Cronos Group closes $15M private placement

News Release

Cronos Announces Closing of Non-Brokered Private Placement

TORONTO, Sept. 26, 2017 /CNW/ – Cronos Group Inc. (TSX-V: MJN) (OTC – Nasdaq International Designation: PRMCF) (“Cronos Group” or the “Company”) is pleased to announce the closing of its non-brokered private placement of approximately 6,666,667 common shares at a price of CAD$2.25 per share, following an upsizing from 4,444,444 common shares after increased investor demand (the “Offering”). The issuance by the Company for the Offering results in total gross proceeds of approximately CAD$15,000,000. The net proceeds from the Offering will primarily be used for working capital and general corporate purposes and to fund the continued expansion of the Company’s production capacity.

“We are extremely fortunate to have investors that share our vision and are focused on the long term. Our strategic capital partners add intangible value that doesn’t show up on the balance sheet,” said Mike Gorenstein, CEO of Cronos.

William Hilson, Chief Financial Officer of the Company and an insider as defined in Policy 1.1 of the TSX‑V, subscribed for 17,567 common shares (the “Insider Shares”) in the Offering. Such subscription constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX-V (the “Related Party Transaction”). In connection with the Related Party Transaction, the Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada. Additionally, the Company is exempt from the minority shareholder approval requirement under MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as neither the fair market value of the Insider Shares nor the fair market value of the consideration therefor exceeds 25% of the Company’s market capitalization. Members of the Board of Directors of the Company unanimously approved the issuance of the Insider Shares and the Related Party Transaction. The Company did not file a material change report 21 days prior to its completion as the details of the participation of insiders of the Company in the Offering had not been confirmed at that time.

All securities issued in connection with the Offering are subject to a regulatory hold period of four months and a day in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws, and such further restrictions as may apply under foreign securities laws. Completion of the financing is subject to final approval of the TSX Venture Exchange.

About Cronos Group

Cronos Group is a geographically diversified and vertically integrated cannabis company that operates two wholly-owned Licensed Producers (“LPs”) regulated within Health Canada’s Access to Cannabis for Medical Purposes Regulations (the “ACMPR”) and holds a portfolio of minority investments in other Licensed Producers. The Company’s flagship LPs, Peace Naturals Project Inc. (Ontario) and In The Zone Produce Ltd. (British Columbia), are collectively situated on over 125 acres of agricultural, licensed land. Cronos Group is focused on building an international iconic brand portfolio, providing patients with compassionate and personalized care, and creating value for our shareholders.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE Cronos Group Inc.

For further information: Michael Krestell, Investor & Media Relations, TEL: 647-274-3655, E-mail: