April 23, 2024

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Cronos Group Announces Strategic Expense in PharmaCann,

7 min read

Financial commitment is Predicted to Posture Cronos Group to Benefit from Swift Advancement in the U.S. Hashish Marketplace

PharmaCann is Effectively Positioned in Restricted License States Throughout the Midwest and Northeast

TORONTO and CHICAGO, June 14, 2021 (Globe NEWSWIRE) — Cronos Team Inc. (NASDAQ: CRON) (TSX: CRON) (“Cronos Group”) and PharmaCann Inc. (“PharmaCann”), a person of the greatest vertically integrated cannabis providers in the United States (“U.S.”), nowadays announced that they have entered into an agreement less than which a wholly owned subsidiary of Cronos Team has ordered an possibility (the “Option”) to acquire an about 10.5% ownership stake in PharmaCann (the “Transaction”) on a fully-diluted basis. The Alternative work out will be dependent on several factors, like the status of U.S. federal hashish legalization, as nicely as regulatory approvals, like in the states where PharmaCann operates that may be necessary upon work out.

PharmaCann has a wide geographic footprint in the U.S. and has crafted an efficient, helpful and scalable working design, like six output services and 23 dispensaries operating below the Verilife™ model across 6 minimal license states: New York, Illinois, Ohio, Maryland, Pennsylvania and Massachusetts. PharmaCann continues to devote in its production infrastructure and brand name progress to capitalize on the substantial buyer retail and enterprise-to-business enterprise wholesale chances.

“Our U.S. growth strategy focuses on offering extensive term shareholder benefit by assembling a best-in-class model and mental house portfolio and positioning to deploy our items in the U.S. marketplace by means of investments and possibilities with U.S. leaders who share our eyesight and commitment to responsibly distributing disruptive cannabinoid merchandise that increase people’s life,” stated Kurt Schmidt, President and Chief Govt Officer of Cronos Group. “We had been captivated to PharmaCann as an expense because of their disciplined cash allocation, sturdy monitor-record and persuasive certified producing and retail footprint. Further, we are energized to spouse with PharmaCann mainly because of our shared motivation to elevating products quality and consistency by science and very best in class operations and production.”

“We are happy to announce our strategic alliance with Cronos Group,” reported Brett Novey, Main Government Officer of PharmaCann. “This expense validates our position as a main vertically built-in U.S. cannabis business and highlights our capability to continue on to extend and boost our sturdy asset base. We are psyched to get the job done with Cronos Team as we progress PharmaCann’s mission to boost people’s life as a result of cannabis.”

Transaction Terms

Less than the conditions of the Transaction, whole thought compensated by Cronos Group for the Option was approximately $110.4 million, which was deposited by Cronos Group with a third-social gathering paying agent to be distributed immediately to PharmaCann shareholders. The Selection is subject to selected anti-dilution and other adjustments.

At Cronos Group’s election and subsequent its work out of the Possibility, Cronos Group and PharmaCann will enter into business agreements that would allow each individual celebration to offer you its merchandise as a result of either party’s distribution channels. In addition, at Cronos Group’s election and next its work out of the Selection, Cronos Team and PharmaCann will enter into an trader legal rights agreement that would provide Cronos Group with selected governance rights, these kinds of as a board seat or board observer issue to specific disorders, and a registration rights settlement that would provide Cronos Group with customary registration rights of PharmaCann common stock.

Michael Gorenstein, Government Chairman of Cronos Team, and Jason Adler, a director of Cronos Group, each keep an indirect fascination in PharmaCann by way of their curiosity in a fund affiliated with Gotham Inexperienced Partners, which is a stockholder of PharmaCann. A exclusive committee composed solely of independent directors of Cronos Group was formed to examine and make recommendations to the Board of Administrators of Cronos Team with regard to the Transaction and other possibilities in the U.S.  

The Transaction has been accepted by the PharmaCann Board of Directors and the requisite PharmaCann shareholders and permitted by the Cronos Team Board of Directors (other than Mr. Gorenstein and Mr. Adler) following the unanimous suggestion of the unique committee of unbiased directors.

Cowen served as monetary advisor to the specific committee of impartial administrators of Cronos Group and Sullivan & Cromwell LLP and McGuireWoods LLP served as lawful advisors to Cronos Group. Perella Weinberg Companions LP served as monetary advisor to Altria Group, Inc.

Canaccord Genuity Corp. served as monetary advisor and Fox Rothschild LLP served as legal advisor to PharmaCann.

About Cronos Group
Cronos Team is an ground breaking world wide cannabinoid business with worldwide manufacturing and distribution throughout 5 continents. Cronos Team is dedicated to making disruptive mental assets by advancing hashish research, technologies and item advancement. With a enthusiasm to responsibly elevate the consumer practical experience, Cronos Group is constructing an legendary model portfolio. Cronos Group’s portfolio incorporates PEACE NATURALS™, a worldwide wellness system, two adult-use makes, COVE™ and Spinach™, and a few U.S. hemp-derived CBD manufacturers, Lord Jones™, Satisfied Dance™ and PEACE+™. For far more information and facts about Cronos Team and its makes, you should stop by: thecronosgroup.com.

About PharmaCann
PharmaCann is one of the nation’s premier privately held and vertically built-in hashish firms, giving harmless, trusted, and significant-excellent hashish items to people in each the professional medical and grownup-use markets. The PharmaCann geographic footprint consists of PharmaCann dispensaries and cultivation and processing operations in six states. For more data about PharmaCann, make sure you check out: PharmaCann.com.

Ahead-seeking Statements
This push release could contain info that may possibly constitute “forward-wanting information” or “forward-wanting statements” within just the meaning of applicable Canadian and U.S. securities legal guidelines (collectively, “Forward-wanting Statements”). All information contained herein that is not obviously historical in nature or that necessarily relies upon on upcoming or subsequent situations may perhaps represent Forward-wanting Statements. In some cases, Forward-wanting Statements can be discovered by the use of ahead-looking terminology these kinds of as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the destructive of these terms, or other related words and phrases, expressions or phrases meant to recognize Forward-on the lookout Statements. Some of the Ahead-looking Statements contained in this press release include things like Cronos Group’s intention to construct an international legendary brand portfolio and acquire disruptive intellectual residence. Forward-on the lookout Statements are necessarily primarily based on a variety of estimates and assumptions that, while regarded as sensible by administration, are inherently subject matter to significant enterprise, economic and aggressive pitfalls, monetary success, benefits, efficiency or achievements expressed or implied by those Forward-wanting Statements. Precise effects may possibly vary materially from recent anticipations mainly because of dangers associated with, among the other factors: (i) uncertainties as to Cronos Group’s thing to consider and/or potential to exercise the Selection, such as the standing and upcoming progress of federal legalization of cannabis in the U.S. (ii) uncertainties as to Cronos Group’s predicted positive aspects of the Transaction and assumptions as to the timing of work out of the Alternative (iii) alternatives that the a variety of situations to Cronos Group’s physical exercise of the Selection might not be satisfied, which include, without limitation, the condition regulatory approvals that could be essential prior to the work out of the Selection and the probability that a governmental entity may prohibit, delay or refuse to grant any point out regulatory approval in connection with the exercise of the Alternative (iv) modifications in U.S. federal legal guidelines concerning the cultivation, distribution or possession of cannabis, together with, without the need of limitation, the Controlled Substances Act of the U.S. (v) assuming all conditions to exercising the Possibility are content, choices that the work out of the Alternative may well entail unforeseen fees (vi) alternatives that the sector in which PharmaCann and its subsidiaries operates may be subject matter to upcoming hazards, like regulatory and license threats (vii) reaction of employees, customers, suppliers, company associates, regulators, marketplaces and the public to the announcement of the Transaction and if applicable, in relationship with training of the Choice and (viii) other anticipations and assumptions relating to the transactions contemplated in between Cronos Group and PharmaCann. Even though the list of things presented listed here is consultant, no checklist must be regarded a assertion of all potential dangers, uncertainties or assumptions that could have a substance adverse result on Cronos Group’s consolidated economical problem or effects of functions. Buyers are cautioned that Ahead-searching Statements are matter to different threats and uncertainties, a lot of of which are difficult to predict and normally further than the handle of Cronos Team, that could induce true effects and developments to differ materially from those expressed in, or implied or projected by, the Forward-searching Statements. Forward-wanting Statements are not ensures of long term overall performance and include identified and mysterious risks, uncertainties and other variables, like those discussed in Cronos Group’s Once-a-year Report on Form 10-K for the yr finished December 31, 2020, and Cronos Group’s Quarterly Report on Sort 10-Q for the interval ended March 31, 2021, equally of which have been submitted on SEDAR and EDGAR and can be accessed at www.sedar.com and www.sec.gov/edgar, respectively. Any Forward-on the lookout Assertion integrated in this push launch is built as of the date of this press release and, besides as essential by legislation, Cronos Group disclaims any obligation to update or revise any Forward-on the lookout Statement. Viewers are cautioned not to place undue reliance on any Forward-looking Assertion.

For additional facts, you should get hold of:

Cronos Group
Shayne Laidlaw
Trader Relations
Tel: (416) 504-0004
[email protected]

PharmaCann
Beth Coronelli
Trader Relations
Tel: 312-667-6260 ext. 322019
[email protected]

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