	35,551,181				7	%
Bitcoin			1,608.0000				138,661,553				26	%
Cardano			30,991.6807				15,990				0	%
Core			2,734,997.0010				3,889,124				1	%
Polkadot			1,868,880.9000				11,524,666				2	%
Solana			1,660,648.7220				350,600,709				65	%
Total			7,228,571.9037			$	540,243,221				100	%

 

As of December 31, 2023, digital assets staked consisted of the following:

 

		Number of coins staked				Fair Value				Fair Value Share
Digital on staked:
Cardano			38,201,004.7950				30,516,888				100	%
Total			38,201,004.7950			$	30,516,888				100	%

 

As of September 30, 2024, the digital assets staked by significant borrowing counterparty is as follow:

 

		Interest rates		Number of coins staked				Fair Value
Digital on staked:
Counterparty B		2.82%			30,991.6807				15,990
Counterparty I		9.86%			1,147,062.3000				242,170,936
Counterparty J		2.25% to 3.35%			1,396,882.1539				133,815,421
Self custody		6.47% to 9.12%			4,653,635.7691				164,240,874
Total					7,228,571.9037			$	540,243,221

 

As of December 31, 2023, the digital assets staked by significant borrowing counterparty is as follow:

 

		Interest rates		Number of coins staked				Fair Value
Digital on staked:
Counterparty B		3.15%			38,201,004.7950				30,516,888
Total					38,201,004.7950			$	30,516,888

 

As of September 30, 2024, digital assets staked were concentrated with counterparties as follows:

 

		Geography		September 30, 2024
Digital on staked:
Counterparty B		Switzerland			0	%
Counterparty I		United States			45	%
Counterparty J		United States			25	%
Self custody		Switzerland			30	%
Total					100	%

 

 

As of December 31, 2023, digital assets staked were concentrated with counterparties as follows:

 

		Geography		December 31, 2023
Digital on staked:
Counterparty B		Switzerland			100	%
Total					100	%

 

The Company’s digital assets staked are exposed to market risk, liquidity risk, lockup duration risk, loss or theft of assets and return duration risk. The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company’s risk exposure thresholds. As of September 30, 2024 and December 31, 2023, the Company does not expect a material loss on any of its digital assets staked. While the Company intends to only transact with counterparties that it believes to meets the Company staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

  

The below table presents the ratio of Total AUM Staked to Total AUM:

 

2024 Quarterly AUM Staked vs. 2024 Total Quarterly AUM

 

 

 

Third Party Custodians

 

As of September 30, 2024, the Company used the following third-party custodians (each, a “Custodian”) in the ordinary course of business of its DeFi Ventures business line as well as for digital asset underlying Valour ETPs:

 

Custodian	Location
Bitcoin Suisse AG	Switzerland
Anchorage Digital	United States
B2C2 Overseas LTD	Cayman Islands
Copper	Switzerland
Bitgo Trust	United States

 

 

Each of the Custodians have not appointed a sub-custodian to hold crypto assets owned by the Company. The Custodians hold and safeguard the digital assets deposited by the Company and its subsidiaries. The Custodians also offer lending and staking services. The Custodians are not Canadian financial institutions. None of the Custodians are related parties of the Company.

 

 

Each Custodian maintains general commercial insurance on its own behalf, but the Corporation and other clients of such Custodians are not named insured under such policies. The Company is not aware of any security breaches or similar incidents at the Custodians. The Company believes that any event of insolvency or bankruptcy of a Custodian would be treated in accordance with the insolvency or bankruptcy laws of the applicable jurisdiction of such Custodian.

 

As of September 30, 2024, the breakdown of digital assets deposited with each Custodian as a percentage of total digital assets custodied by the Company and its subsidiaries is as follows:

 

Custodian	Location	% of digital assets custodied by market value (1)	Regulatory Body
Bitcoin Suisse AG	Switzerland	0.0%	Financial Services Standards Association (VQF). Zug. Switzerland
Anchorage Digital	United States	0.0%	Office of Comptroller of Currency
B2C2 Overseas LTD	Cayman Islands	9.2%	Cayman Islands Monetary Authority (CIMA)
Copper	Switzerland	1.7%	Financial Services Standards Association (VQF). Zug. Switzerland
Bitgo Trust	United States	0.7%	South Dakota Division of Banking and Money Services Business (MSB) with Financial Crimes Enforcement Network (FinCEN)

 

Note 1: As at September 30, 2024; Residual digital assets served as collateral for loans with Laser Digital (approx. 3.1%, regulated by Dubai Virtual Assets Regulatory Authority) and Genesis Global Capital LLC (1.1%; subject to bankruptcy proceeding/filing as of 19 January 2023).

 

Valour diligences and reviews counterparty risk in accordance with the following principles:

 

●

Valour shall strive to spread counterparty risk between several counterparties, where relevant and practical.

 

●

In relevant situations and as far as possible, counterparty (and settlement) risk shall be mitigated by conducting transactions in well-established settlement systems based on the principles of delivery versus payment or payment versus payment.

 

●

The below methodology is to be applied when proposing and selecting counterparties and when granting limits on counterparty risk score.

 

●

The counterparties are reviewed in regular intervals and re-evaluated.

 

●

In case of significant events such as negative news or credit events, Valour can decide to close the business relationship with a counterparty irrespective of the review cycle.

 

●

Valour manages a counterparty scorecard and captures, assesses and monitors the below information.

 

 

1.

Contact information

 

The name, the website and contact person at the exchange/counterparty, as well as the responsible onboarding owner on Valour side.

 

2.

Current status

 

The current status of the relationship, the connection type, as well as the services, products and currency pairs used on the respective exchange/counterparty have to be documented and kept up to date

 

3.

Country of registration and regulation

 

The country in which the exchange/counterparty is registered must be documented. In addition, all countries in which the exchange/counterparty holds a regulatory licence have to be assessed and documented by stating the licence number (if applicable).

 

4.

Country risk

 

The country of registration as well as the country/-ies of regulation are evaluated by using the country risk matrix. The country risk matrix considers the FATF (and equivalent) country evaluation, the Transparency.org Corruption Perception Index (CPI) as well as the VQF SRO country risk recommendations.

 

5.

Adverse media search

 

An adverse media search is being conducted. For example, information about an exchange having been hacked in the past or any news about a negative reputation, regulatory breaches etc. are documented.

 

6.

Public exchange scores

 

Publicly available information and risk scores from data sources such as Coinmarketcap and Coingecko are being collected and documented.

 

7.

Information security certification

 

The exchange/counterparty information security certification status is assessed. Information about the possession of certifications such as AICPA SOC 1, SOC 2 Type I and SOC 2 Type II as well as ISO 27001 are documented.

 

8.

Insurance coverage

 

Information about insurance protection and regulatory status in terms of investor protection are assessed and documented.

 

9.

Proof of reserves

 

It is being checked if the exchange/counterparty has made the public wallet addresses of its cold and hot storage publicly available or if any other cryptographic means of verification of the reserves held in custody are either publicly available or have been audited.

 

10.

Risk evaluation

 

The risk score is evaluated on a scale of 1 to 5, with 1 being the lowest risk and 5 being the highest risk. Based on the information collected in the scorecard, with a focus on regulatory licences, a risk score is calculated and documented for each exchange or counterparty. By carefully evaluating the risk score, we can ensure that we are making responsible business decisions and protecting our customers and stakeholders.

 

11.

Business justification and restrictions

 

In cases where an exchange or counterparty presents increased risks, a business justification must be provided. We must carefully consider the potential exposure and take appropriate measures to limit it through restrictions, thresholds, or other means. Any decision to establish a business relationship with an exchange or counterparty with increased risks must be approved by the board.

 

 

12.

Recurring review schedule

 

The review date and review frequency of all exchanges/counterparties are documented and tracked in the scorecard. A review once a year is set as the default standard, however, an ad-hoc review has to be considered in case of any event that may result in any of the assessment criteria being changed.

 

13.

Account closure

 

If the exchange or counterparty has been identified with an increased risk, such as a risk score of 4 or 5, Valour will determine if it is necessary to close the business relationship. This decision is based on the potential exposure and the potential impact on the business and stakeholders.

 

If it is determined that the business relationship should be terminated, a plan for closing the relationship is developed in a controlled and orderly manner. This may include transferring outstanding transactions, closing accounts, and ensuring that all necessary documents and records are properly transferred or retained. The decision to close the business relationship is communicated to the exchange or counterparty and a timeline for the closure is provided. Once the business relationship has been successfully terminated, the counterparty scorecard is updated in order to reflect the closure.

 

By following this process, we can ensure that we are taking a responsible and proactive approach to closing business relationships with risky counterparties. This can help protect our customers and stakeholders and maintain the integrity of our business operations.

 

Self-Custody of Digital Assets

 

At September 30, 2024, the Company’s had self-custody of digital assets totaling $265,149,167 (December 31, 2023 - $4,463,332).

 

The Company maintains controls around the meta mask and other hot and cold wallets includes only senior management having access to the accounts, passwords and seed phases. All copies of passwords and seed phases are secured with senior management. Duplicate copies of the passwords and seeds phases are held by two members of the senior management in different locations.

 

Staking and Lending Policy

 

As part of Valour’s policy to hedge 100% of the market risk, Valour purchases and sells the digital assets which its ETPs track. Valour may lend or stake such digital assets on its balance sheet to generate revenue in accordance with the policies in the Base Prospectus and VDSL Base Prospectus. Lending or staking transactions are only conducted with institutional-grade counterparties and only up to a certain percentage for risk management purposes in accordance with Valour’s lending and staking policy (the “Lending and Staking Policy”), which is reviewed and approved by the board of Valour.

 

When deciding whether to lend or stake a particular asset, the Lending and Staking Policy provides that the decision will initially be made based on the risk profile of the potential counterparties, then the highest yield available, then prioritizing staking over lending.

 

 

As of the date of this MD&A, the Lending and Staking Policy provides the following limits for lending and staking of digital assets:

 

Digital Asset	Lending and staking limits
Bitcoin, Ethereum, Solana, Avalanche	Up to 75% of unrestricted tokens may be lent on open terms to eligible counterparties, 50% of tokens may be lent on terms up to six months.   100% of tokens may be staked
All other Digital Assets	Up to 75% of unrestricted tokens may be lent on open terms to eligible counterparties, 50% of tokens may be lent on terms up to six months.   If total AUM is greater than US$5 million, up to 95% may be staked, else 75% may be staked

 

The Company’s lending arrangements policy is as follows:

 

(a) which party has legal title

 

The lender authorizes the counterparty e.g., Anchorage to draw down lent assets. Typically, the counterparty / borrower is then permitted to use Client’s Designated Assets for any lawful purpose.

 

(b) the status of the assets in the event of insolvency of the borrower

 

The lender shall have full recourse to Counterparty for any obligations hereunder in equity and at law. Upon any event of default, the lender shall be entitled to seek all remedies available at law or in equity for the full amount or any unpaid principal of any advance, accrued but unpaid fees or other amounts or property payable hereunder against Lender in addition to enforcing its security interest.

 

(c) contractual limitation on use and transfer of lent items by borrower

 

Typically, the Counterparty is then permitted to use client’s designated assets for any lawful purpose.

 

(d) borrower’s ability to initiate transactions with the borrowed assets, including but not limited to: sell, lend, pledge, and/or hypothecate

 

Typically, the Counterparty is then permitted to use Client’s Designated Assets for any lawful purpose, including selling, lending, pledging and/or hypothecating. Certain lending agreements require Counterparties to grant a security interest to the Company on any assets that are further lent out.

 

(e) borrowers’ rights regarding “co-mingling”

 

There is no specific language in the lending agreement but given the Counterparties can use for any lawful purpose, the Company’s believes that comingling can occur.

 

(f) callability terms and conditions (including “notice period”, if any).

 

Termination. Client may terminate any Advance of its Designated Assets upon three (3) business days’ prior notice (the date of such termination, the “Termination Date”), from time to time at its sole discretion through an Electronic Notice.

 

 

Investments, At Fair Value, Through Profit and Loss, As At September 30, 2024

 

At September 30, 2024, the Company’s investment portfolio consisted of ten private investments for a total estimated fair value of $44,351,316 (December 31, 2023 – nine private investments for a total estimated fair value of $43,540,534).

 

Private Investments

 

At September 30, 2024, the Company’s ten private investments had a total fair value of $44,351,316.

 

Private Issuer		Note		Security description		Cost				Estimated Fair Value				% of FV
3iQ Corp.				61,712 common shares		$	86,319			$	409,861				1.0	%
Amina Bank AG		(i)		3,906,250 non-voting shares			34,498,750				40,090,000				90.4	%
Brazil Potash Corp.		(i)		404,200 common shares			1,998,668				1,697,640				3.8	%
Earnity Inc.				85,142 preferred shares			130,946				-				0.0	%
Luxor Technology Corporation				201,633 preferred shares			630,505				675,017				1.5	%
Neuronomics AG				724 common shares			128,898				128,898				0.3	%
SDK:meta, LLC				1,000,000 units			3,420,000				-				0.0	%
Skolem Technologies Ltd.				16,354 preferred shares			177,488				-				0.0	%
VolMEX Labs Corporation				Rights to certain preferred shares and warrants			37,809				-				0.0	%
ZKP Corporation		(i)		370,370 common shares			1,385,800				1,349,900				3.0	%
Total private investments						$	42,495,183			$	44,351,316				100.0	%

 

At December 31, 2023, the Company’s nine private investments had a total fair value of $43,540,534.

 

Private Issuer		Note		Security description		Cost				Estimated Fair Value				% of FV
3iQ Corp.				187,007 common shares		$	261,605			$	1,216,890				2.8	%
Brazil Potash Corp.		(i)		404,200 common shares			1,998,668				2,138,380				4.9	%
Earnity Inc.				85,142 preferred shares			130,946				-				0.0	%
Luxor Technology Corporation				201,633 preferred shares			630,505				661,366				1.5	%
Neuronomics AG				724 common shares			128,898				128,898				0.3	%
SDK:meta, LLC				1,000,000 units			3,420,000				-				0.0	%
Amina Bank AG (formerly SEBA Bank AG)		(i)		3,906,250 non-voting shares			34,498,750				39,395,000				90.5	%
Skolem Technologies Ltd.				16,354 preferred shares			177,488				-				0.0	%
VolMEX Labs Corporation				Rights to certain preferred shares and warrants			37,809				-				0.0	%
Total private investments						$	41,284,669			$	43,540,534				100.0	%

 

(i)

Investments in related party entities

 

3iQ Corp (“3iQ”)

 

On September 31, 2020, the Company acquired 187,007 shares of 3iQ through its acquisition of DeFi. 3iQ is a leading bitcoin and digital asset fund manager. In Q2, 2024, the Company sold 125,295 shares. As at September 30, 2024, 3iQ was valued at $409,861. The investment represented 0.0% of the total assets of the Company. A 10% decline in the fair market value of 3iQ would result in an estimated increase in loss to DeFi of $40,986.

 

Amina Bank AG (“Amina”)

 

During Q1, 2022, the Company acquired 3,906,250 non-voting shares for $34,498,750. Amina is a pioneer in the financial industry and is the only global smart bank providing a fully universal suite of regulated banking services in the emerging digital economy. As at September 30, 2024, Amina was valued at $40,090,000 which was based on a market approach. The investment represented 4.3% of the total assets of the Company. A 10% decline in the fair market value of Amina would result in an estimated increase in loss to DeFi of $4,009,000.

 

 

Brazil Potash Corp. (“BPC’)

 

On September 11, 2020, the Company acquired 404,200 common shares of BPC through the sale of its royalty interest. BPC is a Canadian private company which engaged in the extraction and processing of potash ore, an essential input for agriculture in Brazil.  As at September 30, 2024, BPC was valued at $1,697,640 which was based on BPC weighted average of comparable public market stock prices of $4.20 per share. The investment represented 0.2% of the total assets of the Company. A 10% decline in the fair market value of BPC would result in an estimated increase in loss to DeFi of $169,764.

 

Earnity Inc. (“Earnity”)

 

On December 3, 2021, the Company acquired 85,142 series A preferred shares of Earnity. Earnity is a group of dedicated fintech veterans who believe managing cryptocurrency should be a lot easier. As at September 30, 2024, Earnity was valued at $nil which was based on Earnity’s ceasing operations. The investment represented 0.0% of the total assets of the Company. A 10% decline in the fair market value of Earnity would result in an estimated increase in loss to DeFi of $0.

 

Luxor Technology Corporation (“LTC”)

 

During the year ended December 31, 2021, the Company subscribed US$162,500 ($203,874) in LTC for the rights to certain preferred shares of LTC. During Q3, 2021, these rights were converted into 25,204 series A preferred shares and 176,429 of series A-1 preferred shares. LTC is building infrastructure to support the next generation of digital assets. As at September 30, 2024, LTC was valued at $675,017 which was based on LTC December 2021 financing prices. The investment represented 0.1% of the total assets of the Company. A 10% decline in the fair market value of LTC would result in an estimated increase in loss to DeFi of $67,502.

 

SDK: meta, LLC (“SDK”)

 

During Q2, 2021, the Company signed a share exchange agreement with SDK and traded 3 million shares of the Company with 1 million membership units of SDK at a fair value of $3,42,000. SDK is a privately held Web3 blockchain technology company driving mass adoption of user-centric platforms and mobile consumption of decentralized finance and related offerings. During 2022, the Company impaired its investment in SDK:Meta LLC as they were unsuccessful in raising additional funds to continue to advance the company. As at September 30, 2024, SDK was valued at $nil. The investment represented 0.0% of the total assets of the Company. A 10% decline in the fair market value of SDK would result in an estimated increase in loss to DeFi of $0.

 

Skolem Technologies Ltd. (“STL”)

 

During Q4, 2021, these rights were converted into 16,354 series A preferred shares. STL is an Institutional DeFi trade execution platform. As at September 30, 2024, STL was valued at $nil which was based on STL ceasing operations. The investment represented 0.0% of the total assets of the Company. A 10% decline in the fair market value of STL would result in an estimated increase in loss to DeFi of $0.

  

VolMEX Labs Corporation (“VLC”)

 

During Q1, 2021, the Company invested US$30,000 ($37,809) in VLC for the rights to certain preferred shares of VLC. VLC is a protocol for volatility indices and non-custodial trading build on Ethereum. As at September 30, 2024, VLC was valued at $0. The investment represented 0.0% of the total assets of the Company. A 10% decline in the fair market value of VLC would result in an estimated increase in loss to DeFi of $0.

 

ZKP Corporation (“ZKP”)

 

On August 2, 2024, the Company invested US$1,000,000 ($1,385,800) to acquire shares of ZKP. Zero Computing is revolutionizing the generation of zero-knowledge proofs by providing specialized cloud infrastructure tailored to the specific needs of proof requests. As at September 30, 2024, the valuation of ZKP was based on the recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of ZXP will result in a corresponding +/- $134,990 change in the carrying amount.

 

 

Financial Results

 

The following is a discussion of the results of operations of the Company for the three and nine months ended September 30, 2024, and 2023. They should be read in conjunction with the Company’s condensed consolidated interim financial statements for the three and nine months ended September 30, 2024 and 2023 and related notes.

 

Three and nine months ended September 30, 2024 and 2023:

 

		Nine months ended September 30								Nine months ended September 30
		2024				2023				2024				2023
Revenues
Realized and net change in unrealized gains and losses on digital assets		$	52,301,189			$	(11,096,160	)		$	282,773,515			$	39,319,425
Realized and net change in unrealized gains and losses on ETP payables			(41,382,409	)			16,105,048				(160,541,299	)			(40,424,382	)
Staking and lending income			8,794,328				746,871				22,865,352				2,083,346
Management fees			2,069,013				243,845				5,946,327				703,538
Reseacrh revenue			261,741				-				1,102,192				-
Node revenue			182				3,280				4,891				8,256
Realized gain (loss) on investments, net			-				(658	)			634,271				(4,683	)
Unrealized (loss) gain on investments, net			2,144,940				1,217				(353,478	)			316,080
Interest income			2,756				552				4,268				809
Total revenues			24,191,741				6,003,995				152,436,040				2,002,389
Expenses
Management and consulting fees			724,000				1,576,590				31,009,078				3,861,814
Share based payments			11,962,871				387,329				17,014,376				1,830,209
Travel and promotion			3,694,667				218,322				5,299,163				457,938
Office and rent			1,604,251				247,180				2,065,157				1,099,834
Accounting and legal			207,782				1,177,471				1,214,825				1,548,065
Regulatory and transfer agent			40,195				27,192				162,790				151,040
Depreciation - equipment			1,601				3,236				6,929				9,709
Amortization- intangibles			537,546				509,575				1,568,925				1,528,725
Finance costs			783,865				1,082,576				3,450,634				2,644,105
Transaction costs			1,989,609				164,900				3,569,813				484,619
Foreign exchange (gain) loss			(22,265,251	)			3,526,454				(15,124,045	)			8,280,483
Impairment loss			-				-				4,962,021				-
Total expenses			(718,864	)			8,920,825				55,199,666				21,896,541
Income (loss) before other item			24,910,605				(2,916,830	)			97,236,374				(19,894,152	)
Loss on settlement of debt			-				26,389				-				(172,093	)
Net income (loss) for the period			24,910,605				(2,890,441	)			97,236,374				(20,066,245	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)			(932,469	)			(1,829,345	)			(2,091,058	)			(102,841	)
Net income (loss) and comprehensive income (loss) for the period		$	23,978,136			$	(4,719,786	)		$	95,145,316			$	(20,169,086	)

 

For the three and nine months ended September 30, 2024, the Company recorded a net income of $24,910,605 and $97,236,374 on total revenues of $24,191,741 and $152,436,040 compared to net income (loss) of $(2,890,441) and $(20,066,245) on total revenues of $6,003,995 and $2,002,389 for the three and nine months ended September 30, 2023.

 

For the three and nine months ended September 30, 2024, realized and net change in unrealized gains and (loss) on digital assets was $52,301,189 and $282,773,515 and realized and net change in unrealized gains and (loss) on ETP payables was $(41,382,409) and $(160,541,299). DeFi Alpha trading returns and higher digital asset prices in 2024 resulted in gains on our digital assets that were offset by losses on ETP payables due to the increased share price of the ETPs.

 

The Company earned staking and lending income of $8,794,328 and $22,865,352 for the three and nine months ended September 30, 2024 compared to $764,662 and $2,083,346 for the same periods in 2023. The Company actively stakes and lends its digital assets to earn additional revenue. The staking and lending income was significantly higher for the three and nine months ended September 30, 2024 due to the increased digital asset prices as well as the Company staking and lending more digital assets compared to 2023.

 

 

The Company had management fee revenue of $2,069,013 and $5,946,327 for the three and nine months ended September 30, 2024 compared to $243,845 and $703,538 for the same periods in 2023. In 2024, the Company’s had higher AUM and additional ETP products resulting in higher management fees.

 

The Company had node revenue of $182 and $4,891 for the three and nine months ended September 30, 2024 compared to $3,280 and $8,256 for the same period in 2023. During the nine months ended September 30, 2024, the Company earned 340,039.11663 (September 30, 2023 – 1,312,080.05899) Shyft tokens for its services.

 

The Company had realized gain (loss) on investments of $nil and $634,271 for the three and nine months ended September 30, 2024 compared to $(658) and $(4,683) for the same periods in 2023. The Company had unrealized gain (loss) on investments of $2,144,940 and $(353,478) compared to $1,217 and $316,080 in the prior period. The unrealized loss for the nine months ended September 30, 2024 primarily consisted of unrealized losses on Amina and Brazil Potash.

 

Management and consulting fees were $724,000 and $31,009,078 during the three and nine months ended September 30, 2024 compared to $1,576,590 and $3,861,814 during the same periods in 2023. Management and consulting fees increased due to DeFi Alpha trading bonus in Q2 2024.

 

Share based payments were $11,962,871 and $17,014,376 during the three and nine months ended September 30, 2024 compared to $387,329 and $1,830,209 in the same periods in 2023. The Company granted 8,492,767 options and 8,264,007 DSUs to directors, officers and consultants of the Company during 2024 compared to the 2,000,000 DSUs and 1,000,000 options to directors, officers and consultants of the Company during 2023. Higher share price and volatility inputs used in the Black Scholes model in 2024 contributed to the increased value of share based payments compared to the same periods in 2023.

 

Travel and promotion was $3,694,667 and $5,299,163 during the three and nine months ended September 30, 2024 compared to $218,322 and $457,938 during the same period in 2023. Corporate activities and business development increased in 2024 compared to 2023.

 

Office and rent was $1,604,890 and $2,065,157 during the three and nine months ended September 30, 2024 compared to $247,180 and $1,099,834 during the same periods in 2023.

 

Accounting and legal was $207,782 and $1,214,825 during the three and nine months ended September 30, 2024 compared to $1,177,471 and $1,548,065 during the same periods in 2023. The 2024 was lower is due to slightly lower legal fees in 2024.

 

Total depreciation and amortization was $539,147 and $1,575,854 for the three and nine months ended September 30, 2024 compared to $512,811 and $1,528,434 during the prior periods in 2023. This relates to the equipment, right of use assets and intangible assets acquired as part of the acquisitions of Reflexivity LLC, DeFi Capital and Valour.

 

Finance costs were $783,865 and $3,450,634 for the three and nine months ended September 30, 2024 compared to $1,082,576 and $2,644,105 during the prior periods in 2023. The increase in financing costs relates to the interest expense on the digital asset provider loans and other loans of the Company. The interest rates on these loans were higher in 2024 compared to 2023.

 

Transaction costs were $1,989,609 and $3,569,813 for the three and nine months ended September 30, 2024 compared to $164,900 and $484,619 in the prior period. The increase in transaction costs relates to the trading of digital assets as brokerage commission and ETP issuance costs as well as transaction costs related to DeFi Alpha trading activity.

 

 

Foreign (gain) loss was $(22,265,251) and $(15,124,045) for the three and nine months ended September 30, 2024 compared to $3,526,454 and $8,280,483 in the prior period. The (gains) loss reflects the currency fluctuations primarily in Company’s cash balances which are denominated in Swedish Krona, Euro and Swiss Franc.

 

Impairment loss was $4,962,021 for the nine months ended September 30, 2024 compared to $nil in the prior period. The Company impaired the costs related to the Solana IP acquisition in Q1 2024.

 

During the nine months ended September 30, 2024, the Company used $23,670,737 in operations of which $7,212,242 was used by changes in working capital, $585,369,955 was used to purchase digital assets offset by $603,388,535 was provided from the disposal of digital assets. During the comparative nine months ended September 30, 2023, the Company used $40,039,333 in operations of which $2,741,852 was provided by the changes in working capital, $88,193,590 was used to purchase digital assets offset by $12,407 was provided from the sales of investments and $64,269,115 was provided from the disposal of digital assets. The cash used from operations was lower in 2024 compared to 2023 due to higher adjustments to net income in 2024 compared to 2023 and net disposals (purchases) of digital assets in 2024 of $18,018,580 compared in 2023 net purchases of digital assets was $(23,974,475) reflecting increased activity in digital asset market.

 

During the nine months ended September 30, 2024, $37,247,236 was provided by financing activities compared to $37,450,213 in the prior period. The Company received proceeds of $489,877,373 from ETP holders, proceeds of $1,051,950 from option exercises and $1,505,712 provided from warrant exercises offset by $409,290,734 used for payments to ETP holders and $43,871,750 from loan repayments. During the nine months ended September 30, 2023, the Company received proceeds of $150,736,395 from ETP holders and proceeds of $4,260,870 from loans offset by $117,547,052 used for payments to ETP holders. The cash provided from financing was higher in 2024 compared to 2023 due to higher net ETP sales in 2024, warrant and option exercises offset by loan repayment.

 

Liquidity and Capital Resources

 

In management’s view, given the nature of the Company’s operations, the most relevant financial information relates primarily to current liquidity, solvency and planned expenditures. The Company’s financial success will be dependent upon the execution and development of its new investment strategy and business operations. Such execution and development may take years to complete and the amount of resulting income, if any, is difficult to determine.

 

To date, the Company has not had any negative impacts to the Company’s digital assets holdings with the bankruptcies of Celsius, Voyager and Blockfi, with the exception for a small exposure to FTX as it held some of its own digital assets on the exchange. The Company has pay down its loans from cash flow generated by the business.

 

The Company loaned and staked more digital assets in 2024 compared to 2023 and as a result the Company earned more revenue via staking and lending. Higher AUM in the Company’s fee earning ETPs in H1 2024 compared to the same period 2023 resulted in higher management fees. Overall, the Company’s total revenues improved in 2024 as a result of improving digital asset markets and from profitable trades from DeFi Alpha.

 

DeFi relies upon various sources of funds for its ongoing operating activities. These resources include operating profits, proceeds from dispositions of investments, interest and dividend income from investments and private placement financing.

 

 

Loans Payable

 

On January 14, 2022 and January 17, 2022, the Company entered into various loans with a digital asset liquidity provider totaling $46,235,200 (US$37,000,000). On April 4, 2022, the Company entered into a loan with a second digital asset provider for US$5,500,000. In April 2022, the Company partially repaid of one of the loans of US$3,500,000, while the remainder of these loans have since been renewed and continue to be outstanding. The Company has spread the loans among three different digital asset liquidity providers to reduce single entity concentration and be able to obtain more competitive rates. During the nine months ended September 30, 2024, the Company repaid loans of US$29,500,000. As of September 30, 2024, the loan principal of $13,499,000 (US$10,000,000) (December 31, 2023 - $52,242,700 (US$39,500,000)) was outstanding. The loans terms are open to 90 days and have interest rates ranging from 7.25% and 10.5% The extended loans are secured with 380 BTC and 1845 ETH. Subsequent to September 30, 2024, the Company repaid loans of US$4,000,000.

 

One of Company’s digital asset liquidity provider loans payable is held with Genesis. On January 20, 2023, Genesis declared bankruptcy and currently is not allowing withdrawals and not extending new loans. On March 15, 2023, the Court ruled that the Genesis debtors may not sell, buy, trade in crypto assets without prior consent by the creditors. The Court also allowed for the payment of some service providers required for upholding the operations but nothing beyond that. The Company’s loan with Genesis is an open term loan. The Genesis loan and interest payable is US$6,834,237 and secured with 380 BTC. See Note 7.

 

On March 23, 2023, the Company entered into a loan agreement with an institutional investment firm that specializes in long-term asset backed financing for secured loan of $4,101,300 (US$3,000,001). The loan is secured by 158.2614 BTC. The Company paid a 1% origination fee to the lender. The principal is due eighteen months from the closing date. Interest payments of US$24,375 are due quarterly with the first payment due on June 23, 2023. During the nine months ended September 30, 2024, the Company repaid the loan of US$3,000,001. As of September 30, 2024, the loan principal of $Nil (US$Nil) (December 31, 2023 - $3,967,801 (US$3,000,001)) was outstanding.

 

DeFi used cash of $23,670,737 in its operating activities during the nine months ended September 30, 2024. Included in cash used in operations are $585,369,955 used in the purchase of digital assets, $7,212,242 provided by changes of working capital and $603,388,535 generated from the disposal of digital assets. DeFi also provided $37,247,236 in financing activities. Included in cash provided in financing activities are $489,877,373 from ETP holders, proceeds of $1,051,950 from option exercises and $1,505,712 provided from warrant exercises offset by $409,290,734 used for payments to ETP holders and $43,871,750 from loan repayments.

 

As at September 30 2024, the Company’s sources of funds include the estimated fair value of its cash of $20,702,196, equity investments of $44,351,316 and digital assets of $806,975,856 offset by total liabilities of $789,761,126.

 

 

Currency Risk

 

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates.

 

As at September 30, 2024 and December 31, 2023, the Company had the following financial and non-financial assets and liabilities, (amounts posted in Canadian dollars) denominated in foreign currencies:

 

September 30, 2024
		United States				British				Swiss				Euro				SEK
Cash		$	1,884,374			$	1,159			$	5,410,389			$	1,444,020			$	11,040,311
Receivables			148,883								8,668
Private investments			2,563,676								40,090,000
Prepaid expenses			40,762								63,372
Digital assets			806,975,856
Accounts payable and accrued liabilities			(1,149,420	)			(79,964	)			(307,995	)			(22,614	)			-134
Loan payable			(13,499,000	)
ETP holders payable			(770,485,178	)
Deferred revenue			(548,262	)
Net assets (liabilities)		$	25,931,691			$	(78,805	)		$	45,264,434			$	1,421,406			$	11,040,177

  

December 31, 2023
		United States Dollars				British Pound				Swiss Franc				European Euro
Cash		$	6,668,518			$	-			$	-			$	-
Receivables			47,159				-				-				-
Private investments			4,016,636				-				39,395,000				-
Prepaid investment			1,509,824				-				-				-
Digital assets			489,865,637				-				-				-
Accounts payable and accrued liabilities			(3,080,229	)			(74,466	)			(101,828	)			(21,939	)
Loan payable			(56,210,709	)
ETP holders payable			(508,130,490	)			-				-				-
Net assets (liabilities)		$	(65,313,654	)		$	(74,466	)		$	39,293,172			$	(21,939	)

 

As at September 30, 2024, United States Dollar was converted at a rate of $1.3499 (December 31, 2023 - $1.3226) Canadian Dollars to $1.00 US Dollar. British Pounds was converted at a rate of $1.8080 (December 31, 2023 - $1.6837) Canadian Dollars to 1.00 British Pound. Euro was converted at a rate of $1.5076 (December 31, 2023 - $1.4626) Canadian Dollars to 1.00 Euro. Swiss Franc was converted at a rate of $1.6036 (December 31, 2023 - $1.5758).

 

Capital Management

 

The Company considers its capital to consist of share capital, equity reserve and deficit. The Company’s objectives when managing capital are:

 

§

to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company’s ability to purchase new investments;

 

§

to give shareholders sustained growth in value by increasing shareholders’ equity; while

 

§

taking a conservative approach towards financial leverage and management of financial risks.

 

The Company’s management reviews its capital structure on an on-going basis and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company’s current capital is composed of its shareholders’ equity and, to-date, has adjusted or maintained its level of capital by:

 

§

raising capital through equity financings; and

 

§

realizing proceeds from the disposition of its investments

 

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the NEO Exchange which requires one of the following to be met: (i) shareholders’ equity of at least $2.5 million, (ii) net income from continuing operations of at least $375,000, (iii) market value of listed securities of at least $25 million, or (iv) assets and revenues of at least $25 million. There were no changes to the Company’s capital management during the nine months ended September 30, 2024.

 

 

Commitments

 

Management Contract Commitments

 

The Company is party to certain management contracts. These contracts require that additional payments of up to approximately $2,312,000 be made upon the occurrence of certain events such as a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these consolidated financial statements. Minimum commitments remaining under these contracts were approximately $974,000, all due within one year.

 

Legal Commitments

 

The Company is, from time to time, involved in various claims and legal proceedings. The Company cannot reasonably predict the likelihood or outcome of these activities. The Company does not believe that adverse decisions in any ending or threatened proceedings related to any matter, or any amount which may be required to be paid by reasons thereof, will have a material effect on the financial condition or future results of operations.

 

Summary of Quarterly Results

 

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

 

		30-Sep				30-Jun				31-Mar				31-Dec				30-Sep				30-Jun				31-Mar				31-Dec
		2024				2024				2024				2023				2023				2023				2023				2022
Revenue		$	24,191,741			$	133,166,866			$	(4,922,567	)		$	8,548,779			$	6,003,995			$	7,147,292			$	(11,344,052	)		$	(11,123,848	)
Net income (loss) and comprehensive income (loss)		$	23,978,136			$	90,477,988			$	(19,310,808	)		$	1,415,946			$	(4,719,786	)		$	800,012			$	(16,444,465	)		$	(254,464,521	)
Income (loss) per Share - basic			0.08				0.31				(0.06	)			-				(0.01	)			-				(0.08	)			(0.13	)
Income (loss) per Share - diluted			0.07				0.28				(0.06	)			-				(0.01	)			-				(0.08	)			(0.13	)
Total Assets		$	928,959,248			$	887,744,666			$	983,940,422			$	591,960,107			$	253,585,558			$	259,787,932			$	267,666,904			$	194,003,779
Total Long Term Liabilities		$	0			$	0			$	0			$	0			$	0			$	0			$	0			$	1,709,911

 

Selected Annual Information

 

The highlights of financial data for the Company for the three most recently completed financial years are as follows:

 

		31-Dec-23				31-Dec-22				31-Dec-21
(a) Net Revenue			10,356,014				(14,226,780	)		$	15,081,078
(b) Net Income (Loss) and Comprehensive Income (Loss)
(i) Total income (loss)			(18,948,293	)			(69,135,318	)		$	(71,254,155	)
(ii) Income (loss) per share – basic			(0.09	)			(0.32	)			(0.37	)
(iii) Income (loss) per share – diluted			(0.09	)			(0.32	)			(0.37	)
(c) Total Assets			591,960,108				194,003,779			$	459,690,575
(d) Total Liabilities			573,516,045				166,094,517			$	367,909,179

 

 

Off Balance Sheet Arrangements

 

There are no off-balance sheet arrangements to which the Company is committed.

 

Compensation of Directors and Officers

 

During the nine months ended September 30, 2024, the Company paid or accrued $990,018 (nine months ended September 30, 2023 - $694,232) to directors and officers of the Company and $2,810,286 (nine months ended September 30, 2023 - $264,829) to directors and officers of the Company in share-based compensation.

 

As September 30, 2024, the Company had $82,655 (December 31, 2023 - $147,485) owing to its current key management, and $394,274 (December 31, 2023 - $314,136) owing to its former key management. Such amounts are unsecured, non-interest bearing, with no fixed terms of payment or “due on demand”.

 

More detailed information regarding the compensation of officers and directors of the Company is disclosed in the management information circular and such information is incorporated by reference herein. The management information circular is available under profile of the Company on SEDAR at www.sedar.com

 

Related Party Transactions

 

The Company’s directors and officers may have investments in and hold management and/or director and officer positions in some of the investments that the Company holds. The following is a list of total investments and the nature of the relationship of the Company’s directors or officers with the investment as of September 30, 2024 and December 31, 2023.

 

Investment		Nature of relationship to invesment		Estimated Fair value
Brazil Potash Corp.*		Officer (Ryan Ptolemy) of Investee		$	1,697,640
Aminna Bank AG *		Former Director (Olivier Roussy Newton) of investee			40,090,000
ZKP*		Director (Olivier Roussy Newton) of investee			1,349,900
Total investment - September 30, 2024				$	43,137,540

 

*

Private companies

 

Investment		Nature of relationship to invesment		Estimated Fair value
Brazil Potash Corp.*		Officer (Ryan Ptolemy) of Investee		$	2,138,380
Aminna Bank AG (formerlt SEBA Bank AG)*		Former Director (Olivier Roussy Newton) of investee			39,395,000
Total investment - December 31, 2023				$	41,533,380

 

*

Private companies

 

Valour Inc. holds 4,000,000 common shares of the Company.

 

The Company has a diversified base of investors. To the Company’s knowledge, no one holds more than 10% of the Company’s shares on a basic share and partially diluted share basis as at September 30, 2024.

 

 

During the nine months ended September 30, 2024, the Company entered into the following transactions in the ordinary course of business with related parties that are not subsidiaries of the Company.

 

●

The Company shares office space with other companies who may have common officers and directors. The costs associated with the use of this space, including the provision of office equipment and supplies, are administered by 2227929 Ontario Inc. to whom the Company pays a fee. As at September 30, 2024 the Company had a payable balance of $327,700 (December 31, 2023 - $226,000) with 2227929 Ontario Inc. to cover shared expenses. The amounts outstanding are unsecured with no fixed terms of repayment. Fred Leigh, a former director and former officer of the Company, is also a director of 2227929 Ontario Inc.

 

●

The Company incurred $24,599 (September 30, 2023 - $102,546) in legal fees to a firm in which a director of the Company is a partner. Included in accounts payable and accrued liabilities were legal expenses of $918 (December 31, 2023 – $165,868) incurred in the ordinary course of business at a law firm where a director of the company is a Partner.

 

●

Included in accounts payable and accrued liabilities were expenses of GBP 44,228 ($79,964) (December 31, 2023 - $74,466) expenses owed to Vik Pathak, a former director and officer of the Company.

 

●

During the nine months ended September 30, 2024, Valour purchased 1,320,130 USDT for EUR 1,213,237 from a former director of Valour.

 

●

During the nine months ended September 30, 2023, the Company paid to a company (“Valour Holdco”) controlled by an employee of Valour US$20,000,000 related to DeFi Alpha trading profits.

 

All of the above noted transactions have been in the normal course of operations and are recorded at their exchange amounts, which is the consideration agreed upon by the related parties.

 

Financial Instruments and Other Instruments

 

Fair value

 

IFRS requires that the Company disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statements of financial position date, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

 

The Company has determined the carrying values of its financial instruments as follows:

 

§

The carrying values of cash, amounts receivable, accounts payable and accrual liabilities approximate their fair values due to the short-term nature of these instruments.

 

§

Public and private investments are carried at amounts in accordance with the Company’s accounting policies as set out in Note 2 of the Company’s audited consolidated financial statements for the years ended December 31, 2023 and 2022.

 

§

Digital assets classified as financial assets relate to USDC which is measured at fair value

 

 

The following table illustrates the classification and hierarchy of the Company’s financial instruments, measured at fair value in the statements of financial position as at September 30, 2024 and December 31, 2023.

 

		Level 1				Level 2				Level 3
Investments, fair value		(Quoted Market price)				(Valuation technique -observable market Inputs)				(Valuation technique - non-observable market inputs)				Total
Privately traded invesments		$	-			$	-			$	44,351,316			$	44,351,316
Digital assets			-				688				-				688
September 30, 2024		$	-			$	688			$	44,351,316			$	44,352,004
Privately traded invesments		$	-			$	-			$	43,540,534			$	43,540,534
Digital assets			-				673				-				673
December 31, 2023		$	-			$	673			$	43,540,534			$	43,541,207

 

Level 2 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 2 during the period ended September 30, 2024 and December 31, 2023. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

		September 30,				December 31,
Investments, fair value for the period ended		2024				2023
Balance, beginning of period		$	673			$	1,586
Acquired (disposal)			15				(913	)
Balance, end of period		$	688			$	673

 

Level 3 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 during the period ended September 30, 2024 and December 31, 2023. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

Investments, fair value for the period ended		September 30, 2024				December 31, 2023
Balance, beginning of period		$	43,540,534			$	30,015,445
Purchases			1,360,400				128,898
Disposal			(830,411	)			-
Realized gain (loss)			634,271				-
Unrealized gain/(loss)			(353,478	)			13,396,191
Balance, end of period		$	44,351,316			$	43,540,534

 

Within Level 3, the Company includes private company investments that are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, trends in general market conditions and the share performance of comparable publicly traded companies.

 

As valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Given the size of the private investment portfolio, such changes may have a significant impact on the Company’s financial condition or operating results.

 

 

The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as at September 30, 2024 and December 31, 2023.

 

Description		Fair vaue				Valuation technique		Significant unobservable input(s)		Range of significant unobservable input(s)
3iQ Corp.		$	409,861			Recent financing		Marketability of shares		0% discount
Brazil Potash Corp.			1,697,640			Recent financing		Marketability of shares		0% discount
Earnity			-			Recent financing		Marketability of shares		0% discount
Luxor Technology Corporation			675,017			Recent financing		Marketability of shares		0% discount
Neuronomics AG			128,898			Recent financing		Marketability of shares		0% discount
SDK:meta, LLC			-			Recent financing		Marketability of shares		0% discount
Amina Bank			40,090,000			Market approach		Marketability of shares		0% discount
Skolem Technologies Ltd.			-			Recent financing		Marketability of shares		0% discount
VolMEX Labs Corporation			-			Recent financing		Marketability of shares		0% discount
ZKP Corporation			1,349,900			Recent financing		Marketability of shares		0% discount
September 30, 2024		$	44,351,316
3iQ Corp.		$	1,216,890			Recent financing		Marketability of shares		0% discount
Brazil Potash Corp.			2,138,380			Recent financing		Marketability of shares		0% discount
Earnity			-			Recent financing		Marketability of shares		0% discount
Luxor Technology Corporation			661,366			Recent financing		Marketability of shares		0% discount
SEBA Bank AG			39,395,000			Market approach		Marketability of shares		0% discount
Neuronomics AG			128,898			Recent financing		Marketability of shares		0% discount
SDK:meta, LLC			-			Recent financing		Marketability of shares		0% discount
Skolem Technologies Ltd.			-			Recent financing		Marketability of shares		0% discount
VolMEX Labs Corporation			-			Recent financing		Marketability of shares		0% discount
December 31, 2023		$	43,540,534

 

3iQ Corp. (“3iQ”)

 

On March 31, 2020, the Company acquired 187,007 common shares of 3iQ as part of the Company’s acquisition of Valour. As at September 30, 2024, the valuation of 3iQ was based on the recent transaction which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of 3iQ will result in a corresponding +/- $40,986 (December 31, 2023 - $121,689) change in the carrying amount.

 

Amina Bank AG (“Amina”)

 

On January 14, 2022, the Company invested $34,498,750 to acquire 3,906,250 non-votes shares of Amina. As at September 30, 2024, the valuation of Amina was based on a market approach which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of Amina will result in a corresponding +/- $4,009,000 (December 31, 2023 +/- $3,939,500) change in the carrying amount.

 

 

Brazil Potash Corp. (“BPC”)

 

On September 11, 2020, the Company received 404,200 common shares of BPC as consideration of selling the Company’s Royalties to a non-arms length party of the Company. As at September 30, 2024, the valuation of BPC was based on BPC weighted average of comparable public market stock prices of $4.20 per share, which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of BPC will result in a corresponding +/- $169,764 (December 31, 2023 - $213,828) change in the carrying amount.

 

Earnity Inc. (“Earnity”)

 

On April 13, 2021, the Company subscribed US$40,000 ($50,076) to acquire certain rights to certain future equity of Earnity. As at September 30, 2024, the valuation of Earnity was determined to be nil based on Earnity ceasing operations. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly. As at September 30, 2024, a +/- 10% change in the fair value of Earnity will result in a corresponding +/- $nil (December 31, 2023 - $nil) change in the carrying amount.

 

Luxor Technology Corporation (“LTC”)

 

On December 29, 2020, the Company subscribed US$100,000 ($128,060) to acquire certain rights to the preferred shares of LTC. The transaction was closed on February 15, 2021. On May 11, 2021, the Company subscribed additional rights of US$62,500 ($75,787). As at September 30, 2024, the valuation of LTC was based on the December 2021 financing which is indicative of being the fair market value. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024. a +/- 10% change in the fair value of LTC will result in a corresponding +/- $67,502 (December 31, 2023 - $66,137) change in the carrying amount.

 

SDK:Meta LLC

 

On June 3, 2021, the Company entered into a share exchange agreement with SDK exchanging 1,000,000 membership units of SDK with 3,000,000 shares of the Company valuing the investment at $3,420,000. During 2022, the Company impaired its investment in SDK:Meta LLC as they were unsuccessful in raising additional funds to continue to advance the company. As at September 30, 2024, the valuation of SDK:Meta LLC was $nil (December 31, 2023 - $nil). Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly. As at September30, 2024, a +/- 10% change in the fair value of SDK:Meta LLC will result in a corresponding +/- $nil (December 31, 2023 - $nil) change in the carrying amount.

 

Skolem Technologies Ltd. (“STL”)

 

On December 29, 2020, the Company invested US$20,000 ($25,612) to acquire certain rights to the preferred shares of STL. On October 29, 2021, the Company rights were converted into 16,354 series A preferred shares. As at September 30, 2024, the valuation of STL was determined to be nil based on STL ceasing operations. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of STL will result in a corresponding +/- $nil (December 31, 2023 - $nil) change in the carrying amount.

 

VolMEX Labs Corporation (“VLC”)

 

On February 23, 2021, the Company invested US$30,000 ($37,809) to acquire certain rights to the preferred shares of VLC. As at June 30, 2024, the valuation of VLC was nil. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of VLC will result in a corresponding +/- nil (December 31, 2023 - $nil) change in the carrying amount.

 

 

ZKP Corporation (“ZKP”)

 

On August 2, 2024, the Company invested US$1,000,000 ($1,385,800) to acquire shares of ZKP. As at September 30, 2024, the valuation of ZKP was based on the recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at September 30, 2024. As at September 30, 2024, a +/- 10% change in the fair value of ZXP will result in a corresponding +/- $134,990 change in the carrying amount.

 

Outstanding Share Data

 

Authorized unlimited common shares without par value – 306,020,368 are issued and outstanding as at November 14, 2024.

 

Authorized 20,000,000 preferred shares, at 9% cumulative dividends, non-voting, non-participating, non-redeemable, non-retractable, and non-convertible – 4,500,000 are issued and outstanding as at November 14, 2024.

 

Stock options and convertible securities outstanding as at November 14, 2024 are as follows:

 

Stock Options:

 

29,026,187 with an exercise price ranging from $0.09 to $3.92 expiring between November 16, 2025 and November 4, 2029.

 

Warrants:

 

37,146,769 with an exercise price ranging from $0.20 to $0.30 expiring between November 14, 2024 and November 6, 2028.

 

Deferred shares units:

 

12,576,012 with vesting terms ranging from six months to two years.

 

Risks and Uncertainties

 

The Company is exposed to a number of risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. The following outlines certain risk factors specific to the Company. These risk factors could materially affect the Company’s future results and could cause actual events to differ materially from those described in forward–looking information relating to the Company. Please also refer to the Company’s AIF for the year ended December 31, 2023 filed on SEDAR for a full description of the Company’s risks in addition to those highlighted below.

 

Risks Relating to the Business and Industry of the Company

 

Staking and Lending of Cryptocurrencies, DeFi Protocol Tokens or other Digital Assets

 

The Company may stake or lend crypto assets to third parties, including affiliates. On termination of the staking arrangement or loan, the counterparty is required to return the crypto assets to the Company; any gains or loss in the market price during the period would inure to the Company. In the event of the bankruptcy of the counterparty, the Company could experience delays in recovering its crypto assets. In addition, to the extent that the value of the crypto assets increases during the term of the loan, the value of the crypto assets may exceed the value of collateral provided to the Company, exposing the Company to credit risks with respect to the counterparty and potentially exposing the Company to a loss of the difference between the value of the crypto assets and the value of the collateral. If a counterparty defaults under its obligations with respect to a loan of crypto assets, including by failing to deliver additional collateral when required or by failing to return the crypto assets upon the termination of the loan, the Company may expend significant resources and incur significant expenses in connection with efforts to enforce the staking or loan agreement, which may ultimately be unsuccessful.

 

 

Furthermore, the Company and its affiliates may also pledge and grant security over its crypto assets to secure loans. In the event that the Company or its affiliates defaults under its obligations with respect to the loan, including failure to repay the principal amount of the loan or accrued interest, lenders may realize upon its security and take possession to such pledged crypto assets.

 

The crypto assets that are staked, loaned or pledged to third parties by the Company include crypto assets held by Valour for the purposes of hedging its ETPs. The Company is exposed to a potentially significant liquidity risk if, for example, the aggregate sale of ETPs exceed the quantum of uncommitted cryptocurrency available to the Company to satisfy such sale requests. A similar risk applies with respect to individual reserves of each type of cryptocurrency should the sale of ETPs, and correspondingly, the underlying cryptocurrency, exceed the Company’s available reserves.

 

Custody Risk

 

The Company uses multiple custodians (or third-party “wallet providers”) to hold digital assets for its DeFi Ventures business line as well as for digital assets underlying Valour ETPs. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the execution of hedging ETPs, the value of the Company’s assets and the value of any investment in the Common Shares.

 

 

Cryptocurrencies, DeFi Protocol Tokens and Digital Assets Momentum Pricing Risk

 

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency and DeFi protocol token market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies and DeFi Protocol tokens inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency and DeFi protocol token inventory and thereby affect the Company’s shareholders.

 

The profitability of our operations will be significantly affected by changes in prices of cryptocurrencies, DeFi protocol tokens and other digital assets. Cryptocurrencies, DeFi protocol tokens and other digital assets prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond our control, including use of such cryptocurrencies, DeFi protocol tokens and other digital assets in the DeFi industry, demand, inflation and expectations with respect to the rate of inflation, global or regional political or economic events. If cryptocurrencies, DeFi protocol tokens and other digital assets prices should decline and remain at low market levels for a sustained period, we could determine that it is not economically feasible to continue activities.

 

The price and trading volume of any crypto asset is subject to significant uncertainty and volatility, depending on several factors, including, but not limited to:

 

●

changes in liquidity, market-making volume, and trading activities;

 

●

investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;

 

●

decreased user and investor confidence in crypto assets and crypto platforms;

 

●

negative publicity or events and unpredictable social media coverage or “trending” of crypto assets;

 

●

the ability for crypto assets to meet user and investor demands;

 

●

the functionality and utility of crypto assets and their associated ecosystems and networks;

 

●

consumer preferences and perceived value of crypto assets and crypto asset markets;

 

●

regulatory or legislative changes and updates affecting the cryptoeconomy;

 

●

the characterization of crypto assets under the laws of various jurisdictions around the world;

 

●

the maintenance, troubleshooting, and development of the blockchain networks;

 

●

the ability for crypto networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

 

●

interruptions in service from or failures of major crypto platforms;

 

 

●

availability of an active derivatives market for various crypto assets;

 

●

availability of banking and payment services to support crypto-related projects;

 

●

level of interest rates and inflation;

 

●

national and international economic and political conditions;

 

●

global cryptocurrency supply;

 

●

changes in the software, software requirements or hardware requirements underlying a blockchain network;

 

●

competition for and among various cryptocurrencies; and

 

●

actual or perceived manipulation of the markets for cryptocurrencies.

 

Cryptocurrencies, DeFi Protocol Tokens and Digital Assets Volatility Risk

 

As Valour’s ETPs track the market price of cryptocurrencies and DeFi protocol tokens, the value of the Common Shares relates partially to the value of such cryptocurrencies and DeFi protocol tokens, and fluctuations in the price of cryptocurrencies, DeFi protocol tokens and other digital assets could materially and adversely affect an investment in the Common Shares. Several factors may affect the price of cryptocurrencies, DeFi protocol tokens and other digital assets, including: the total number of cryptocurrencies, DeFi protocol tokens and other digital assets in existence; global cryptocurrency, DeFi protocol tokens and other digital assets demand; global cryptocurrencies, DeFi protocol tokens and other digital assets supply; investors’ expectations with respect to the rate of inflation of fiat currencies; investors’ expectations with respect to the rate of deflation of cryptocurrencies, DeFi protocol tokens and other digital assets; interest rates; currency exchange rates, including the rates at which cryptocurrencies, DeFi protocol tokens and other digital assets may be exchanged for fiat currencies; fiat currency withdrawal and deposit policies of cryptocurrency exchanges and liquidity of such cryptocurrency exchanges; interruptions in service from or failures of major cryptocurrency exchanges; Cyber theft of cryptocurrencies, DeFi protocol tokens and other digital assets from online wallet providers, or news of such theft from such providers or from individuals’ wallets; investment and trading activities of large investors; monetary policies of governments, trade restrictions, currency devaluations and revaluations; regulatory measures, if any, that restrict the use of cryptocurrencies, DeFi protocol tokens and other digital assets as a form of payment or the purchase of cryptocurrencies, DeFi protocol tokens and other digital assets; the availability and popularity of businesses that provide cryptocurrencies, DeFi protocol tokens and other digital assets and blockchain-related services; the maintenance and development of the open-source software protocol of various cryptocurrency or DeFi protocol networks; increased competition from other forms of cryptocurrency or payments services; global or regional political, economic or financial events and situations; expectations among cryptocurrencies, DeFi protocol tokens and other digital assets economy participants that the value of cryptocurrencies, DeFi protocol tokens and other digital assets will soon change; and fees associated with processing a cryptocurrency, DeFi protocol token or other digital asset transaction.

 

Cryptocurrencies, DeFi protocol tokens and other digital assets have historically experienced significant intraday and long-term price volatility. If cryptocurrency, DeFi protocol token and other digital asset markets continue to be subject to sharp fluctuations, shareholders may experience losses if they need to sell their Common Shares at a time when the price of cryptocurrencies, DeFi protocol tokens and other digital assets is lower than it was when they purchased their Common Shares. In addition, investors should be aware that there is no assurance that cryptocurrencies, DeFi protocol tokens and other digital assets will maintain their long-term value in terms of future purchasing power or that the acceptance of cryptocurrencies, DeFi protocol tokens and other digital assets payments by mainstream retail merchants and commercial businesses will continue to grow.

 

 

Cybersecurity Threats, Security Breaches and Hacks

 

As with any other computer code, flaws in cryptocurrency and DeFi protocol source code have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create cryptocurrencies and / or DeFi protocol tokens can occur.

 

Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Bitcoin and other cryptocurrency exchange market since the launch of the Bitcoin Network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm the Company’s business operations or result in loss of the Company’s assets. Any breach of the Company’s infrastructure could result in damage to the Company’s reputation and reduce demand for the Common Shares, resulting in a reduction in the price of the Common Shares. Furthermore, the Company believes that if its assets grow, it may become a more appealing target for security threats, such as hackers and malware.

 

Any security procedures implemented cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by the Company. The security procedures and operational infrastructure of the Company may be breached due to the actions of outside parties, error or malfeasance of an employee of the Company or otherwise, and, as a result, an unauthorized party may obtain access to the Company’s cryptocurrency account, private keys, data or cryptocurrencies. Additionally, outside parties may attempt to fraudulently induce employees of the Company to disclose sensitive information in order to gain access to the Company’s infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, the Company may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of one of the Company’s accounts occurs, the market perception of the effectiveness of the Company could be harmed.

 

As technological change occurs, the security threats to the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets will likely adapt and previously unknown threats may emerge. The Company’s ability to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets. To the extent that the Company is unable to identify and mitigate or stop new security threats, the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets may be subject to theft, loss, destruction or other attack

 

Cryptocurrency Exchanges and other Trading Venues are Relatively New

 

The Company and its affiliates manages its holdings of cryptocurrency, DeFi protocol tokens and other digital assets through cryptocurrency exchanges. In particular, DeFi relies on cryptocurrency exchanges to be able to buy and sell the digital assets which its ETPs track. To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, in the past, a number of cryptocurrency exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of these exchanges were not compensated or made whole for the partial or complete losses of their account balances in such exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information, or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.

 

 

Regulatory Risks

 

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the DeFi ecosystem or any cryptocurrency, project or protocol that the Company may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to the Company.

 

Governments may, in the future, restrict or prohibit the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency mining companies to additional regulation. On August 24, 2017 and June 11, 2018, the Canadian Securities Administrators published CSA Staff Notice 46-307 – Cryptocurrency Offerings and CSA Staff Notice 46- 308 – Securities Law Implications for Offerings of Tokens, respectively, each providing guidance on whether token offerings are subject to Canadian securities laws.

 

While the Company does not have operations in the United States, the Company reviews development of the cryptocurrency regulatory environment in the United States on an ongoing basis due to the proximity of United States to Canada. In comparison to traditional securities or commodities markets, U.S. law and regulation remains thinly developed with respect to financial services provided to the cryptocurrency and crypto asset markets. Although recent years have seen some guidance emerge with respect to the question of whether a crypto asset constitutes a security for certain purposes under U.S. law, there remains little or no clear legal authority or established practice with respect to the application to crypto assets of concepts like staking and lending of cryptocurrency, fungibility, settlement, trade execution and reporting, collateralization rehypothecation, custody, repo, margin, restricted securities, short sales, bankruptcy and insolvency and many others. Some or all of these concepts may be needed for crypto-related marketplaces to continue to grow, mature and attract institutional participants; there can be no assurances that rules and practices for such concepts will develop in the United States in a manner that is timely, clear, favorable to the Company or compatible with other jurisdictions’ regimes in which the Company operates. Furthermore, to the extent the Company offers any of these financial services, emerging regulation or enforcement activity may have a material impact on the Company’s ability to continue providing such service thereby affecting the Company’s revenues and profitability as well as its reputation and resources.

 

Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the common shares of the Company’s common shares. Such a restriction could result in the Company liquidating its cryptocurrency investments at unfavorable prices and may adversely affect the Company’s shareholders.

 

 

DeFi Venture Portfolio Exposure

 

Given the nature of the Company’s DeFi Venture activities, the results of operations and financial condition of the Company are dependent upon the market value of the securities, tokens and cryptocurrencies that comprise DeFi Venture’s portfolio assets. Market value can be reflective of the actual or anticipated operating results of companies or projects in the portfolio and/or the general market conditions that affect the technology, crypto and DeFi sectors. Various factors affecting these sectors could have a negative impact on the Company’s portfolio of investments and thereby have an adverse effect on its business. Additionally, the Company’s investments are mostly in early stage ventures that may never mature or generate adequate returns or may require a number of years to do so. Junior companies may never achieve commercial success. This may create an irregular pattern in the Company’s investment gains and revenues (if any) and an investment in the Company’s securities may only be suitable for investors who are prepared to hold their investment for a long period of time. Macro factors such as commodity prices, the growth and decline of disruptive technologies, including DeFi technologies, and global political and economic conditions could have an adverse effect on the mining, technological and Defi sectors, thereby negatively affecting the Company’s portfolio of investments. Company and project-specific risks, such as the risks associated with emerging companies and project in the technology, crypto and DeFi sectors generally, could have an adverse effect on one or more of the investments in the portfolio at any point in time. Company, project and industry-specific risks that materially adversely affect the Company’s investment portfolio may have a materially adverse impact on operating results.

 

Banks May Cut off Banking Services to Businesses that Provide Cryptocurrency-related Services

 

A number of companies that provide cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to cryptocurrency related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company’s cryptocurrency inventory.

 

Impact of Geopolitical Events

 

Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company’s cryptocurrency holdings. The possibility of large-scale purchases of cryptocurrencies in times of crisis may have a short-term positive impact on the prices of same. Future geopolitical crises may erode investors’ confidence in the stability of cryptocurrencies and may impair their price performance which would, in turn, adversely affect the Company’s cryptocurrency holdings.

 

 

As an alternative to fiat currencies that are backed by central governments, cryptocurrencies are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company’s operations and profitability.

 

Further Development and Acceptance of Cryptocurrency and DeFi Networks

 

The further development and acceptance of cryptocurrency and other cryptographic and algorithmic protocols governing the issuance of transactions in cryptocurrencies and DeFi Protocols, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of such networks may adversely affect the value of the corresponding cryptocurrencies and DeFi Protocol tokens, and thus may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to the following:

 

●

continued worldwide growth in the adoption and use of cryptocurrencies and DeFi;

 

●

governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency and DeFi systems;

 

●

changes in consumer demographics and public tastes and preferences;

 

●

the maintenance and development of the open-source software protocol of relevant networks;

 

●

the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

 

●

general economic conditions and the regulatory environment relating to digital assets and decentralized finance; and

 

●

negative consumer sentiment and perception of cryptocurrencies.

 

Currently, there is relatively small use of cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.

 

As relatively new products and technologies, cryptocurrencies have not been widely adopted, for example as a means of payment for goods and services, by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies. The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services or other direct use cases that may arise. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability. Further, if fees increase for recording transactions in the applicable Blockchain, demand for cryptocurrencies may be reduced and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of cryptocurrencies.

 

 

There are material risks and uncertainties associated with custodians of digital assets

 

We multiple custodians (or third-party “wallet providers”) to hold digital assets for our DeFi Ventures business line as well as for digital assets underlying Valour ETPs. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. We could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. We may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the our execution of hedging ETPs, the value of our assets and the value of any investment in our common shares.

 

Risk of Loss, Theft or Destruction of Cryptocurrencies

 

There is a risk that some or all of the Company’s cryptocurrencies could be lost, stolen or destroyed. If the Company’s cryptocurrencies are lost, stolen or destroyed under circumstances rendering a party liable to the Company, the responsible party may not have the financial resources sufficient to satisfy the Company’s claim.

 

Irrevocability of Transactions

 

Bitcoin and most other cryptocurrency and DeFi protocol token transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies or DeFi protocol tokens may be irretrievable. Such transactions are not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of cryptocurrencies or a theft of cryptocurrencies generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. To the extent that the Company is unable to seek a corrective transaction with the third party or is incapable of identifying the third party that has received the Company’s cryptocurrencies through error or theft, the Company will be unable to revert or otherwise recover incorrectly transferred cryptocurrencies. The Company will also be unable to convert or recover cryptocurrencies transferred to uncontrolled accounts.

 

 

Potential Failure to Maintain the Cryptocurrency Networks

 

Many cryptocurrency networks, including the Bitcoin Network, operates based on an open-source protocol maintained by the core developers of such networks and other contributors. As such protocols are not sold and their uses do not generate revenues for its development team, the core developers are generally not compensated for maintaining and updating such network protocols. Consequently, there is a lack of financial incentive for developers to maintain or develop such networks and the core developers may lack the resources to adequately address emerging issues with such network protocol. Although the many networks, including the Bitcoin Network, is currently supported by the core developers, there can be no guarantee that such support will continue or be sufficient in the future. To the extent that material issues arise with the such network protocol and the core developers and opensource contributors are unable to address the issues adequately or in a timely manner, such networks and an investment in the Common Shares may be adversely affected.

