Annual Information Form
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Annual Information Form For the year ended December 31, 2017 Dated March 11, 2019 TABLE OF CONTENTS GENERAL ................................................................................................................................................................. 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ............................. 1 MARKET DATA AND INDUSTRY FORECASTS ............................................................................................... 2 CORPORATE STRUCTURE .................................................................................................................................. 2 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................. 2 DESCRIPTION OF THE BUSINESS ................................................................................................................... 10 RISK FACTORS ..................................................................................................................................................... 58 DIVIDENDS AND DISTRIBUTIONS ................................................................................................................... 84 DESCRIPTION OF CAPITAL STRUCTURE..................................................................................................... 84 MARKET FOR SECURITIES ............................................................................................................................. 102 CONSOLIDATED CAPITALIZATION ............................................................................................................. 102 ESCROWED SECURITIES ................................................................................................................................. 104 DIRECTORS AND EXECUTIVE OFFICERS .................................................................................................. 104 PROMOTERS ....................................................................................................................................................... 110 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ........................................................................... 110 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS................................ 110 TRANSFER AGENT AND REGISTRAR .......................................................................................................... 110 MATERIAL CONTRACTS ................................................................................................................................. 110 INTERESTS OF EXPERTS ................................................................................................................................. 111 ADDITIONAL INFORMATION ......................................................................................................................... 111 GLOSSARY ........................................................................................................................................................... 118 GENERAL Reference is made to the audited consolidated financial statements (the "Financial Statements"), together with the auditors' report thereon, and management's discussion and analysis (the "MD&A") for Cresco Labs Inc. (the "Company ") for the financial year ended December 31, 2017. Additional financial information is provided in the Financial Statements and MD&A, which are available for review under the Company's profile on SEDAR at www.sedar.com. Unless otherwise noted herein, information in this annual information form (the "AIF") applies to the business activities and operations of the Company for the year ended December 31, 2017, as updated to March 11, 2019, unless otherwise indicated. Unless otherwise indicated, references to "$" are to U.S. dollars. All references in this AIF to the Company also include references to all subsidiaries of the Company as applicable, unless the context requires otherwise. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This AIF includes "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws. All information, other than statements of historical facts, included in this AIF that address activities, events or developments that the Company expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, among others, information regarding: expectations for the effects of the Business Combination, statements relating to the business and future activities of, and developments related to, the Company after the date of this AIF, including but not limited to, such things as future business strategy, competitive strengths, goals, expansion and growth of the Company's business, operations and plans, including new revenue streams, the completion of contemplated acquisitions by the Company, the application for additional licenses and the grant of licenses that have been applied for, the expansion of existing cultivation and production facilities, the completion of cultivation and production facilities that are under construction, the construction of additional cultivation and production facilities, the expansion into additional States within the United States, international markets and Canada, any potential future legalization of adult-use and/or medical marijuana under U.S. federal law; expectations of market size and growth in the United States and the States in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future. The Company’s Shareholders are cautioned that forward-looking information and statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements. Such factors include, among others, risks relating to the founder voting control, risks relating to U.S. federal regulation, the variation in state regulation, risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; risks relating to changes in cannabis laws and regulatory uncertainty; risks relating to legal, regulatory or political change; risks relating to Canadian investors in the U.S. cannabis sector; risks relating to the market price and volatility of the cannabis sector; risks relating to the internal controls of the Company and dilution; risks relating to the global economic condition; risks relating to the value of the Subordinate Voting Shares; tax and insurance related risks; risks relating to the limited operating history of the Company and the reliance on the expertise and judgment of senior management of the Company; risks relating to competition; risks relating to the difficulty in recruiting and retaining management and key personnel and managing growth; risks relating to the unreliability of forecasts; risks relating to the inability to innovate and find efficiencies; website and operational risks; risks relating to the reliance on third- party suppliers, manufacturers and contractors; risks relating to revenue shortfalls; risks relating to the ability to obtain the necessary permits and authorizations; risks relating to potential conflicts of interest; risks related to proprietary intellectual property and potential infringement by third parties; risks relating to the lack of U.S. bankruptcy protection, currency fluctuations and lack of earnings and dividend record; risks relating to anti-money laundering laws and regulation; risks relating to civil asset forfeiture; risks relating to the heightened scrutiny of investments in the U.S.; -2- risks relating to the ability and constraints on marketing products; risks relating to the settlements of trades, access to banks and legality of contracts; risks relating to the unfavourable tax treatment of cannabis businesses in the U.S. and the classification of the Company for U.S. tax purposes; risks relating to the public opinion, consumer acceptance and perception of the cannabis industry; security risks; risks relating to litigation; risks inherent in an agricultural business; risks relating to the Company’s reliance on licenses; risks relating to product liability and product recall; risks relating to regulatory or agency proceedings, investigations and audits; risks relating to the newly established legal regimes; and general economic risks as well as those Risk Factors discussed below. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information and statements will prove to be accurate