 

Potential Manipulation of Blockchain

 

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains control of more than 50% of the processing power dedicated to mining on the Bitcoin Network, it may be able to alter or manipulate the Blockchain on which the Bitcoin Network and most Bitcoin transactions rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new Bitcoins or transactions using such control. The malicious actor could “double-spend” its own Bitcoins (i.e., spend the same Bitcoins in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control. To the extent that such malicious actor or botnet did not yield its control of the processing power on the Bitcoin Network or the Bitcoin community did not reject the fraudulent blocks as malicious, reversing any changes made to the Blockchain may not be possible. To the extent that the Bitcoin ecosystem, including the core developers and the administrators of mining pools, do not act to ensure greater decentralization of Bitcoin mining processing power, the feasibility of a malicious actor obtaining control of the processing power on the Bitcoin Network will increase.

 

Miners May Cease Operations

 

If the award of Bitcoins or other cryptocurrencies for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners in relevant networks, miners may cease expending processing power to solve blocks and confirmations of transactions on the Bitcoin Blockchain or other networks could be slowed. A reduction in the processing power expended by miners on the applicable blockchain network could increase the likelihood of a malicious actor or botnet obtaining control.

 

Risks Related to Insurance

 

The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not be available, may be uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the Company.

 

 

Concentration of Investments

 

Other than as described herein, there are no restrictions on the proportion of the Company’s funds and no limit on the amount of funds that may be allocated to any particular investment. The Company may participate in a limited number of investments and, as a consequence, its financial results may be substantially adversely affected by the unfavorable performance of a single investment. Completion of one or more investments may result in a highly concentrated investment in a particular company, commodity or geographic area resulting in the performance of the Company depending significantly on the performance of such company, commodity or geographic area. As at September 30, 2024, the Company’s investments through its Defi Venture business arm comprise of $45,106,173 represented approximately 4.9% of the Company’s total assets.

 

We operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

 

The cryptoeconomy is highly innovative, rapidly evolving, and characterized by healthy competition, experimentation, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future as existing and new competitors introduce new products or enhance existing products. Our DeFi ETPs and DeFi Governance business line compete against several companies and expect that we will face even more competition in the future. These competitors could have various competitive advantages over us, including but not limited to:

 

●

greater name recognition, longer operating histories, and larger market shares;

 

●

larger sales and marketing budgets and organizations;

 

●

more established marketing, banking, and compliance relationships;

 

●

greater resources to make acquisitions;

 

●

lower labor, compliance, risk mitigation, and research and development costs;

 

●

operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; and

 

●

substantially greater financial, technical, and other resources.

 

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected.

 

Harm to our brand and reputation could adversely affect our business.

 

 

Our reputation and brand may be adversely affected by complaints and negative publicity about us, even if factually incorrect or based on isolated incidents. Damage to our brand and reputation may be caused by:

 

●

cybersecurity attacks, privacy or data security breaches, or other security incidents;

 

●

complaints or negative publicity about us, our ETPs, our management team, our other employees or contractors or third-party service providers;

 

●

actual or alleged illegal, negligent, reckless, fraudulent or otherwise inappropriate behavior by our management team, our other employees or contractors or third-party service providers;

 

●

unfavorable media coverage;

 

●

litigation involving, or regulatory actions or investigations into our business;

 

●

a failure to comply with legal, tax and regulatory requirements;

 

●

any perceived or actual weakness in our financial strength or liquidity;

 

●

any regulatory action that results in changes to or prohibits certain lines of our business;

 

●

a failure to operate our business in a way that is consistent with our values and mission;

 

●

a sustained downturn in general economic conditions; and

 

●

any of the foregoing with respect to our competitors, to the extent the resulting negative perception affects the public’s perception of us or our industry as a whole.

 

Private Issuers and Illiquid Securities

 

Through its DeFi Ventures business line, the Company invests in securities and / or digital assets of private issuers or projects. These may be subject to trading restrictions, including hold periods, and there may not be any market for such securities or digital assets. These limitations may impair the Company’s ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in private issuers or projects are subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of the Company’s private investments, or that the Company will otherwise be able to realize a return on such investments.

 

The value attributed to securities and / or digital assets of private issuers or projects will be the cost thereof, subject to adjustment in limited circumstances, and therefore may not reflect the amount for which they can actually be sold. Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed for the investments.

 

The Company may also invest in illiquid securities of public issuers. A considerable period of time may elapse between the time a decision is made to sell such securities and the time the Company is able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that the Company will be unable to realize its investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, the Company may be prohibited by contract or by law from selling such securities for a period of time or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

 

The Company may also make direct investments in publicly traded securities that have low trading volumes. Accordingly, it may be difficult to make trades in these securities without adversely affecting the price of such securities.

 

 

Cash Flow, Revenue and Liquidity

 

The Company’s revenue and cash flow is generated primarily from financing activities, proceeds from the disposition of investments, management fees of ETPs and staking and lending activities of cryptocurrencies and DeFi protocol tokens. The availability of these sources of income and the amounts generated from these sources depend upon various factors, many of which are outside of the Company’s direct control. The Company’s liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether as a result of a downturn in the market conditions generally or to matters specific to us, if the value of our investments decline, resulting in losses upon disposition, if there is low demand for our ETPs, resulting in lack of management fees received, and if rates provided by counterparties for staking and lending decrease.

 

Dependence on Management Personnel

 

The Company is dependent upon the efforts, skill and business contacts of key members of management, the Board and the Advisory Board, for among other things, the information and deal flow they generate during the normal course of their activities and the synergies that exist amongst their various fields of expertise and knowledge. Accordingly, the Company’s success may depend upon the continued service of these individuals who are not obligated to remain consultants to the Company. The loss of the services of any of these individuals could have a material adverse effect on the Company’s revenues, net income and cash flows and could harm its ability to maintain or grow existing assets and raise additional funds in the future.

 

Sensitivity to Macro-Economic Conditions

 

Due to the Company’s focus on decentralized finance industry, the success of the Company’s investments is interconnected to the growth of disruptive technologies. The Company may be adversely affected by the falling share prices of the securities of investee companies, cryptocurrencies, DeFi Protocol tokens and other crypto assets, as the trading price for the Common Shares may reflect the estimated aggregate value of the Company’s portfolio of investments and assets under management. The factors affecting current macro-economic conditions are beyond the control of the Company.

 

Available Opportunities and Competition for Investments

 

The success of the Company’s DeFi Ventures line of business will depend upon: (i) the availability of appropriate investment opportunities; (ii) the Company’s ability to identify, select, acquire, grow and exit those investments; and (iii) the Company’s ability to generate funds for future investments. The Company can expect to encounter competition from other entities having similar investment objectives, including institutional investors and strategic investors. These groups may compete for the same investments as the Company, may be better capitalized, have more personnel, have a longer operating history and have different return targets. As a result, the Company may not be able to compete successfully for investments. In addition, competition for investments may lead to the price of such investments increasing which may further limit the Company’s ability to generate desired returns. There can be no assurance that there will be a sufficient number of suitable investment opportunities available to invest in or that such investments can be made within a reasonable period of time. There can be no assurance that the Company will be able to identify suitable investment opportunities, acquire them at a reasonable cost or achieve an appropriate rate of return. Identifying attractive opportunities is difficult, highly competitive and involves a high degree of uncertainty. Potential returns from investments will be diminished to the extent that the Company is unable to find and make a sufficient number of attractive investments.

 

 

Share Prices of Investments

 

Investments in securities of public companies are subject to volatility in the share prices of the companies. There can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond the Company’s control, including quarterly variations in the subject companies’ results of operations, changes in earnings, results of exploration and development activities, estimates by analysts, conditions in the mining, technological and cryptocurrency industries and general market or economic conditions. In recent years equity markets have experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on market prices, often unrelated to the operating performance of the specific companies. Such market fluctuations could adversely affect the market price of the Company’s investments.

 

Additional Financing Requirements

 

The Company anticipates ongoing requirements for funds to support its growth and may seek to obtain additional funds for these purposes through public or private equity, or debt financing. There are no assurances that additional funding will be available on acceptable terms, at an acceptable level or at all. Any additional equity financing may cause shareholders to experience dilution, and any debt financing would result in interest expense and possible restrictions on the Company’s operations or ability to incur additional debt. Any limitations on the Company’s ability to access the capital markets for additional funds could have a material adverse effect on its ability to grow its investment portfolio.

 

No Guaranteed Return

 

There is no guarantee that an investment in the Company’s securities will earn any positive return in the short term or long term. The task of identifying investment opportunities, monitoring such investments and realizing a significant return is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize a return on such investments. In addition, past performance provides no assurance of future success.

 

Management of the Company’s Growth

 

Significant growth in the business, as a result of acquisitions or otherwise, could place a strain on the Company’s managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve the Company’s technical, administrative and financial controls and reporting systems. No assurance can be given that the Company will succeed in these efforts. The failure to effectively manage and improve these systems could increase costs, which could have a materially adverse effect on the Company’s operating results and overall performance.

 

 

Due Diligence

 

The due diligence process undertaken by the Company in connection with investment opportunities may not reveal all facts that may be relevant in connection with the investments. Before making investments, the Company conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Company may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, the Company relies on resources available including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence process that is carried out with respect to investment opportunities may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful.

 

Exchange Rate Fluctuations

 

A significant portion of the Company’s cryptocurrency, DeFi protocol tokens and digital asset holdings could be invested in United States dollar denominated investments or other foreign currencies. Changes in the value of the foreign currencies in which the Company’s investments are denominated could have a negative impact on the ultimate return on its investments and overall financial performance.

 

Non-controlling Interests

 

The Company’s investments include debt instruments and equity securities of companies that it does not control. Such instruments and securities may be acquired through trading activities or through purchases of securities directly from the issuer. These investments are subject to the risk that the company in which the investment is made may make business, financial or management decisions with which the Company does not agree or that the majority stakeholders or the management of the investee company may take risks or otherwise act in a manner that does not serve the Company’s interests. If any of the foregoing was to occur, the value of the Company’s investments could decrease and its financial condition, results of operations and cash flow could suffer as a result.

 

Changes in Legislation and Regulatory Risk

 

There can be no assurance that laws applicable to the Company or the businesses in which the Company invests, including securities legislation, will not be changed in a manner which adversely affects the Company. If such laws change, such changes could have a negative effect upon the value of the Company and upon investment opportunities available to the Company.

 

Risks Relating to the Financial Condition of the Company

 

Limited Operating History as a DeFi Company

 

The Company announced its focus in the DeFi industry on January 19, 2021. The Company’s limited operating history and the lack of meaningful historical financial data makes it difficult to fully evaluate the Company’s prospects. To the extent that the Company is able to execute its business plan, its business will be subject to all of the problems that typically affect a business with a limited operating history, such as unanticipated expenses, capital shortfalls, delays in program development and possible cost overruns. Investment in the securities of the Company is highly speculative given the nature of the Company’s business.

 

 

The Company’s success will depend on many factors, including some which may be beyond its control or which cannot be accounted for at this time, such as the market’s acceptance of the products of its investee companies, the emergence of potential competitors, and changes in economic conditions. For the reasons discussed in this section and elsewhere in this AIF, it is possible that the Company may not generate revenues or profits in the foreseeable future or at all.

 

No History of Operating Revenue and Cash Flow

 

The Company is dependent on financings and future cash flows to meet its obligations. The future performance of the business and the ability of the Company’s subsidiaries to provide the Company with payments may be constrained by factors such as, among others: success of the Company’s corporate strategy, economic downturns; technological and regulatory changes; the cash flows generated by operations, investment activities and financing activities; and the level of taxation, particularly corporate profits and withholding taxes. If the Company is unable to generate sufficient cash from operations, the Company may be required to incur indebtedness, raise funds in a public or private equity or debt offering, or sell some or all of its assets. There can be no assurance that any such financing will be available on satisfactory terms or that it will be sufficient.

 

The Company may be subject to limitations on the repatriation of earnings in each of the countries where the Company, including its investee companies, do business. In particular, there may be significant withholding taxes applicable to the repatriation of funds from foreign countries to Canada. There can be no assurance that changes in regulations, including tax treaties, in and among the relevant countries where the Company or its investee companies do business will not take place, and if such changes occur, they may adversely impact the Company’s ability to receive sufficient cash payments from its subsidiaries.

 

Insufficient Cash Flow and Funds in Reserve

 

The Company’s cash flow and funds in reserve may not be sufficient to fund its ongoing activities at all times and from time to time and it may require additional financing in order to carry out its activities. In addition, the Company may incur major unanticipated liabilities or expenses. Although the Company has been successful in the past in financing its activities, there can be no assurance that the Company will be able to obtain additional financing on commercially acceptable terms. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of Company. There is risk that if the economy and banking industry experienced unexpected and/or prolonged deterioration, the Company’s access to additional financing may be affected. This may be further complicated by the limited market liquidity for shares of smaller companies such as the Company, restricting access to some institutional investors. Due to uncertainty in the capital markets, the Company may from time to time have restricted access to capital and increased borrowing costs. To the extent that external sources of capital become limited, unavailable, or available on onerous terms, the Company’s ability to make capital investments and maintain existing assets may be impaired, and its assets, liabilities, business, financial condition, results of operations and prospects may be affected materially and adversely as a result.

 

The Company, along with all other companies, may face reduced cash flow and restricted access to capital if the global economic situation deteriorates. A prolonged period of adverse market conditions may impede the Company’s ability to grow and complete additional acquisitions, if desired. In addition, a prolonged period of adverse market conditions may impede the Company’s ability to service any of its loans or arrange alternative financing when the existing loans become due. In each case, the Company’s business, financial condition, results of operations and prospects would be adversely affected.

 

 

Conflicts of Interest may Arise

 

Certain current or future directors and officers of the Company and its subsidiaries may be shareholders, directors and officers of other companies that may operate in the same sectors as the Company. Such associations may give rise to conflicts of interest from time to time. The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in such conflict is required under the applicable corporate laws to disclose his or her interest and to abstain from voting on such matter.

 

Risks Relating to the Common Shares

 

Market Price of Common Shares may Experience Volatility

 

The market price of the Common Shares has been volatile in the past and may continue to be volatile. The market price is, and could be, subject to wide fluctuations due to a number of factors, including actual or anticipated fluctuations in the Company’s results of operations, changes in estimates of its future results of operations by management or securities analysts, market rumours, investments or divestments by the Company or its competitors and general industry changes.

 

Many of the factors that could affect the market price of the Common Shares are outside of the Company’s control. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of the Common Shares. The stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of the Common Shares.

 

Shareholders’ Interest in the Company may be Diluted in the Future

 

If the Company raises additional funding by issuing additional equity securities, or securities convertible into equity, such financing may substantially dilute the interests of shareholders.

 

The Company has Never Paid Dividends and may not do so in the Foreseeable Future

 

The Company has never paid cash dividends on its Common Shares. Currently, the Company intends to retain its future earnings, if any, to fund the development and growth of its business, and does not anticipate paying any cash dividends on its Common Shares in the near future. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on investment in any Common Shares in the foreseeable future.

 

Multilateral Instrument 52-109 Disclosure

 

Evaluation of disclosure controls and procedures

 

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in annual filings, interim filings or other reports filed or submitted under provincial and territorial securities legislation, and that such information is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

 

 

We have evaluated the effectiveness of our disclosure controls and procedures and have concluded, based on our evaluation that they are sufficiently effective to provide reasonable assurance that material information relating to the Company is made known to management and disclosed in accordance with applicable securities regulations.

 

Internal controls over financial reporting

 

The CEO and CFO, together with other members of Management, have designed internal controls over financial reporting based on the Internal Control–Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO - 1992). These controls are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of annual audited financial statements in accordance with IFRS.

 

The Company reassessed the application of IFRS on the accounting for the valuation of the Company’s holdings in 3iQ and Seba Bank AG as well as the valuation of Valour’s Genesis loan and collateral. As a result of the restatement: (i) digital assets was reduced by $8,780,131 to $95,833,386; and (ii) private investments, at fair value through profit and loss was reduced by $10,995,500 to $30,312,394 as at September 30, 2023, with an retained earnings impact at September 30, 2023 of $19,775,631. For more details, please refer to Note 25 of the condensed consolidated interim financial statements of the Company for three and nine months ended September 30, 2024 and 2023. The change in accounting is considered the correction of an error for accounting purposes and, as such, required a restatement of the financial statements for the three and nine months ended September 30, 2023. Due to the accounting error, the Company’s management has concluded that there was a material weakness in its internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements and Management’s Discussion and Analysis, will not be prevented or detected on a timely basis.

 

Remediation of Material Weaknesses in Internal Control over Financial Reporting

 

Management is committed to the planning and implementation of remediation efforts to address the material weaknesses, as well as to continuously enhance the Company’s internal controls. These remediation efforts to-date have included engaging and consulting with the external accounting and valuation advisors, considering authoritative and non-authoritative guidance available in the accounting literature.

 

The management team, including the Chief Executive Officer and Chief Financial Officer, have reaffirmed and re-emphasized the importance of internal control, control consciousness and a strong control environment.

 

Material Accounting Policies

 

The Company’s material accounting policies can be found in Note 2 of its annual audited financial statements for the years ended December 31, 2023 and 2022.

 

 

Critical Accounting Estimates and Assumptions

 

The preparation of the Company’s Consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

 

Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the Consolidated financial statements are as follows:

 

Accounting for digital assets

 

The IFRS Interpretations Committee (the “Committee”) published its agenda decision on Holdings of Cryptocurrencies in June 2019. The Committee concluded that IAS 2 – Inventories applies to cryptocurrencies when they are held for sale in the ordinary course of business, otherwise an entity should apply IAS 38 - Intangible Assets to holdings of cryptocurrencies. The Company has assessed that it acts in a capacity as a commodity broker trader as defined in IAS 2 - Inventories, in characterizing certain of its holdings as inventory, or more specifically, digital assets. If assets held by commodity broker-traders are principally acquired for the purpose of selling in the near future and generating a profit from fluctuations in price or broker-traders’ margin, such assets are accounted for as inventory, and changes in fair value less costs to sell are recognized in profit or loss. Digital currencies consist of cryptocurrency denominated assets (see Note 7) and are included in current and long-term assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. Fair value is determined by taking the mid-point price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase other exchanges consistent with the final terms for each ETP. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Vomex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.

 

Fair value of financial derivatives

 

Investments in options and warrants which are not traded on a recognized securities exchange do not have a readily available market value. Valuation technique such as Black Scholes model is used to value these instruments.

 

Fair value of investment in securities not quoted in an active market or private company investments

 

Where the fair values of financial assets and financial liabilities recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values.

 

 

Share-based payments

 

The Company uses the Black-Scholes option pricing model to fair value options in order to calculate share-based compensation expense. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price of the Company’s shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense.

 

Business combinations and goodwill

 

Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values. In determining the allocation of the purchase price in a business combination, including any acquisition related contingent consideration, estimates including market based and appraisal values are used. The contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Goodwill is assessed for impairment annually.

 

Contingencies

 

Estimated useful lives and impairment considerations

 

Amortization of intangible assets is dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic and market conditions and the useful lives of assets.

 

Impairment of non-financial assets

 

The Company’s non-financial assets include prepaid expenses, digital assets excluding USDC, equipment and right of use assets, intangibles and goodwill. Impairment of these non-financial assets exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions. See Note 8 for the discussion regarding impairment of the Company’s non-financial assets.

 

Functional currency

 

The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company’s digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and the currencies in which expenses are settled, by each entity, as well as the currency in which each entity receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company’s functional currency.

 

Assessment of transaction as an asset purchase or business combination

 

Significant acquisitions require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future performance of these assets.

 

Control

 

Significant judgment is involved in the determination whether the Company controls under IFRS 10. The Company is deemed to control an investee when it demonstrates: power over the investee, exposure, or rights to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. There is judgement required to determine whether these criterions are met. The Company determined it controlled Valour Digital Securities Limited through its role as arranger.

 

 

49

 

Exhibit 99.173

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

 

I, Ryan Ptolemy, Chief Financial Officer of DeFi Technologies Inc. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DeFi Technologies Inc. (the “issuer”) for the interim period ended September 30, 2024.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by the Committee of Sponsoring organizations of the Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing for the interim period ended September 30, 2024;

 

(a) a description of the material weakness;

 

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 14, 2024

 

(signed) “Ryan Ptolemy”
Ryan Ptolemy
Chief Financial Officer

Exhibit 99.174

 

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS

 

I, Olivier Roussy Newton, the Chief Executive Officer of DeFi Technologies Inc. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DeFi Technologies Inc. (the “issuer”) for the interim period ended September 30, 2024.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by the Committee of Sponsoring organizations of the Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing for the interim period ended September 30, 2024;

 

(a) a description of the material weakness;

 

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Dated: November 14, 2024

 

(signed) “Olivier Roussy Newton”

Olivier Roussy Newton

Chief Executive Officer

 

Exhibit 99.175

 

DeFi Technologies Inc. Announces Q3 2024 Financial Results: Year to Date Revenues of C$152.4 million (US$112.0 million), EBITDA of $102.3 million (US$75.2 million) and Net Income of C$97.2 million (US$71.4 million) and Notable Strategic Developments

 

●

Total Revenues, EBITDA and Net Income: DeFi Technologies recorded Total Revenues of C$24.2 million (approximately US$17.8 million) and C$152.4 million (approximately US$112.0 million) for the three and nine months period ended September 30, 2024 and Net Income of C$24.9 million (approximately US$18.3 million) and C$97.2 million (approximately US$71.4 million) for three and nine months ended September 30, 2024. The Company also reports EBITDA of C$26.2 million (US$19.3 million) and C$102.3 million (US$75.2 million) for the three and nine months ended September 2024, reflecting its strong operational performance and robust revenue growth.

.

●

Substantial Growth in Assets Under Management (AUM): AUM grew by 51.6% since December 31, 2023, to approximately C$770.5 million (US$570.8 million) as of September 30, 2024, driven by favorable market conditions, new product launches, and strategic corporate actions that enhanced trading volumes and overall financial performance. Since September 30, 2024, AUM has further increased to a record high of C$1.1 billion (US$785.4 million) as of November 13, 2024.

 

●

2024 Outlook: Looking ahead, DeFi Technologies projects its annualized revenues for fiscal 2024 to reach approximately C$198.6 million (US$141.5 million), supported by ongoing AUM growth, upcoming ETP launches, and the integration of new acquisitions, which are poised to capitalize on the favorable conditions in the digital asset sector. Furthermore, the Company continues to evaluate additional Defi Alpha trading opportunities.

 

TORONTO – November 14, 2024 – DeFi Technologies Inc. (the “Company” or “DEFI”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company and the first and only publicly traded company that bridges the gap between traditional capital markets, Web3 and decentralised finance, announces its financial performance for the three and nine months ended September 30, 2024 (all amounts in Canadian dollars, unless otherwise stated).

 

Cash and Treasury Position

 

●

Cash and USDT Balance: As of September 30, 2024, cash and USDT balance of approximately C$25.4 million (US$18.8 million), up from C$6.8 million (US$4.2 million) on December 31, 2023.

 

●

Treasury Holdings: As of September 30, 2024, the Company’s holdings included 204.3 BTC, 81.3 ETH, 246,683 ADA, 86,616 DOT, 5,745 SOL, 491 UNI, 433,322 AVAX and 2,755,203 CORE tokens, totaling approximately C$36.3M (US$26.9M).

 

●

Venture Portfolio: Investments were valued at C$45.1 million (US$33.2 million) as of September 30, 2024.

 

Total Value of Cash, Treasury, and Venture Portfolio: C$106.8 million (US$78.9 million) as of September 30, 2024.

 

For the latest update on cash and digital asset treasury holdings as of October 31, 2024, see here.

 

 

Substantial AUM Growth

 

●

Valour’s ETP business reported AUM of C$770.5 million (US$570.8) as of September 30, 2024, a 51.6% increase from December 31, 2023, AUM of C$508 million. As of November 13, 2024, Valour’s AUM stood at a record high of C$1.1 billion (US$785.4 million), driven by favorable market conditions, new products, and strategic actions that enhanced trading volumes and financial performance.

 

Financial Highlights

●

Total Revenue: Total Revenues were C$24.2 million (US$17.8 million) for the three months ended September 30, 2024 and C$152.4 million (US$112.0 million) for the nine months ended September 30, 2024, a significant improvement from the Total Revenues of C$6.0 million (US$4.4 million) and C$2 million (US$1.5 million) for the same respective periods in 2023.

 

●

Net Income: Net Income was C$24.9 million (US$18.3 million) for the three months ending September 30, 2024, and C$97.2 million (US$71.4 million) for the nine months ending September 30, 2024, reflecting robust operational performance.

 

●

EBITDA: EBITDA was C$26.2 million (US$19.3 million) for the three months ended September 30, 2024 and C$102.3 million (US$75.2 million) for the nine months ended September 30, 2024

 

●

Valour Staking/Lending & Management Fees: In Q3 2024, Valour generated staking and lending income of C$8.8 million (US$ 6.5 million) and management fees of C$2.0 million (US$1.5 million).

 

●

DeFi Alpha Performance: In Q3 2024 DeFi Alpha generated C$20.6 million (US$14.7 million) with zero losses to date after reporting C$111.5 Million (US$82.0 Million) in Q2 2024 totaling C$132.1 million (US$96.7 million) for the nine months ended September 30, 2024.

 

●

Reflexivity Research: In Q3 2024, Reflexivity Research generated research revenue of C$261,741 (US$192,400) for the three months ended September 30, 2024, and C$1.1 million (US$810,197) for the nine months ended September 30, 2024.

 

Strategic and Business Developments

 

Acquisitions and Partnerships:

 

●

DeFi Technologies acquired Stillman Digital Inc. and Stillman Digital Bermuda Ltd. (collectively doing business as “Stillman Digital”), a leading OTC desk and digital asset liquidity provider with over US$15 billion in trade volume since 2021, with US$5 billion of that occurring in Q2 2024 alone.

 

 

●

DeFi Technologies and Professional Capital Management (led by Anthony Pompliano) partnered to enter and capitalize on opportunities in the fast-growing U.S. exchange-traded fund (ETF) market.

 

●

DeFi Technologies and Zero Computing announced a strategic partnership over integrating validator, trading and ZK infrastructure.

 

ETPs and Geographic Expansion

 

●

Valour announced a landmark MOU with Nairobi Securities Exchange and SovFi to develop and launch Valour ETPs in Africa.

 

●

Valour announced the launch of the Valour NEAR ETP on the Spotlight Stock Market in Sweden.

 

NASDAQ Listing Progress:

 

●

DeFi Technologies filed Form 40-F with the SEC in connection with its application to list its common shares on The Nasdaq Stock Market.

 

Expanded Digital Asset Treasury:

 

●

DeFi Technologies expanded its BTC treasury holdings and diversified into Solana, CORE, Uniswap, Cardano, Avalanche, Polkadot and started participating in CORE DAO Staking.

 

Comment from the CEO:

 

Olivier Roussy Newton, CEO of DeFi Technologies, stated, “Q3 2024 reflects the significant strides DeFi Technologies has made toward becoming a leader in the digital asset space. With year-to-date revenues reaching C$152.4 million (US$112.0 million) and net income of C$97.2 million (US$71.4 million), we are among the very few profitable public companies in this sector, demonstrating the durability of our business model and the discipline of our strategic execution. This consistent profitability—combined with a strengthened balance sheet through the elimination of debt—is the foundation that allows us to accelerate growth initiatives and pursue even larger market opportunities.

 

We’ve strategically positioned Valour, our now debt-free subsidiary, to lead in regulated digital asset access, with a pipeline of new ETP launches planned and advanced discussions for expansion into high-growth regions like North Africa, Asia, and the Middle East. With a product lineup expected to grow to 40 ETPs by year-end and to 100 by the close of 2025, Valour’s path forward is clearer and more compelling than ever. This expansion opens the door for millions of new investors to enter the digital asset market through secure, regulated channels, placing us at the forefront of democratizing access to digital assets globally.

 

The acquisition and integration of Stillman Digital further highlights our commitment to building a comprehensive ecosystem. By bringing liquidity provision, trade execution, and institutional digital asset services in-house, the Company is enhancing its trading capabilities and paving the way for new revenue streams in Custody, Foreign Exchange, and Proprietary Trading. This acquisition will enable DeFi Technologies to deliver more value to institutional clients while reinforcing our DeFi Alpha trading desk with Stillman’s expertise and expanding our reach into additional high-demand markets.

 

 

Our optimism for the future is buoyed by strong industry tailwinds. With Bitcoin reaching all-time highs, we expect continued asset appreciation to translate into larger revenues for the Company. Additionally, we anticipate a favorable regulatory landscape with the potential for a crypto-friendly administration in the U.S. as we work towards our Nasdaq cross-listing. These trends are likely to catalyze further interest and investment in the digital asset market, underscoring the value of our offerings and reinforcing our leadership position in the industry.

 

In an environment where market fluctuations can make some investors hesitant, we are proud to say that DeFi Technologies has achieved steady, substantial growth. Our assets under management (“AUM”) have increased by over 900% from the market lows in late 2022, reflecting both our adaptability and the rising demand for digital assets. This robust growth in AUM and the additional revenue from our DeFi Alpha strategy reinforce our commitment to generating sustainable value, with a forecasted C$198.6 million (US$141.5 million) in revenue for 2024.

 

DeFi Technologies is setting a new standard in the digital asset sector by merging stability, innovation, and accessibility. As a company at the intersection of traditional finance and digital assets, we are uniquely equipped to capture the opportunities emerging within this rapidly transforming landscape. With a clear roadmap, solid financial standing, and an expanding product suite, we are positioned to deliver substantial long-term value for our shareholders and remain steadfast in our commitment to drive the future of finance.”

 

Outlook for Q4 2024:

 

The outlook that follows supersedes all prior financial outlook statements made by the Company, constitutes forward-looking information within the meaning of applicable securities laws, and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond the Company’s control. Please see “Cautionary note regarding forward-looking information” and “Financial Outlook Assumptions” below for more information.

 

Valour

 

The Company has experienced significant revenue growth since Q1 2024. Valour’s ETPs have witnessed over a 900% increase in AUM from the market lows in late 2022, alongside growth in trading volumes. Valour’s AUM stood at approximately C$770.5 million (US$570.8 million) as of September 30, 2024, and a record high of C$1.1 billion (US$785.4 million) as of November 13, 2024.

 

The Company’s staking and lending income, changes in gains and losses on digital assets and ETP payables, as well as management fees, are closely correlated with capital inflow for Valour’s ETPs and the price of digital assets underlying Valour’s ETPs, which has continued to grow since the end of 2023. Furthermore, revenue from arbitrage and liquidity provision is highly linked to overall market activity and turnover in Valour’s listed ETPs. The Company also formed DeFi Alpha in Q2 2024, which generated approximately C$132.1 million (US$96.7 million) as of September 30, 2024. Given these factors, the Company’s annualized revenue is forecasted to be approximately C$198.6 million (US$141.5 million) for 2024. Further growth in AUM may lead to proportional revenue increases. In Q3 2024, Valour earned 8.12% of AUM in staking and management fees, based on staking an average of 67% of AUM of C$753 million (US$537 million). With recent AUM growth, an improved product mix, and strong performance from the Company’s treasury portfolio, DeFi Technologies is well-positioned to capture additional revenue growth.

 

 

For Q4 2024, it is anticipated that new ETP launches, a stronger ETP mix, and continuous inflow of funds into Valour’s ETPs, along with additional trading opportunities identified and executed by DeFi Alpha, integration of Stillman Digital and Reflexivity and further accretive acquisitions, will continue to add to Company revenues. The Company aims to close the year with approximately 40 ETP products, with an additional 60 planned for 2025, as we capitalize on favorable macro fundamentals for the digital asset ecosystem.

 

Nasdaq Listing

 

On September 16, 2024, the Company filed a Form 40-F Registration Statement with the United States Securities and Exchange Commission (the “SEC”), in connection with its application to list its common shares on The Nasdaq Stock Market. The listing of the Company’s common shares on the Nasdaq remains subject to the approval of the Nasdaq and the satisfaction of all applicable listing and regulatory requirements, including Form 40-F being declared effective by the SEC. The Company continues to progress its application to list its common shares on the Nasdaq.

 

ETPs and Geographic Expansion

 

Valour is actively expanding its product lineup to meet the rising global demand for regulated digital asset products. Currently offering 28 ETPs, Valour aims to increase this to 40 by the end of 2024 with an ambitious goal of reaching 100 ETPs by the end of 2025. In addition to broadening its product portfolio, Valour is pursuing regulatory approvals to enter new markets, including North Africa, Asia, the Middle East, and other emerging regions, to provide investors in these regions with secure access to digital assets.

 

DeFi Alpha Strategy

 

The DeFi Alpha strategy has proven instrumental in enhancing the Company’s financial resilience. Having generated C$111.5 million (US$82.0 million) in Q2 and C$20.6 million (US$14.7 million) in Q3, with zero losses to date, this arbitrage-focused approach has strengthened the Company’s financial position, facilitating debt repayment and supporting the deployment of a robust digital asset treasury strategy. The Company continues to assess multiple arbitrage opportunities, reinforcing its commitment to maximizing returns while mitigating risks in a volatile digital asset landscape.

 

Elimination of Debt

 

As of October 16, 2024, Valour has successfully eliminated all outstanding debt. This achievement culminated with a final repayment of C$5.5 million (US$4 million) on October 16, 2024, bringing total debt reduction to US$36.5 million since May.

 

This milestone underscores Valour’s strong financial standing and disciplined approach to capital management. With a debt-free balance sheet, Valour is now positioned to allocate resources more effectively toward growth and innovation, further establishing itself as a leader in accessible digital asset investment solutions.

 

While Valour is now debt-free, DeFi Technologies retains a remaining loan balance of C$8.1 million (US$6 million) with Genesis Global Capital LLC (“Genesis”). This balance is expected to be resolved upon the completion of Genesis’s bankruptcy proceedings, further enhancing DeFi Technologies’ strategic financial standing.

 

Importantly, the debt elimination was achieved without issuing new equity or incurring additional debt, underscoring the Company’s disciplined cash flow management. This reduction in interest liabilities enhances DeFi Technologies’ flexibility to capitalize on emerging revenue opportunities within the digital asset space.

 

 

Integration of Stillman Digital

 

DeFi Technologies has successfully acquired Stillman Digital, a leading digital asset liquidity provider with over US$20 billion in trade volume since 2021, including US$5 billion in Q2 2024 alone. Stillman Digital specializes in electronic trade execution, market making, and OTC block trading, offering a suite of digital asset products and services to institutional clients.

 

This acquisition directly aligns with DeFi Technologies’ strategic goals of enhancing trading capabilities and diversifying its customer base and revenue streams. By internalizing trading flows from portfolio companies like Valour, DeFi Technologies will leverage Stillman Digital’s expertise to strengthen and expand its global operations. Additionally, the acquisition bolsters Stillman Digital’s institutional growth strategy by providing access to DeFi Technologies’ network, balance sheet, and distribution channels.

Looking ahead, Stillman Digital plans to expand into new business areas, including Custody, Foreign Exchange, and Proprietary Trading, with support from DeFi Technologies. These new segments are expected to drive significant future growth, capitalizing on Stillman Ditigal’s established expertise and DeFi Technologies’ expansive reach.

 

For 2024, Stillman Digital anticipates revenue of approximately USD$6.7 million (C$9.3 million) with ~50% net margins, marking an average annual growth of 127% over the last two years (a 230% increase from 2022 to 2023, followed by a 25% increase from 2023 to 2024). This year has been pivotal for consolidating growth, launching Stillman Digital Bermuda to serve international clients, and implementing major technology upgrades that will enhance competitiveness in 2025. These upgrades are expected to go live in Q1 2025 which will set the infrastructure for future growth.

 

With DeFi Technologies’ support, Stillman Digital’s growth rate is projected to increase further in 2025 as it begins to leverage DeFi’s distribution network, strengthened by key business development support from partners.

 

Earrings Conference Call

 

The DeFi Technologies Q3 2024 webcast will commence at 12:00 p.m. ET, Friday, November 15, 2024.

 

To register for the live webcast, please visit this link: https://zoom.us/webinar/register/WN__QSot0GtTC-06IIyrkLIZg

 

Supplemental Materials and Upcoming Communications

 

The Company has made available on its website materials designed to accompany the discussion of its results, along with certain supplemental financial information and other data. For important news and information regarding the Company, including investor presentations and the timing of future investor conferences, visit the Investor Relations section of the Company’s website: https://defi.tech/investor-relations.

 

Analyst Coverage of DeFi Technologies

 

A full list of DeFi Technologies analyst coverage can be found here: https://defi.tech/investor-relations#research.

 

 

Upcoming Conferences & Events

 

November 19–20, 2024: Roth 13th Annual Technology Conference, New York City

 

Wednesday, Dec. 11th, 2024: Benchmark 13th Annual Discovery One-on-One Investor Conference, New York City

 

Non-IFRS and Other Financial Measures

 

To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with IFRS Accounting Standards (“IFRS”), the Company uses EBITDA, a non-IFRS measure, to provide additional information in order to assist investors in understanding the Company’s financial and operating performance. EBITDA is not a recognized measure for financial presentation under IFRS, does not have a standardized meanings and may not be comparable to similar measures presented by other public companies.

 

EBITDA is a non-IFRS financial measure that is defined as net income or loss before interest, taxes, depreciation, amortization of property and equipment, right-of-use assets and other intangible assets.

 

The non-IFRS and other financial measures used herein be considered as a supplement to, and not a substitute for, or superior to, the corresponding measures calculated in accordance with IFRS. See the financial tables below for a reconciliation of the non-IFRS measures.

 

EBITDA Reconciliation

(Expressed in Canadian dollars)

		Three months ended September 30,								Nine months ended September 31,
		2024				2023				2024				2023
			$				$				$				$
Net income (loss) for period			24,910,605				(2,890,441	)			97,236,374				(20,066,245	)
Add back:
Depreciation - property, plant and equipment			1,601				3,236				6,929				9,709
Amortization - intangibles			537,546				509,575				1,568,925				1,528,725
Financing costs			783,865				1,082,576				3,450,634				2,644,105
Earnings before interest taxes, depreciation and amortization (EBITDA)			26,233,616				(1,295,054	)			102,262,861				(15,883,706	)

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionizing the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets like Bitcoin in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free.

 

For more information on Valour, to subscribe, or to receive updates and financial information, visit valour.com.

 

About Reflexivity Research

 

Reflexivity Research LLC is a leading research firm specializing in the creation of high-quality, in-depth research reports for the bitcoin and digital asset industry, empowering investors with valuable insights. For more information please visit https://www.reflexivityresearch.com/

 

About Stillman Digital

 

Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement, and technology. For more information, please visit https://www.stillmandigital.com

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the financial results of the Company; revenue outlook of the Company; revenue generation by DeFi Alpha; integration of Reflexivity Research and Stillman Digital; appreciation of digital asset prices; listing of the common shares of the Company on Nasdaq; investment and interest in the digital asset sector; future collaborations and partnerships; development of ETPs; geographic expansion of the Company; acquisition by the Company; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by DeFi Technologies and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; ability of the Company to successfully integrate and grow Reflexivity Research and Stillman Digital; growth and development of DeFi and digital asset sector; rules and regulations with respect to DeFi and digital asset; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

 

Financial Outlook Assumptions

 

The financial outlook on revenue of the Company is based on a number of assumptions, including assumptions related to inflation, changes in interest rates, volatility of the digital asset market, current and projected market prices of digital assets, in particular the digital assets underlying the Company’s ETPs, the Company’s ability to realize staking and lending income from digital assets held by the Company, the ability of DeFi Alpha to generate yield on the Company’s excess liquidity and identify and execute accretive trading opportunities, the return realized by the Company on staking and lending income, the return on management fees earned by the Company, ongoing subscriptions of Reflexivity Research, trading volumes of Stillman Digital, successful implementation of technological upgrades at Stillman Digital, consumer interest in the Valour’s ETPs, foreign exchange rates and other macroeconomic conditions, the regulatory environment with respect to ETPs and digital assets in the jurisdictions that the Company operates in, introduction of future ETPs, “black swan events” in the digital asset industry, competitors that offer competing ETP products and market acceptance of the Company’s ETP offerings. The Company’s financial outlook, including the various underlying assumptions, constitutes forward-looking information and should be read in conjunction with the cautionary statement on forward-looking information above. Many factors may cause the Company’s actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including the risks and uncertainties related to: macroeconomic factors affecting the digital asset industry, including inflation, changes in interest rates, investor confidence in digital assets; volatility of the digital assets and fluctuation in market value of digital assets; exchange rate fluctuations; any pandemic such as the COVID-19 pandemic or the mpox virus; fraud, misconduct or gross negligence by individuals within the digital asset industry; a negative regulatory environment with respect to digital assets; the Russian invasion of Ukraine and reactions thereto; the Israel-Hamas war and reactions thereto; the Company’s inability to attract purchasers of its ETPs; decrease in AUM as a result of investor selling the Company’s ETPs or a fall in the value of the underlying digital assets; Valour’s inability to launch attractive ETPs; the Valour’s inability to increase ETP sales; the Company’s inability to implement our growth strategy; the Company’s reliance on a small number of custodian and market participants to operate its ETP programs; decrease in the number of subscribers to Reflexivity Research; decrease in the number of trades or fees generated by Stillman Digital; the Company’s ability to prevent and manage information security breaches or other cyber-security threats; the Company’s ability to compete against competitors; strategic relations with third parties; changes to technologies on which ETPs are purchased and sold is reliant; Valour’s ability to distribute ETPs in jurisdictions it is not currently operating in; the Company’s ability to obtain, maintain and protect our intellectual property; The Company’s ability to execute on its acquisition strategy; the Company’s liquidity and capital resources; pending and threatened litigation and regulatory compliance; changes in tax laws and their application; the Company’s ability to expand its sales, marketing and support capability and capacity; and maintaining our customer service levels and reputation. The purpose of the forward-looking information is to provide the reader with a description of management’s expectations regarding our financial performance and may not be appropriate for other purposes.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

9

 

Exhibit 99.176

 

 

DeFi Technologies’ Subsidiary, Valour Signs Memorandum of Understanding with SovFi and AsiaNext in Singapore to Expand Valour’s ETP Offerings Across APAC through Strategic Partnership

 

●

Expanding Valour’s ETP Offerings in APAC: DeFi Technologies’ wholly-owned subsidiary, Valour Inc. (“Valour”), has signed an MOU with AsiaNext and SovFi to list and expand its digital asset exchange-traded products (“ETPs”) on AsiaNext’s Singapore-licensed securities exchange, enhancing institutional access across APAC. This strategic step in Valour’s global expansion plan includes the Middle East and Africa as key target markets. With digital asset demand via ETPs surging, Valour aims to launch 20 new ETPs in the coming weeks, adding to its existing 28 offerings. Valour plans to passport these ETPs into new jurisdictions, positioning Valour to capitalise on the immense growth potential of rapidly adopting markets, where its first-mover advantage will drive leadership in the evolving digital asset and ETP space.

 

●

Strategic Collaboration: AsiaNext, a global digital asset exchange regulated by the Monetary Authority of Singapore and backed by SBI Digital Asset Holdings and SIX Group, will collaborate with Valour and SovFi to list and trade Valour’s ETPs. This partnership leverages AsiaNext’s robust infrastructure and SovFi’s market expertise to introduce Valour’s innovative ETPs, unlocking new investment opportunities for institutional investors in Southeast Asia.

 

●

Driving Digital Asset Growth in APAC: This partnership supports the increasing appetite for regulated digital asset investments via ETPs in Singapore, aligning with Valour’s global expansion strategy and reinforcing AsiaNext’s position as a leading multi-asset exchange bridging Asia and Europe.

 

Toronto, Canada, November 22, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: RB9) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce a Memorandum of Understanding (“MOU”) between its wholly owned subsidiary, Valour Inc. (“Valour”), Asia Digital Exchange Pte. Ltd. (“AsiaNext”), and SovFi Inc. (“SovFi”). This collaboration seeks to advance Valour’s digital asset exchange-traded products (ETPs) in Singapore, leveraging the infrastructure and expertise of AsiaNext and SovFi to broaden access to digital assets for local, regional and international institutional investors.

 

 

 

Strategic Partnership and Objectives

 

AsiaNext, a global digital asset exchange regulated by the Monetary Authority of Singapore, bridges Asia and Europe by providing institutional investors with secure access to digital assets. It is backed by Japan’s SBI Digital Asset Holdings and SIX Group in Switzerland. The MOU with Valour will evaluate and facilitate the listing and trading of Valour’s ETPs on AsiaNext’s securities exchange, enhancing AsiaNext’s position as a leading marketplace for institutional investors.

 

This partnership marks a significant step in Valour’s global expansion, with the Middle East and Africa as the next key markets. With digital asset demand via regulated ETPs surging, Valour plans to build on its existing 28 ETPs by launching 20 additional ETPs in the coming weeks, targeting these rapidly growing jurisdictions.

 

Following its recent success in strengthening Nordic and European markets by transferring its digital asset ETPs to the Spotlight Stock Market to improve liquidity and expand reach, Valour is now focused on Asia, Africa, and the Middle East. These regions offer immense potential due to their rapid adoption of digital assets, positioning Valour strategically for growth as the digital asset and ETP space evolves globally.

 

SovFi specialises in providing liquidity and capital-raising solutions for large capital market operators. By collaborating with Valour and AsiaNext, SovFi will support increased distribution channels and market penetration opportunities for digital assets, promoting broader adoption across Singapore financial markets.

 

Valour will work to list and expand its ETP offerings on AsiaNext through this MOU, initially focusing on products such as Bitcoin staking and crypto index-based ETPs currently unavailable in Southeast Asia. This strategic initiative will enable Valour to benefit from AsiaNext’s strong market presence and established infrastructure, driving the development of innovative investment opportunities for institutional investors looking for a multi-asset class, safe and capital efficient exchange.

 

Strengthening Digital Asset Adoption in APAC

 

This partnership plans to tap into the growing demand for digital asset investment opportunities in Singapore, contributing to advancing a compliant and dynamic digital asset ecosystem in APAC. Renowned for its robust regulatory framework, business-friendly environment and advanced digital infrastructure, Singapore has established itself as a global hub for blockchain innovation and digital assets, attracting major digital asset players like Coinbase and Circle. Having more payment platforms supporting cryptocurrencies has led to merchant transactions in cryptocurrencies reaching nearly $1 billion in Q2 2024, aided by clear regulations around stablecoins. With its skilled workforce, innovation-driven policies, and strategic location, Singapore continues to lead in digital asset investment opportunities.

 

Olivier Roussy Newton, Chief Executive Officer of DeFi Technologies, declared, “Our collaboration with AsiaNext and SovFi signifies a major milestone in our strategic expansion across APAC. Together, we are poised to provide innovative and secure digital asset products tailored to the unique needs of institutional and professional investors. The alignment of our expertise allows us to deliver new opportunities for diversified investments, liquidity, and access to the evolving digital asset markets in Singapore and beyond.”

 

 

 

Kok Kee Chong, Chief Executive Officer of AsiaNext, commented: “We are thrilled to collaborate with Valour and SovFi to explore the listing of innovative digital asset ETPs on our securities exchange. This strategic partnership aligns with our commitment to provide institutional investors with secure and efficient access to digital assets, and bridge the gap between Asia and Europe in the digital asset ecosystem. By leveraging Valour’s proven track record in issuing ETPs and our robust trading and settlement infrastructure, we aim to enhance our product suite and attract a broader investor base.”

 

About AsiaNext

 

AsiaNext is an institution-only, global exchange for digital assets. A first-of-its-kind, it is a world-class platform for trading and tokenizing a diverse range of securities and non-bankable assets. AsiaNext offers listing, trading, clearing, settlement and custody.

 

A joint venture between Japan’s SBI Digital Asset Holdings Co., Ltd. (SBI DAH) and SIX Group AG (SIX) in Switzerland, AsiaNext holds a Capital Markets Services license and a Regulated Market Operator license issued by the Monetary Authority of Singapore. It operates under rigorous standards of corporate governance and internal controls across all its activities.

 

https://www.asianext.com/

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Sui (SUI), Bittensor (TAO), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK) Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

 

 

About SovFi Inc.

 

SovFi aims to provide market liquidity and capital-raising solutions for large sovereign capital market operators. SovFi’s financial instrument development, regulation, and deployment leverage both traditional and token-based finance to deliver low-cost, highly liquid exchange-tradable products. For more information please visit https://www.sov.fi/

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the MOU and the partnership with AsiaNext; development and listing of additional ETPs and passporting of such ETPs; listing of ETPs on AsiaNext; geographic expansion of the Company and Valour; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.177

 

DeFi Technologies’ Subsidiary Valour Launches First Dogecoin (DOGE) ETP in the Nordics on Spotlight Stock Market

 

●

Introduction of Valour Dogecoin (DOGE) SEK ETP: DeFi Technologies’ subsidiary Valour Inc. has introduced the Valour Dogecoin (DOGE) ETP (ISIN: CH1108679320) on Sweden’s Spotlight Stock Market, marking the first Dogecoin ETP available in the Nordics. This launch expands Valour’s suite of digital asset products, offering investors exposure to Dogecoin, which currently holds a market capitalization of approximately $59.5 billion, ranking it as the 7th largest digital asset globally.

 

●

Understanding Dogecoin (DOGE): Dogecoin is an open-source, peer-to-peer digital currency that originated as a lighthearted alternative to Bitcoin. Created in December 2013 by software engineers Billy Markus and Jackson Palmer, it features the Shiba Inu dog from the “Doge” meme as its logo. Despite its humorous beginnings, Dogecoin has developed a robust community and gained significant traction in the cryptocurrency market. It operates on a decentralized network, utilizing blockchain technology to facilitate secure and swift transactions. Similar to Bitcoin, the Dogecoin blockchain uses proof-of-work consensus mechanism, requiring miners to solve complex mathematical problems to validate transactions and secure the network. Miners are rewarded with Dogecoin for their efforts, contributing to the coin’s circulation and security. Dogecoin is often used for tipping content creators online and has been employed in various charitable initiatives, reflecting its community-driven ethos.

 

●

Strategic Product Expansion: The launch of the Valour Dogecoin ETP highlights Valour’s commitment to delivering innovative digital asset investment opportunities in a rapidly evolving financial landscape. By listing this ETP on the Spotlight Stock Market, Valour provides Nordic investors with access to Dogecoin, a cryptocurrency that has gained significant traction following the U.S. presidential election. Renewed momentum, fueled by high-profile endorsements and increased public interest, reflects Dogecoin’s growing appeal. This initiative aligns with Valour’s strategy to expand access to a diverse range of digital assets, addressing the changing preferences of investors in the region.

 

Toronto, Canada, November 26, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a crypto-native technology company at the forefront of merging traditional capital markets with decentralized finance (“DeFi”), proudly announces that its subsidiary Valour Inc. (“Valour”), a leading issuer of exchange-traded products (“ETPs”) providing simplified access to digital assets, has listed the Valour Dogecoin (DOGE) ETP in the Nordics on the Spotlight Stock Market. This marks the launch of the first Dogecoin (DOGE) ETP in the region, offering investors a simple and secure way to gain exposure to DOGE.

 

This launch grants investors seamless access to Dogecoin, a prominent cryptocurrency known for its active community and widespread adoption. With a market cap of approximately $59.6 billion, Dogecoin ranks as the 7th largest digital asset globally.

 

The Valour Dogecoin (DOGE) SEK ETP (ISIN:CH1108679320) is the latest addition to Valour’s expanding portfolio of digital asset products. This ETP enables investors to gain exposure to Dogecoin’s performance without the complexities of direct cryptocurrency ownership. Featuring a competitive management fee of 1.9%, the ETP offers a streamlined and secure avenue for investors to participate in the cryptocurrency market.

 

 

“Introducing the world’s first Dogecoin ETP in the Nordics represents a significant milestone in our mission to democratize access to digital assets,” commented Elaine Buehler, Head of Product at Valour. “We are excited to provide investors with a regulated product that captures the essence of Dogecoin’s dynamic market presence.”

 

Dogecoin (DOGE) is a peer-to-peer, open-source cryptocurrency introduced in 2013 as a humorous alternative to Bitcoin. Originating as a parody of the cryptocurrency boom, Dogecoin features the iconic Shiba Inu dog from the viral “Doge” meme as its logo. Despite its lighthearted beginnings, Dogecoin has evolved into a widely recognized and utilized digital currency with a vibrant community and a strong presence in the cryptocurrency market.

 

Dogecoin uses the Scrypt algorithm, enabling fast and low-cost transactions. Its inflationary design, with no maximum supply, supports steady coin issuance, making it suitable for microtransactions and everyday use. Dogecoin is commonly used for tipping content creators, charitable donations, crowdfunding initiatives, and payments with merchants like SpaceX and the Dallas Mavericks.

 

Driven by an active and loyal community, Dogecoin has maintained relevance through ongoing development and widespread adoption. Its blend of accessibility, humor, and utility continues to contribute to its role as a significant and enduring player in the cryptocurrency ecosystem.

 

“In light of the recent U.S. presidential election results and the subsequent surge in demand for Dogecoin, the launch of the Valour Dogecoin ETP on the Spotlight Stock Market aligns with our mission to provide investors with timely access to high-demand digital assets,” said Johanna Belitz, Head of Nordics at Valour. “The growing popularity of Dogecoin, bolstered by influential figures like Elon Musk, highlights our commitment to delivering innovative and diversified investment opportunities in the Nordics.”

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).

 

In addition to their novel physical backed digital asset platform, which includes 1Valour Bitcoin Physical Carbon Neutral ETP, 1Valour Ethereum Physical Staking, and 1Valour Internet Computer Physical Staking, Valour offers fully hedged digital asset ETPs with low to zero management fees, with product listings across European exchanges, banks and broker platforms. Valour’s existing product range includes Valour Uniswap (UNI), Cardano (ADA), Polkadot (DOT), Solana (SOL), Avalanche (AVAX), Cosmos (ATOM), Binance (BNB), Ripple (XRP), Toncoin (TON), Internet Computer (ICP), Chainlink (LINK), Hedera (HBAR), Core (CORE), Enjin (ENJ), Valour Bitcoin Staking (BTC), Bitcoin Carbon Neutral (BTCN), Sui (SUI), Valour Digital Asset Basket 10 (VDAB10) and 1Valour STOXX Bitcoin Suisse Digital Asset Blue Chip ETPs with low management fees. Valour’s flagship products are Bitcoin Zero and Ethereum Zero, the first fully hedged, passive investment products with Bitcoin (BTC) and Ethereum (ETH) as underlyings which are completely fee free. For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the the listing of Valour Dogecoin (DOGE) ETP the development of the DOGE token; investor confidence in Valour’s ETPs; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

3

 

Exhibit 99.178

 

 

DeFi Technologies to be Featured on Stocktwits Daily Rip Live

 

Toronto, Canada, December 2, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), announces that Russell Starr, Head of Capital Markets, will be a featured guest on Stocktwits Daily Rip Live on December 3, 2024, at 9:00 AM EST.

 

Daily Rip Live airs every market day, delivering Stocktwits’ vibrant community the latest market updates, trading insights, and in-depth analysis of emerging financial trends. Anchored by Shay Boloor and Jordan Lee, renowned for their expertise and engaging social media presence, the show features a lineup of expert guests, making it a go-to resource for active traders and investors.

 

Tune in live via:

 

Watch the live show on: https://stocktwits.com/

 

@Stocktwits on X : https://x.com/Stocktwits

 

Stocktwits YouTube: https://www.youtube.com/c/stocktwits

 

Learn more about DeFi Technologies at defi.tech

 

About Stocktwits

 

Stocktwits is the premier social media platform dedicated to investors and traders. With an active community of over 10 million users, Stocktwits has established itself as a leading voice in the investing world. Driven by the mission to help investors enhance their returns, Stocktwits offers a rich ecosystem of community interaction, data, content, and tools that empower investors to connect, learn, profit, and have fun in the process.

For more information, visithttps://stocktwits.com/

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionizing the way individuals and institutions interact with the evolving financial ecosystem. Join DeFi Technologies’ digital community on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets like Bitcoin in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF).For more information on Valour, to subscribe, or to receive updates and financial information, visit valour.com.

 

 

About Reflexivity Research

 

Reflexivity Research LLC is a leading research firm specializing in the creation of high-quality, in-depth research reports for the bitcoin and digital asset industry, empowering investors with valuable insights. For more information please visit https://www.reflexivityresearch.com/

 

About Stillman Digital

 

Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement, and technology. For more information, please visit https://www.stillmandigital.com

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the participation of DeFi Technologies on Stocktwits; development of ETPs; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by DeFi and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited to the growth and development of decentralized finance and the digital asset sector; rules and regulations with respect to decentralized finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

 

 

Exhibit 99.179

 

 

DeFi Technologies Provides Monthly Corporate Update: Subsidiary Valour Achieves Record C$1.3 Billion (US$922 Million) AUM, Reflecting a 57% Month-over-Month Increase and a 155% Rise Year-to-Date, and 2024 Record Monthly Net Inflows of C$20.9 Million (US$14.9 Million) in November

 

●

Record AUM & Monthly Net Inflows: As of November 30, 2024, Valour reported a record C$1.3 billion (US$922 million) in AUM, reflecting a 57% month-over-month increase and a 155% rise year-to-date. This growth was fueled by November’s 2024 record net inflows of C$20.9 million (US$14.9 million), combined with asset price appreciation and the success of newly launched ETPs, including SUI, DOGE, and TAO.

 

●

Strong Financial Position: As of November 30, 2024, the cash and USDT balance stood at approximately C$17 million (US$12.1 million), a 32% increase from the previous month. Current loans payable stood at approximately C$8.3 million (US$6 million), unchanged from the previous month. The Company also expanded its digital asset treasury, purchasing and holding 208.8 BTC, 121 ETH, 586,683 ADA, 126,616 DOT, 14,375 SOL, 490.5 UNI, 433,322 AVAX, and 2,787,703 CORE tokens, valued at approximately C$67.8 million (US$48.4 million), reflecting a 56% increase from the previous month.

 

Toronto, Canada, December 3, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce that its subsidiary, Valour Inc., and Valour Digital Securities Limited (together, “Valour”), a leading issuer of exchange traded products (“ETPs”) has reported assets under management (“AUM”) of C$1.3 Billion (US$922 Million) as of November 30, 2024. This represents a 57% increase month-over-month and a 155% increase year-to-date.

 

In November, Valour achieved a 2024 monthly net inflows record totaling C$20.9 million (US$14.9 million). This milestone extends its consistent streak of monthly inflows, highlighting increasing investor confidence and strong demand for Valour’s ETPs.

 

Key Products Driving Inflows:

 

The exceptional performance was driven by a combination of established and newer ETP listings, including SUI, DOGE, and TAO. Key contributors include:

 

●

VALOUR SUI SEK: C$16,843,176 (US$11,981,715)

 

●

VALOUR XRP 0: C$9,723,930 (US$6,917,304)

 

●

VALOUR ADA: C$6,723,301 (US$4,782,749)

 

●

VALOUR DOGE: C$3,970,692 (US$2,824,628)

 

●

VALOUR TAO: C$3,772,746 (US$2,683,815)

 

These inflows highlight Valour’s leadership in providing access to diverse digital assets.

 

 

 

Valour’s Top ETPs by AUM:

 

●

VALOUR SOL SEK: C$566,689,976 (US$403,125,739)

 

●

VALOUR BTC 0: C$335,846,832 (US$238,911,059)

 

●

VALOUR ADA: C$103,593,335 (US$73,693,098)

 

●

VALOUR ETH 0: C$93,997,422 (US$66,866,862)

 

●

VALOUR AVAX: C$36,718,364 (US$26,120,310)

 

●

VALOUR XRP: C$35,414,657 (US$25,192,893)

 

●

VALOUR SUI: C$34,316,439 (US$24,411,655)

 

●

VALOUR DOT: C$30,448,997 (US$21,660,476)

 

Strong Financial Position

 

As of November 30, 2024, the Company maintains a strong financial position:

 

Cash and USDT Balance: Approximately C$17 million (US$12.1 million), a 32% increase from the previous month.

 

Loans Payable: Approximately C$8.3 million (US$6 million), unchanged from the previous month.

 

Digital Asset Treasury: The Company expanded its digital asset treasury in November, purchasing and holding the following assets:

 

	●	208.8 BTC

	●	121 ETH

	●	586,683 ADA

	●	126,616 DOT

	●	14,375 SOL

	●	490.5 UNI

	●	433,322 AVAX

●

2,787,703 CORE

 

These holdings are valued at approximately C$67.8 million (US$48.4 million), representing a 56% month-over-month increase.

 

 

 

DeFi Alpha Strategy

 

The Company is assessing multiple arbitrage opportunities, having generated C$113.8 million (US$83.4 million) in Q2 and C$20.6 million (US$14.7 million) in Q3 with zero losses to date. This strategy has strengthened the Company’s financial position, enabling debt repayment and supporting the deployment of a digital asset treasury strategy.

 

Recent Strategic Developments from November include:

 

DeFi Technologies’ Subsidiary Valour Launches First Dogecoin (DOGE) ETP in the Nordics on Spotlight Stock Market

 

Valour launched the Valour Dogecoin (DOGE) SEK ETP (ISIN: CH1108679320) on Sweden’s Spotlight Stock Market, marking the first Dogecoin ETP in the Nordics. This innovative product provides Nordic investors with exposure to Dogecoin, the 7th largest digital asset globally, with a market capitalization of approximately $59.5 billion. Created as a lighthearted alternative to Bitcoin, Dogecoin has evolved into a widely recognized cryptocurrency, powered by a decentralized proof-of-work blockchain and supported by a strong community. The Valour Dogecoin ETP underscores Valour’s commitment to expanding access to diverse digital assets, aligning with its strategy to address shifting investor preferences in a rapidly evolving financial landscape. By introducing this product, Valour continues to solidify its position as a leader in innovative digital asset investment solutions.

 

DeFi Technologies’ Subsidiary Valour Signs MOU with SovFi and AsiaNext to Expand ETP Offerings Across APAC

 

Valour signed a Memorandum of Understanding with AsiaNext and SovFi to expand its digital asset ETPs across the APAC region. Leveraging AsiaNext’s Singapore-licensed securities exchange and SovFi’s liquidity expertise, Valour aims to enhance institutional access to regulated digital asset investments. This strategic partnership is a key milestone in Valour’s global expansion plan, targeting high-growth markets in APAC, the Middle East, and Africa. With plans to launch 20 new ETPs in the coming weeks, including innovative products like Bitcoin staking and crypto index-based ETPs, Valour is well-positioned to capitalize on the growing demand for digital assets via ETPs. This collaboration reinforces Valour’s leadership in the evolving digital asset space while strengthening AsiaNext’s position as a premier multi-asset exchange bridging Asia and Europe.

 

DeFi Technologies Launches CoreFi Strategy to Amplify Bitcoin Returns Using CORE

 

DeFi Technologies introduced CoreFi Strategy, a MicroStrategy-inspired approach designed to enhance Bitcoin returns through leveraged, regulated exposure to Bitcoin and CORE, the native asset of the Core blockchain. This innovative strategy will offer investors high-beta exposure to Bitcoin and BTCfi, combining yield generation with growth potential. Built on the Core blockchain, which aligns with Bitcoin, the strategy integrates Non-Custodial Staking and Dual Staking mechanisms, supported by significant Bitcoin mining activity. CoreFi fosters sustainable Bitcoin yields and increases utility within a high-upside Bitcoin ecosystem, creating a powerful avenue for investors to maximize their Bitcoin-related returns.

 

 

 

DeFi Technologies Announces Launch of SolFi Technologies to Expand Shareholder Exposure to the Solana (SOL) Ecosystem

 

DeFi Technologies announced the launch of SolFi Technologies, a spinout company dedicated to providing investors with direct exposure to the Solana blockchain ecosystem. SolFi Technologies focuses on proprietary trading, validator node operations, and strategic ecosystem investments to optimize yields on Solana (SOL). By leveraging proprietary algorithms, innovative financing strategies, and a battle-tested Maximum Extractable Value (MEV) engine the company aims to generate superior cash flows and higher staking yields compared to third-party providers. Additionally, SolFi is incubating and pursuing strategic acquisitions of operating companies to enhance its Solana treasury strategy, accelerate token acquisition, and boost staking revenues, with the potential to reinvest or distribute these profits as shareholder dividends.

 

DeFi Technologies Subsidiary Valour Launches World’s First Yield-Bearing Bitcoin (1VBS) ETP for German Investors on Xetra

 

Valour introduced the 1Valour Bitcoin Physical Staking (1VBS) ETP on Frankfurt Börse Xetra, in collaboration with Core Foundation. This groundbreaking product offers German investors exposure to Bitcoin with an initial fixed yield of 1.40% and a 0.9% management fee. Built on the Core blockchain, which combines Bitcoin’s security with Ethereum Virtual Machine (EVM) compatibility and the innovative Satoshi Plus consensus mechanism, the ETP enhances scalability and performance. By delegating Bitcoin to Core validators, 1VBS ensures custodial control while delivering yield, eliminating the need for investors to manage their own validators. The yield is reflected daily in the Digital Asset Entitlement and Net Asset Value (NAV), providing a simple and secure way to earn yield on Bitcoin investments.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF). For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the growth of AUM; digital asset treasury strategy of the Company; expansion of digital asset ETPs; the development and launch of CoreFi Technologies and SolFi Technologies; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.180

 

DeFi Technologies Signs Letter of Intent to Acquire Minority Stake in Swiss Asset Management Firm Neuronomics AG

 

●	DeFi Technologies Signs LOI for 10% Stake in Neuronomics AG: DeFi Technologies will acquire a minority stake in Neuronomics AG, a Swiss asset management firm specializing in AI-driven quantitative trading strategies.

●	Strategic Expansion in Asset Management and Trading: This acquisition strengthens DeFi Technologies’ asset management and trading capabilities, diversifying revenue streams while complementing DeFi Alpha, the Company’s specialized arbitrage trading desk.

●

Technological Innovation and Performance Excellence: Neuronomics utilizes advanced AI-driven quantitative strategies that have delivered exceptional risk-adjusted performance. By significantly outperforming benchmarks, Neuronomics positions DeFi Technologies for continued growth in the asset management sector and the wider cryptocurrency market.

 

Toronto - December 10, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce the acquisition of a minority stake in Neuronomics AG (“Neuronomics”), a Swiss asset management firm specializing in quantitative trading strategies powered by artificial intelligence, computational neuroscience, and quantitative finance.

 

Under the terms of the LOI, DeFi Technologies will increase its stake in Neuronomics by subscribing for 10% of the issued and outstanding securities of Neuronomics (the “Investment”). This strategic investment aligns with DeFi Technologies’ goals of expanding its presence in the asset management space, leveraging Neuronomics’ technological innovations and market expertise. DeFi Technologies had previously acquired a toe-hold investment in Neuronomics.

 

Strategic Acquisition to Expand Capabilities

 

Neuronomics, founded in Switzerland, has established itself as a leader in asset management by developing advanced quantitative trading strategies based on artificial intelligence (“AI”) and computational neuroscience. The firm holds an asset management license from the Swiss Financial Market Supervisory Authority (“FINMA”), enabling it to manage and administer financial assets on behalf of clients. Neuronomics’ research-driven approach focuses on two key areas: AI and Computational Neuroscience in Finance.

 

Artificial Intelligence in Finance

 

Neuronomics has pioneered the application of advanced AI models in financial settings, delivering high risk-adjusted returns. The firm’s proprietary AI models combine multiple algorithms to enhance predictive accuracy and reduce model overfitting. Their thermodynamics-based portfolio weighting approach translates AI model outputs into portfolio allocations, optimizing asset distribution to maximize returns while managing risk. Additionally, Neuronomics is at the forefront of customizing Large Language Models (“LLMs”) for predicting asset price developments based on real-time market news. This capability positions Neuronomics to identify emerging investment narratives well ahead of competitors, offering a distinct edge in the market).

 

 

Computational Neuroscience in Finance

 

Neuronomics also explores how human cognitive biases and emotional responses shape financial behavior, uncovering market inefficiencies that traditional strategies often overlook. Through computational neuroscience, Neuronomics models the neuronal processes of traders, identifying predictable market behaviors that result from overreactions or emotional trading. This approach has been particularly successful in the cryptocurrency market, which is highly influenced by emotional decision-making. Since launching their neurofinance-based crypto strategy in July 2020, Neuronomics has consistently delivered high risk-adjusted returns with minimal correlation to traditional markets

 

Technological Innovation and Performance Excellence

 

Neuronomics leverages cutting-edge AI technology to offer high risk-adjusted returns in the cryptocurrency market. Their latest developed AI-powered quantitative strategy has demonstrated exceptional performance, with forward-testing analysis showing annual returns of 80% and significantly reduced drawdowns and volatility compared to passive market exposure. The AI-driven model removes human bias, enhances consistency, and dynamically adapts to evolving market conditions, ensuring sustained performance even in volatile markets.

 

These strategies are built on a diversified, long-only crypto portfolio, rebalanced weekly based on advanced AI models that identify market inefficiencies such as momentum and reversal opportunities. The AI-driven approach has consistently outperformed benchmarks like the CCi30 index, achieving a Sharpe Ratio greater than 1, underscoring its superior risk-adjusted returns. Neuronomics’ expertise in AI-driven strategies will significantly enhance DeFi Technologies’ capabilities, especially as a complement to DeFi Alpha, its specialized arbitrage trading desk, which focuses on identifying and capitalizing on low-risk opportunities within the cryptocurrency market.

 

 

 

 

Background on Management

 

	●	Dr. Lorric Ziegler, Partner, brings a strong background in AI and computational neuroscience, with a PhD from EPFL and experience in machine learning and AI applications at prominent Swiss investment firms. Since joining Neuronomics in 2021, Dr. Ziegler has optimized the firm’s IT, asset management, and risk management processes.

	●	Dr. Michael Kometer, Co-Founder and Board Member, holds a PhD from the University of Zurich and is an expert in algorithmic trading and emotional decision-making in finance. His research has been widely cited, and his work integrates neuroscience, AI, and finance to develop cutting-edge investment strategies.

	●	Patrick Schuppli, Partner, manages business operations and relationships at Neuronomics. With a Master’s in Business and Economics from the University of Basel, his expertise in commodity trading and blockchain-based projects has been pivotal in driving business growth.

●

Gilles Ramstein, AI Scientist, specializes in machine learning and data science. His innovative work in automating financial processes and developing AI-driven strategies has significantly enhanced the firm’s predictive models.

 

Executive Comments

 

Olivier Roussy Newton, Chief Executive Officer of DeFi Technologies, commented: “This strategic investment marks an exciting step for DeFi Technologies as we expand our presence in both asset management and trading. We have been a shareholder and partner of Neuronomics since 2023, and can see how Neuronomics’ AI-driven quantitative trading strategies perfectly complement our existing capabilities and align with our broader goals. The Investment will deepen the relationship between Neuronomics and DeFi Technologies and will not only enhance our expertise in the trading sector but also diversifies our revenue streams, especially through DeFi Alpha—our specialized arbitrage trading desk that focuses on low-risk opportunities in the cryptocurrency market. By integrating Neuronomics’ cutting-edge strategies, we will strengthen our ability to deliver consistent, market-neutral returns while further advancing our position in both traditional and decentralized finance.”

 

Michael Kometer, Co-Founder of Neuronomics, added: “Partnering with DeFi Technologies presents a unique opportunity to scale our operations and continue driving innovation in quantitative trading. We believe this collaboration will bring tremendous value to our clients as we integrate Neuronomics’ solutions into DeFi Technologies’ comprehensive ecosystem.”

 

 

Closing and Next Steps

 

The Investment will be subject to customary conditions and regulatory approvals.

 

About Neuronomics AG

 

Neuronomics AG is a Swiss asset management firm specializing in AI-powered quantitative trading strategies. By integrating artificial intelligence, computational neuroscience and quantitative finance, Neuronomics delivers cutting-edge solutions that drive superior risk-adjusted performance in financial markets. For more information please visit https://www.neuronomics.com/

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that provide retail and institutional investors with simple and secure access to digital assets through their traditional bank accounts. Valour’s fully hedged digital asset ETPs feature low to zero management fees and are listed on various European exchanges, banks, and broker platforms. Valour operates as part of the asset management business line of DeFi Technologies Inc.

 

For more information about Valour, to subscribe, or to receive updates, visit valour.com

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to statements regarding the closing of the Investment; the business and growth opportunities of Neuronomics; synergies realized from the Investment; ability of DeFi Technologies to utilize Neuronomic’s trading strategies; the regulatory environment with respect to the growth and adoption of decentralized finance and digital assets; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited to the growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.181

 

Valour Announces the Mega Launch of 20 New Digital Asset ETPs on Spotlight Stock Market

 

●

Landmark Launch: Valour has launched 20 new digital asset ETPs simultaneously on the Spotlight Stock Market, marking the largest single-day ETP launch in Valour’s history and expanding its portfolio to over 60 ETPs listed across European exchanges.

 

●

Innovative Digital Asset Access: The new ETPs provide investors with secure, regulated exposure to a diverse array of cutting-edge blockchain technologies, supporting Valour’s mission to bridge traditional finance with the decentralized future.

 

●

Ambitious Growth Goals: Valour aims to expand its product offerings to 100 ETPs by the end of 2025, reinforcing its position as a leader in democratizing access to digital assets through traditional exchanges.

 

Toronto, Canada, December 12, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a crypto-native technology company at the forefront of merging traditional capital markets with decentralized finance (“DeFi”), proudly announces that its subsidiary Valour Inc. and Valour Digital Securities Limited (together, “Valour”), a leading issuer of exchange-traded products (“ETPs”) providing simplified access to digital assets, has simultaneously launched 20 new ETPs on the Spotlight Stock Market. This significant expansion provides investors with diversified exposure to a broad spectrum of innovative digital assets.

 

With this landmark launch of 20 new ETPs, Valour is solidifying its position as a leader in regulated digital asset access. This milestone—the largest single-day launch in Valour’s history—demonstrates our commitment to democratizing access to digital assets on traditional exchanges. By expanding its product lineup to include a diverse range of innovative digital assets, we are opening the door for investors to participate in this rapidly evolving market. Following this launch, Valour will boast an impressive portfolio of more than 60 ETPs listed across various European exchanges, with several of them representing world premieres in their respective categories. Having met the ambitious goal of significantly increasing its ETP offerings to more than 50 by year-end, Valournow set its sights on an even loftier target: 100 ETPs by the close of 2025. Valour’s focus remains steadfast on providing secure, regulated, and accessible pathways for digital asset investment.

 

Johan Wattenström, Co-Founder of Valour, declared: “This landmark launch of 20 new ETPs represents a pivotal moment for Valour and the digital asset industry. By simultaneously introducing such a diverse range of innovative products, we are not merely expanding our portfolio—we are offering investors access to the forefront of blockchain technology. With more than 60 ETPs now listed across European exchanges, including several world-first offerings, we are fulfilling our mission to bridge traditional finance with the decentralized future. This milestone paves the way for our ambitious goal of reaching 100 ETPs by the end of 2025, underscoring our dedication to providing secure, regulated, and accessible pathways for digital asset investment. We are not just keeping pace with the rapidly evolving crypto market; we are leading the charge in bringing these opportunities to investors through regulated products on traditional exchanges.”

 

 

Olivier Roussy Newton, CEO of DeFi Technologies and Co-founder of Valour, added: “This launch by Valour represents a watershed moment for DeFi Technologies and the entire digital asset ecosystem. We’re not just expanding our offerings—we’re fundamentally reshaping how traditional investors can engage with cutting-edge blockchain technology. Valour’s achievement, underscores our group’s commitment to bridging the gap between conventional finance and the decentralized future. As we set our ambitions for 2025, DeFi Technologies is solidifying its position as a vanguard in the industry, driving access to digital assets through regulated, secure, and accessible products. This milestone launch is a testament to our team’s expertise and our unwavering dedication to empowering investors with the tools they need to participate in the financial revolution of Web3 and DeFi.”

 

List of Newly Launched ETPs:

 

1.

Valour Sei (SEI) ETP (ISIN: CH1108679247)

 

○

Sei (SEI): Valour Sei (SEI) SEK is an ETP that tracks the price of SEI, the native cryptocurrency of the Sei blockchain. Designed as a high-performance Layer 1 blockchain, Sei is optimized for trading, offering unmatched speed, scalability, and reliability. Its innovative architecture empowers decentralized exchanges (“DEXs”) and DeFi applications with instant finality and low transaction costs, making it an ideal platform for financial applications. With a growing ecosystem and a focus on empowering developers and users, Sei is positioned as a key player in the evolution of decentralized trading and Web3 infrastructure. SEI holders can actively participate in the network’s governance, staking, and ecosystem growth, contributing to a dynamic and forward-thinking blockchain community.

 

	○	Market Cap: $2.21B

○

Global Rank: 59

 

2.

Valour Worldcoin (WLD) ETP (ISIN: CH1108679254)

 

○

Worldcoin (WLD): Valour Worldcoin (WLD) SEK is an ETP tracking WLD, the native cryptocurrency of the Worldcoin ecosystem. Worldcoin combines biometric technology with blockchain to enable secure, privacy-focused identity verification and promote universal financial access. Designed for global inclusivity, it supports initiatives like universal basic income and fosters equitable participation in digital economies. WLD holders contribute to a vision of accessible and decentralized finance, driving a more inclusive global community.

 

○

Market Cap: $2.14B

 

○

Global Rank: 61

 

3.

Valour Aptos (APT) ETP (ISIN: CH1108679262)

 

○

Aptos (APT): Valour Aptos (APT) SEK is an ETP tracking APT, the native cryptocurrency of the Aptos blockchain. Aptos is a next-generation Layer 1 blockchain designed for scalability, reliability, and security, offering a seamless experience for decentralized applications (“dApps”). Powered by its innovative Move programming language, Aptos enables fast transactions and a developer-friendly ecosystem. Focused on advancing Web3 usability and adoption, Aptos provides robust infrastructure for NFTs, DeFi, and beyond. APT holders can participate in staking, governance, and ecosystem growth, contributing to a blockchain built for performance and a thriving digital future.

 

 

○

Market Cap: 6.2B

 

○

Global Rank: 25

 

4.

Valour ASI (FET) ETP (ISIN: CH1108679270)

 

○

ASI (FET): Valour ASI (FET) SEK is an ETP tracking FET, the native token of the Fetch.ai ecosystem. Fetch.ai combines AI and blockchain to create autonomous agents that optimize systems across industries like supply chain, finance, and mobility. The FET token enables smart contract execution, staking, and governance, driving the network’s AI-powered capabilities. As part of a recent merge of three decentralized AI platforms: Fetch.ai, SingularityNET, and Ocean Protocol, FET evolved to unify utility across applications, streamlining its use for enhanced interoperability and scalability. FET holders contribute to advancing decentralized AI solutions for a smarter, more efficient digital economy.

 

○

Market Cap: $4.1B

 

○

Global Rank: 36

 

5.

Valour Render (RENDER) ETP (ISIN: CH1108679288)

 

○

Render (RENDER): Valour Render (RENDER) SEK is an ETP tracking RENDER, the native cryptocurrency of the Render Network. Render leverages blockchain technology to decentralize GPU-based rendering, providing creators with cost-effective and scalable access to computational power for visual effects, gaming, and design. Designed to empower digital creativity, the Render Network connects users seeking rendering services with GPU owners, optimizing resources and reducing costs. RENDER tokens are used for payment and incentivizing participants in the network, enabling seamless collaboration across the creative ecosystem. RENDER holders support a vision of decentralized computing, fostering innovation and accessibility in the digital arts and entertainment industries.

 

○

Market Cap: $4.6B

 

○

Global Rank: 30

 

6.

Valour Aerodrome Finance (AERO) ETP (ISIN: CH1108679296)

 

○

Aerodrome Finance (AERO): Valour Aerodrome (AERO) SEK is an ETP tracking AERO, the native token of Aerodrome Finance on the Base network. Base, a Layer 2 blockchain by Coinbase, is designed for scalability and low-cost transactions. Aerodrome is a next-gen automated market maker (AMM) designed for efficient token swaps and liquidity provision. AERO tokens serve as utility and governance assets, enabling holders to lock them for voting power and rewards from trading fees. By optimizing DeFi operations with a focus on user participation and incentives, Aerodrome fosters a decentralized, community-driven financial ecosystem.

 

 

○

Market Cap: $1.3B

 

○

Global Rank: 87

 

7.

Valour Arweave (AR) ETP (ISIN: CH1108679304)

 

○

Arweave (AR): Valour Arweave (AR) SEK is an ETP tracking AR, the native token of the Arweave network. Arweave is a decentralized storage protocol designed for permanent data storage at a one-time cost, ensuring information remains accessible indefinitely. Built on its unique blockweave technology, Arweave enables fast, scalable, and low-cost data retrieval. The AR token is used to pay for data storage and incentivize miners who maintain the network. By offering a sustainable solution for preserving digital content, Arweave fosters a community-driven ecosystem that secures history, promotes transparency, and empowers decentralized applications with reliable, permanent storage.

 

○

Market Cap: $1.4B

 

○

Global Rank: 81

 

8.

Valour Injective (INJ) ETP (ISIN: CH1108679312)

 

○

Injective (INJ): Valour Injective (INJ) SEK is an ETP tracking INJ, the native token of the Injective Protocol. Injective is a decentralized blockchain optimized for finance, offering fast, scalable, and interoperable solutions for trading, lending, and other DeFi applications. Built on a Layer 1 architecture, Injective enables fully decentralized order books, perpetual swaps, and cross-chain compatibility. The INJ token powers the ecosystem by facilitating staking, governance, and fee payments. Designed to expand access to financial markets, Injective fosters a user-centric, community-driven platform that supports innovation and inclusivity in decentralized finance.

 

○

Market Cap: $2.7B

 

○

Global Rank: 53

 

9.

Valour Aave (AAVE) ETP (ISIN: CH1108679338)

 

○

Aave (AAVE): Valour Aave (AAVE) SEK is an ETP tracking AAVE, the native token of the Aave protocol. Aave is a DeFi platform enabling users to lend, borrow, and earn interest on digital assets through a secure, non-custodial ecosystem. Powered by smart contracts on Ethereum and other blockchains, Aave offers innovative features like flash loans and variable interest rates. The AAVE token is used for governance, staking, and securing the protocol, allowing holders to influence key decisions and earn rewards. By promoting transparency and accessibility, Aave fosters a robust and inclusive financial ecosystem in the decentralized economy.

 

○

Market Cap: $4B

 

○

Global Rank: 37

 

10.

Valour Pendle (PENDLE) ETP (ISIN: CH1108679346)

 

○

Pendle (PENDLE): Valour Pendle (PENDLE) SEK is an ETP tracking PENDLE, the native token of the Pendle Finance protocol. Pendle is a DeFi platform that enables users to tokenize and trade future yields, providing greater control over yield management. By separating yield-bearing assets into principal and yield components, Pendle allows users to engage in fixed or variable yield strategies. The PENDLE token facilitates governance participation and incentivizes liquidity provision within the ecosystem. Through its innovative approach to yield tokenization, Pendle enhances flexibility and efficiency in DeFi yield optimization.

 

 

○

Market Cap: $952.5B

 

○

Global Rank: 108

 

11.

Valour Fantom (FTM) ETP (ISIN: CH1108679353)

 

○

Fantom (FTM): Valour Fantom (FTM) SEK is anETP tracking FTM, the native token of the Fantom network. Fantom is a high-performance, scalable blockchain platform designed for fast and cost-efficient ddApps and enterprise use cases. Powered by its unique Lachesis consensus mechanism, Fantom enables near-instant transactions with low fees while maintaining high security. The FTM token is used for transaction fees, staking, and governance, allowing holders to influence network decisions and earn rewards. Fantom fosters a robust ecosystem that supports DeFi, NFTs, and a wide range of innovative applications, driving the adoption of efficient blockchain technology.

 

○

Market Cap: $3.2B

 

○

Global Rank: 46

 

12.

Valour Kaspa (KAS) ETP (ISIN: CH1108679379)

 

○

Kaspa (KAS): Valour Kaspa (KAS) SEK is an ETP tracking KAS, the native token of the Kaspa blockchain. Utilizing its GhostDAG protocol, Kaspa processes blocks in parallel, enabling fast transaction finality and high scalability. The KAS token is used for transaction fees and network security through mining. With its efficient and decentralized design, Kaspa supports scalable blockchain applications, empowering developers and users alike.

 

○

Market Cap: $4B

 

○

Global Rank: 38

 

13.

Valour Pyth Network (PYTH) ETP (ISIN: CH1108679387)

 

○

Pyth Network (PYTH): Valour Pyth Network (PYTH) SEK is an ETP tracking PYTH, the native token of the Pyth Network. Pyth is a decentralized oracle delivering real-time, high-fidelity market data directly from top-tier sources to dApps across blockchains. The PYTH token enables governance, allowing holders to stake and vote on protocol decisions. By providing accurate, timely data, Pyth Network enhances the reliability and efficiency of decentralized finance (DeFi) applications.

 

○

Market Cap: $1.5B

 

○

Global Rank: 78

 

14.

Valour Jupiter (JUP) ETP (ISIN: CH1108679395)

 

○

Jupiter (JUP): Valour Jupiter (JUP) SEK is an ETP that tracks JUP, the token used on the Jupiter platform. Jupiter is a tool on the Solana blockchain that helps users get the best prices when swapping tokens by connecting to many DEXs. The JUP token allows users to vote on decisions about how the platform is run and improved. By combining liquidity from different sources and offering user-friendly tools, Jupiter makes decentralized trading on Solana simpler and more efficient.

 

 

○

Market Cap: $1.4B

 

○

Global Rank: 80

 

15.

Valour Lido DAO (LDO) ETP (ISIN: CH1108679403)

 

○

Lido DAO (LDO): Valour Lido DAO (LDO) SEK is an ETP that tracks LDO, the token used by the Lido DAO platform. Lido is a liquid staking protocol that allows users to stake their cryptocurrencies like Ethereum while still having access to liquidity through staked token derivatives. The LDO token gives holders voting rights on decisions about the platform’s operations, including fees and protocol updates. By enabling easy staking and maintaining flexibility with staked tokens, Lido simplifies the staking process and helps users earn rewards while staying active in the DeFi ecosystem.

 

○

Market Cap: $1.6

 

○

Global Rank: 70

 

16.

Valour Wormhole (W) ETP (ISIN: CH1108679411)

 

○

Wormhole (W): Valour Wormhole (W) SEK is an ETP that tracks W, the token used on the Wormhole network. Wormhole is a cross-chain messaging protocol that enables the transfer of assets and information between different blockchains, supporting interoperability across the decentralized ecosystem. The W token is used to support governance and incentivize network participants who maintain and secure the protocol. By connecting multiple blockchains, Wormhole simplifies asset movement and communication, fostering a more interconnected and accessible DeFi environment.

 

○

Market Cap: $858.3M

 

○

Global Rank: 118

 

17.

Valour THORChain (RUNE) ETP (ISIN: CH1108679429)

 

○

THORChain (RUNE): Valour THORChain (RUNE) SEK is an ETP tracking RUNE, the native token of the THORChain protocol. THORChain is a decentralized liquidity network that enables cross-chain swaps, allowing users to trade assets directly between blockchains without the need for centralized exchanges. The RUNE token powers the network by securing liquidity pools, enabling swaps, and participating in governance. RUNE holders can stake tokens to earn rewards and influence protocol decisions. By simplifying asset swaps and maintaining decentralized liquidity, THORChain enhances flexibility and accessibility across the DeFi ecosystem.

 

○

Market Cap: $2.1B

 

○

Global Rank: 62

 

18.

Valour Akash Network (AKT) ETP (ISIN: CH1108679437)

 

○

Akash Network (AKT): Valour Akash (AKT) SEK is an ETP tracking AKT, the native token of the Akash Network. Akash is a decentralized cloud computing platform that connects developers with unused computing resources, offering a cost-effective and scalable alternative to traditional cloud providers. The AKT token is used for payments, staking, and governance, allowing holders to influence decisions about the platform’s operations and growth. By enabling flexible, permissionless access to cloud services, Akash Network supports innovation and decentralization in the digital economy.

 

 

○

Market Cap: $919.6M

 

○

Global Rank: 114

 

19.

Valour Starknet (STRK) ETP (ISIN: CH1108679049)

 

○

Starknet (STRK): Valour StarkNet (STRK) SEK is an exchange-traded product (ETP) tracking STRK, the native token of the StarkNet ecosystem. StarkNet is a decentralized Layer 2 scaling solution for Ethereum, leveraging zero-knowledge rollups (ZK-rollups) to enable fast, low-cost, and secure transactions. The STRK token is used for governance, staking, and paying transaction fees, empowering holders to influence protocol upgrades and ecosystem development. By enhancing Ethereum’s scalability and efficiency, StarkNet supports a wide range of dApps and fosters innovation in the blockchain ecosystem.

 

○

Market Cap: $1.4B

 

○

Global Rank: 86

 

20.

Valour Metis (METIS) ETP (ISIN: CH1108679056)

 

○

Metis (METIS): Valour Metis (METIS) SEK is an exchange-traded product (ETP) tracking METIS, the native token of the Metis Layer 2 platform. Metis is a decentralized scaling solution for Ethereum, utilizing optimistic rollups to enable faster, low-cost transactions and efficient deployment of dApps. The METIS token is used for transaction fees, staking, and governance, allowing holders to vote on protocol decisions and support the network’s growth. By enhancing scalability and simplifying blockchain development, Metis fosters a robust ecosystem for Web3 projects, DeFi, and other decentralized technologies.

 

○

Market Cap: $315.5M

 

○

Global Rank: 247

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that provide retail and institutional investors with simple and secure access to digital assets through their traditional bank accounts. Valour’s fully hedged digital asset ETPs feature low to zero management fees and are listed on various European exchanges, banks, and broker platforms. Valour operates as part of the asset management business line of DeFi Technologies Inc.

 

For more information about Valour, to subscribe, or to receive updates, visit valour.com

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the the listing of the newly launched ETPs; the development and prospects of the underlying digital assets; investor confidence in Valour’s ETPs; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour ETPs by exchanges; growth and development of decentralised finance and cryptocurrency sector; the continued maintenance, development and growth of the digital assets underlying Valour’s ETPs; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton

Chief Executive Officer

ir@defi.tech

(323) 537-7681

 

 

8

 

Exhibit 99.182

 

Valour Digital Securities Limited and The Hashgraph Group (THG) Expand Access to Hedera HBAR ETP with Euronext Listing

 

	●	New Hedera HBAR ETP Launched on Euronext: Valour Digital Securities Limited has introduced a new Hedera HBAR ETP (ISIN: GB00BRC6JM96) on Euronext Amsterdam, expanding access to Hedera’s native token, HBAR, for European investors.

	●	Distinct Offering: This new listing represents the first physically backed Hedera ETP under Valour’s Digital Securities Limited base prospectus, distinct from the previously launched product on Börse Frankfurt, enabling broader market accessibility for institutional and retail investors.

●

Hedera’s Market Leadership: Hedera is an energy-efficient Proof-of-Stake public network, governed by a council of global enterprises such as Google, IBM, Boeing, and Deutsche Telekom. Its native token, HBAR, powers network operations and ranks among the top 20 cryptocurrencies globally with a market capitalization of $11.3 billion as of December 17, 2024.

 

TORONTO, December 18, 2024 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a crypto native technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce that Valour Inc. and Valour Digital Securities Limited (together, “Valour”), a leading issuer of exchange-traded products (“ETPs”) providing simplified access to digital assets, has listed the 1Valour Hedera Physical Staking ETP (ISIN: GB00BRC6JM96) on Euronext Amsterdam under its Valour Digital Securities Limited (“VDSL”) base prospectus.

 

This listing expands the reach of Valour’s innovative Hedera HBAR ETP, providing broader access for European investors seeking exposure to Hedera’s native token, HBAR. In collaboration with The Hashgraph Group (“THG”), the Swiss-based international business, venture capital, and technology company that operates exclusively within the Hedera ecosystem, this pioneering development furthers Valour’s mission to bridge traditional financial markets with cutting-edge decentralized technologies such as Hedera Hashgraph.

 

The Euronext listing marks the first physically backed Hedera product and the first ETP listed on Euronext Amsterdam under VDSL’s base prospectus. This expansion offers investors across key European markets greater opportunities to integrate the eco-friendly, enterprise-grade digital asset into their portfolios via traditional financial exchanges

 

Enhancing Market Accessibility

 

Olivier Roussy Newton, CEO of DeFi Technologies, stated, “The addition of our Hedera HBAR ETP to Euronext exemplifies our commitment to simplifying access to cutting-edge digital assets. This listing broadens opportunities for institutional and retail investors to participate in Hedera’s robust, sustainable network while aligning with the growing demand for transparent and regulated digital asset investments.”

 

 

Elaine Buehler, Head of Product at Valour, further remarked, “This milestone reflects the relentless efforts of our product team to deliver investment solutions that resonate with today’s demand for transparency, security, and sustainability in digital assets. As the first physically backed Hedera product and the first ETP under VDSL’s base prospectus to be listed on Euronext Amsterdam, this achievement underscores our innovation in creating accessible and compliant digital asset investment products. By expanding to Euronext, we are not only enhancing accessibility to Hedera’s groundbreaking technology but also reaffirming Valour’s commitment to bridging traditional finance with the transformative potential of decentralized innovations.”

 

Hedera’s Significance

 

Hedera is a leading decentralized and open-source public network, renowned as the world’s greenest distributed ledger network (DLT) due to its energy-efficient Proof-of-Stake (PoS) consensus mechanism. It is governed by a council of independent global organizations, including Fortune 500 enterprises and prestigious universities. These governing members include major corporations such as Abrdn, Boeing, Dell, Deutsche Telekom, Google, IBM, Standard Bank, and LG Electronics, just to name a few of the 33 Hedera Governing Council members.

 

HBAR, Hedera’s native cryptocurrency, powers network operations, enabling transaction fees and securing the network. With a global market capitalization of $11.3 billion, HBAR ranks among the world’s top 20 cryptocurrencies, making it a significant and sustainable digital asset for institutional and retail investors alike. (CoinMarketCap Dec 17th)

 

Fostering the HBAR Economy with institutional-grade Financial Products. Kamal Youssefi, Co-founder & Executive Chairman of THG commented, “We are thrilled to announce the launch of HBAR ETP and its new listing on Euronext, which streamlines and improves mainstream access to Hedera’s native token for institutional investors. As one of our regulated, structured, and bankable products, the HBAR ETP represents a major milestone towards bridging the gap between traditional finance and HBAR economy. It offers investors across key European markets instruments to include institutional-grade, eco-friendly digital assets into their portfolios via traditional financial exchanges while ensuring security, accessibility, and commercial viability.”

 

Expanding Collaboration with The Hashgraph Group

 

The Hashgraph Group (THG) has played a pivotal role in creating and launching the Hedera HBAR ETP. Stefan Deiss, Co-Founder & CEO of THG, added, “After celebrating the successful listing on the Frankfurt Stock Exchange earlier this year, this latest expansion of the Hedera HBAR ETP to the pan-European Euronext exchange is a significant step towards further advancing institutional-grade investments in bankable digital assets. With our seed funding of USD 5m in the Hedera HBAR ETP, we remain committed to promoting Hedera as an attractive and investable digital asset in the Web3 economy, as Valour continues to set the standard for accessible and compliant investment products.”

 

Continued Leadership in Digital Asset Innovation

 

Valour’s Hedera HBAR ETP empowers investors to integrate the benefits of blockchain technology seamlessly into traditional portfolios. By listing on Euronext, Valour furthers its mission to bridge traditional and decentralized finance, offering products that combine security, accessibility, and sustainability.

 

 

About The Hashgraph Group

 

The Hashgraph Group (THG) is a Swiss-based international business, venture capital, and technology firm that operates exclusively within the Hedera ecosystem, with specialization in venture building and strategic investments aimed at enabling entrepreneurs, enterprises, and governments to adapt and compete in the Web3 economy. THG brings specialist expertise in the design, development, and deployment of enterprise-grade solutions through its Hashgraph for Enterprise™ (H4E) product suite. Licensed and regulated as a venture capital fund manager by the Financial Services Regulatory Authority (FSRA) in Abu Dhabi Global Market (ADGM), THG manages a USD 100m Hashgraph Venture Fund-I and operates multiple government-backed co-investment Web3 Venture Studios around the world. For further information about The Hashgraph Group, visit www.hashgraph-group.com.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that provide retail and institutional investors with simple and secure access to digital assets through their traditional bank accounts. Valour’s fully hedged digital asset ETPs feature low to zero management fees and are listed on various European exchanges, banks, and broker platforms. Valour operates as part of the asset management business line of DeFi Technologies Inc.

 

For more information about Valour, to subscribe, or to receive updates, visit valour.com

 

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the Hedera (HBAR) ETP; Hedera HBAR; development of ETPs; future demand for ETP’s; the regulatory environment with respect to the growth and adoption of decentralised finance; the pursuit by DeFi and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and cryptocurrency sector; rules and regulations with respect to decentralised finance and cryptocurrency; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton
Chief Executive Officer
ir@defi.tech
(323) 537-7681

 

Exhibit 99.183

 

 

DeFi Technologies Provides Monthly Corporate Update: Valour Reports C$1.18 Billion (US$819 Million) AUM, and Record Monthly Net Inflows of C$56 Million (US$38.8 Million) in December 2024

 

●

AUM & Record Monthly Net Inflows: As of December 31, 2024, Valour reported C$1.18 billion (US$819 million) in assets under management (AUM), an 11% decline from the previous month primarily due to a decrease in digital asset price decreases compared to the previous month. Despite this, Valour achieved record net inflows of C$56 million (US$38.8 million) in December, driven by ETPs such as SUI, DOGE, and APT, and the historic rollout of 20 new digital asset ETPs on the Spotlight Stock Market. The December launch, the largest in Valour’s history, expanded its portfolio to over 60 ETPs across European exchanges and reinforced its position as a leading digital asset ETP issuer. Valour ended the year with an impressive 133% year-over-year AUM growth, underscoring the strength of its offerings and strategic execution.

 

●

Strong Financial Position: Valour ended December with a cash and USDT balance of approximately C$22 million (US$15.2 million), reflecting a 25.6% increase from the prior month. Loans payable remained steady at approximately C$8.3 million (US$6 million). The company also bolstered its DOT holdings while maintaining a diversified portfolio of assets, including 208.8 BTC, 121 ETH, 586,683 ADA, 131,616 DOT, 14,375 SOL, 490.5 UNI, 433,322 AVAX, and 1,701,703 CORE tokens. The portfolio’s total value stood at approximately C$58.9 million (US$40.7 million), representing a 16% decrease from the previous month due to a decrease in digital asset prices compared to the previous month.

 

Toronto, Canada, January 6, 2025 - DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralised finance (“DeFi”), is pleased to announce that its subsidiary, Valour Inc., and Valour Digital Securities Limited (together, “Valour”), a leading issuer of exchange traded products (“ETPs”) reports assets under management (“AUM”) of C$1.18 Billion (US$819 Million) as of December 31, 2024. While AUM decreased by 11% compared to the previous month due to digital asset price depreciation, Valour achieved an outstanding 133% AUM growth year-over-year.

 

Net Inflows and Investor Confidence

 

In December, Valour set a new record with C$56 million (US$38.8 million) in monthly net inflows, extending its consistent streak of positive inflows. This milestone was driven by strong investor confidence, increasing demand for Valour’s diverse range of ETPs, and the introduction of 20 new digital asset ETPs on the Spotlight Stock Market. The landmark launch has further solidified Valour’s reputation as a market leader and highlighted its commitment to providing innovative investment opportunities.

 

 

 

Key Products Driving Inflows:

 

The exceptional performance was driven by a combination of established and newer ETP listings, including SUI, DOGE, and APT. Key contributors include:

 

●

VALOUR SUI SEK: C$22,392,496 (US$15,496,591)

 

●

VALOUR XRP SEK: C$7,551,871 (US$5,226,227)

 

●

VALOUR DOGE SEK: C$5,909,581 (US$4,089,690)

 

●

VALOUR APT SEK: C$5,796,484 (US$4,011,422)

 

●

VALOUR ETH SEK: C$5,631,908 (US$3,897,528)

 

●

VALOUR NEAR SEK: C$3,910,847 (US$2,706,478)

 

●

VALOUR TAO SEK: C$3,807,856 (US$2,635,204)

 

●

VALOUR LINK SEK: C$3,800,916 (US$2,630,401)

 

●

VALOUR FTM SEK: C$2,244,909 (US$1,553,576)

 

●

VALOUR HBAR SEK: C$2,23,5077 (US$1,546,772)

 

These inflows highlight Valour’s leadership in providing access to diverse digital assets.

 

Valour’s Top ETPs by AUM:

 

●

Valour SOL: C$425,380,080 (US$294,381,697)

 

●

Valour BTC: C$317,934,504 (US$220,024,640)

 

●

Valour ETH: C$95,796,837 (US$66,295,619)

 

●

Valour ADA: C$82,535,332 (US$57,118,075)

 

●

Valour SUI: C$63,059,935 (US$43,640,245)

 

●

Valour XRP: C$49,217,003 (US$34,060,328)

 

●

Valour AVAX: C$30,989,257 (US$21,445,927)

 

●

Valour DOT: C$24,755,780 (US$17,132,087)

 

Strong Financial Position

 

As of December 31, 2024, the Company maintains a strong financial position:

 

Cash and USDT Balance: Approximately C$22 million (US$15.2 million), a 25.6% increase from the previous month.

 

 

 

Loans Payable: Approximately C$8.3 million (US$6 million), unchanged from the previous month.

 

Digital Asset Treasury: The company increased its DOT holdings, sold a portion of its CORE tokens, and maintained a diversified portfolio of assets:

 

	●	208.8 BTC

	●	121 ETH

	●	586,683 ADA

	●	131,616 DOT

	●	14,375 SOL

	●	490.5 UNI

	●	433,322 AVAX

●

1,707,703 CORE

 

These holdings are valued at approximately C$58.9 million (US$40.7 million), representing a 16% month-over-month decrease due to the sale of CORE tokens and the depreciation of digital asset prices.

 

DeFi Alpha Strategy

 

The Company is assessing multiple arbitrage opportunities, having generated revenues of C$111.5 Million (US$82.0 Million) in Q2 and C$20.6 million (US$14.7 million) in Q3 with zero losses to date. This strategy has strengthened the Company’s financial position, enabling debt repayment and supporting the deployment of a digital asset treasury strategy.

 

Recent Strategic Developments from December include:

 

DeFi Technologies Announces Strategic Investment in Neuronomics AG

 

DeFi Technologies signed a letter of intent to acquire a 10% minority stake in Neuronomics AG, a Swiss asset management firm specializing in AI-driven quantitative trading strategies. This strategic investment enhances DeFi Technologies’ asset management and trading capabilities, diversifies revenue streams, and complements its DeFi Alpha arbitrage trading desk. Leveraging Neuronomics’ advanced AI strategies, which have consistently delivered superior risk-adjusted performance, the partnership positions DeFi Technologies for continued growth in the asset management sector and the broader cryptocurrency market.

 

Valour Announces the Mega Launch of 20 New Digital Asset ETPs on Spotlight Stock Market

 

Valour announced the simultaneous launch of 20 new digital asset ETPs on the Spotlight Stock Market, marking the largest single-day ETP rollout in its history. This milestone expanded Valour’s portfolio to over 60 ETPs listed across European exchanges, providing secure, regulated access to cutting-edge blockchain technologies. With ambitious plans to reach 100 ETPs by the end of 2025, Valour continues to lead in bridging traditional finance with the decentralized future and democratizing access to digital assets.

 

 

 

Valour Digital Securities Limited and The Hashgraph Group (THG) Expand Access to Hedera HBAR ETP with Euronext Listing

 

Valour Digital Securities Limited launched a new Hedera HBAR ETP (ISIN: GB00BRC6JM96) on Euronext Amsterdam, providing European investors with expanded access to Hedera’s native token, HBAR. This is the first physically backed Hedera ETP under Valour’s Digital Securities Limited base prospectus, offering broader accessibility for both institutional and retail investors. Hedera, a leading energy-efficient Proof-of-Stake network governed by global enterprises like Google, IBM, and Deutsche Telekom, boasts a market capitalization of $11.3 billion and ranks among the top 20 cryptocurrencies worldwide.

 

Appointment of New CFO

 

The Company is also pleased to announce that it has appointed Paul Bozoki as its Chief Financial Officer.

 

Mr. Bozoki is a seasoned financial executive with approximately 30 years of accounting, tax and capital markets experience. He has served as a CFO in numerous industries including: private equity, real estate, software, mining and manufacturing, and has extensive international experience working on six continents. He holds CPA designations in both Ontario, Canada, and New Hampshire, USA, and has managed several cross-listed public companies (Canada-USA-Australia). Mr. Bozoki has an MBA from the Richard Ivey School of Business and a Bachelor of Commerce from Queen’s University.

 

Mr. Bozoki’s appointment follows the retirement of Mr. Ryan Ptolemy as former Chief Financial Officer of the Company. Mr. Ptolemy has been with the Company since 2009, and management and the Board of Directors of the Company thank Mr. Ptolemy for his tireless contributions to the Company during his tenure. Mr. Ptolemy has agreed to remain with the Company in the short term to ensure a seamless transition of the Company’s financial matters.

 

About DeFi Technologies

 

DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF) is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance (DeFi). With a dedicated focus on industry-leading Web3 technologies, DeFi Technologies aims to provide widespread investor access to the future of finance. Backed by an esteemed team of experts with extensive experience in financial markets and digital assets, we are committed to revolutionising the way individuals and institutions interact with the evolving financial ecosystem. Follow DeFi Technologies on Linkedin and Twitter, and for more details, visit https://defi.tech/  

 

 

 

About Valour

 

Valour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure way via their traditional bank account. Valour is part of the asset management business line of DeFi Technologies Inc. (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF). For more information about Valour, to subscribe, or to receive updates, visit valour.com.

 

Cautionary note regarding forward-looking information:

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the growth of AUM; digital asset treasury strategy of the Company; expansion of digital asset ETPs; completion of the transaction with Neuronomics; investor interest and confidence in digital assets; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by the Company and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but is not limited the acceptance of Valour exchange traded products by exchanges; growth and development of decentralised finance and digital asset sector; rules and regulations with respect to decentralised finance and digital assets; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

 

THE CBOE CANADA EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

 

# # #

 

For further information, please contact:

 

Olivier Roussy Newton

Chief Executive Officer

ir@defi.tech

(323) 537-7681

 

Exhibit 99.184

 

 

January 17, 2025

 

DeFi Technologies Inc. (formerly Valour Inc.)

65 Queen St W, 9th Floor,

Toronto, ON,

M5H 2M5

 

Re: Auditor Consent for 40-F Filing

 

Dear Mr. Olivier Roussy-Newton, Chairman of the BOD and Mr. Paul Bozoki, CFO:

 

We consent to the use of our report to the shareholders of DeFi Technologies Inc. dated April 1, 2024 on the financial statements of DeFi Technologies Inc., which comprise the consolidated statements of financial position as at December 31, 2023, and the consolidated statements of loss and comprehensive loss, consolidated statements of cash flows and consolidated statements of changes in shareholders equity (deficiency) for the year then ended, and notes to the financial statements, including material accounting policy information, in the Registration Statement on Form 40-F/A, and any amendments thereto, to be filed by DeFi Technologies Inc, with Securities and Exchange Commission on EDGAR on or about January 17, 2025.

 

Yours truly,

 

Signed	“Harpreet Dhawan”
	Harpreet Dhawan CPA, CA
	HDCPA Professional Corporation
	Chartered Professional Accountants
	Licensed Public Accountants

 

www.hdcpa.ca | 647-793-8100

5250 Solar Drive, Suite 206, Mississauga, ON, L4W 0G4

 

Page 1 of 1

 

---