CRONOS GROUP INC. ANNUAL INFORMATION FORM For the year ended December 31, 2018 DATED: March 25, 2019 TABLE OF CONTENTS GENERAL MATTERS ............................................................................................................................................... 3 FORWARD LOOKING INFORMATION ............................................................................................................... 3 CORPORATE STRUCTURE .................................................................................................................................... 6 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................... 7 DESCRIPTION OF THE BUSINESS ..................................................................................................................... 13 ALTRIA STRATEGIC INVESTMENT ................................................................................................................. 39 RISK FACTORS ....................................................................................................................................................... 43 DIVIDENDS AND DISTRIBUTIONS ..................................................................................................................... 76 CAPITAL STRUCTURE .......................................................................................................................................... 76 MARKET FOR SECURITIES ................................................................................................................................. 76 PRIOR SALES ........................................................................................................................................................... 78 ESCROWED SECURITIES AND SECURITIES SUBJECT TO RESTRICTION ON TRANSFER .............. 78 DIRECTORS AND OFFICERS ............................................................................................................................... 79 PROMOTERS ........................................................................................................................................................... 88 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................... 88 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.................................... 89 TRANSFER AGENT AND REGISTRAR .............................................................................................................. 90 MATERIAL CONTRACTS ..................................................................................................................................... 90 AUDIT COMMITTEE INFORMATION ............................................................................................................... 91 INTERESTS OF EXPERTS ..................................................................................................................................... 92 ADDITIONAL INFORMATION ............................................................................................................................. 92 SCHEDULE “A” .................................................................................................................................................... 93 2 GENERAL MATTERS Unless otherwise noted or the context indicates otherwise, in this Annual Information Form (this “AIF”) the “Company”, “Cronos Group”, “we”, “us” and “our” refer to Cronos Group Inc., its direct and indirect wholly-owned subsidiaries and, if applicable, its joint ventures and investments accounted for by the equity method, and the term “cannabis” has the meaning given to such term in the Cannabis Act (Canada) (the “Cannabis Act”). All currency amounts in this AIF are stated in Canadian dollars, unless otherwise noted. All references to “dollars” or “$” are to Canadian dollars and all references to “US$” are to United States dollars. All information in this AIF is given as of the date hereof, unless otherwise indicated. FORWARD LOOKING INFORMATION This AIF contains certain information that may constitute forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, “Forward-Looking Statements”), which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. All information contained herein that is not clearly historical in nature may constitute Forward-Looking Statements. In some cases, Forward-Looking Statements can be identified by the use of forward-looking terminology such as “expect,” “likely,” “may,” “will,” “should,” “intend,” “anticipate,” “potential,” “proposed,” “estimate” and other similar words, expressions and phrases, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-Looking Statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of historical fact. Forward-Looking Statements in this AIF include, but are not limited to, statements with respect to: • the performance of the Company’s business and operations; • expectations regarding revenues, expenses and anticipated cash needs; • expectations regarding cash flow, liquidity and sources of funding; • the Company’s international activities and joint venture interests, including required regulatory approvals and licensing, anticipated costs and timing, and expected impact; • the intended expansion of the Company’s facilities, the costs and timing associated therewith and the receipt of approval from Health Canada to increase the maximum production limits and sales from the expanded facilities; • the expected growth in the number of customers using the Company’s cannabis; • the expected growth in the Company’s growing, cultivation and production capacities; • expectations with respect to future production costs; • expectations with respect to future sales and distribution channels, including the ability to secure additional provincial listings; • the expected methods to be used by the Company to distribute and sell cannabis; • the competitive conditions of the industry; 3 • expectations regarding the ongoing impact on the Company of the legalization of cannabis for adult-use in Canada and the Company’s ability to participate in such market; • the legalization of additional cannabis types and forms for adult-use in Canada, including federal, provincial, territorial and municipal regulations pertaining thereto, the related timing and impact thereof and the Company’s intentions to participate in such markets; • the legalization of the use of cannabis for medical or adult-use in jurisdictions outside of Canada, the related timing and impact thereof and the Company’s intentions to participate in such markets outside of Canada, if and when such use is legalized; • laws and regulations and any amendments thereto applicable to the business of the Company and the impact thereof; • the ability of the Company to execute on its strategy and the anticipated benefits of such strategy; • the competitive advantages and business strategies of the Company; • the grant, renewal and impact of any license or supplemental license to conduct activities with cannabis or any amendments thereof; • the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis; • the Company’s future product offerings; • the anticipated future gross margins of the Company’s operations; • expectations regarding capital expenditures; • accounting standards and estimates; • expectations regarding the resolution of litigation and legal proceedings; • expectations regarding the use of proceeds of equity financings, including the proceeds from the Altria Investment (as defined herein); • expectations regarding the potential success of, and the costs and benefits associated with, the Company’s joint ventures and strategic alliances, including the Ginkgo Strategic Partnership (as defined herein); • the anticipated benefits and impact of the Altria Investment; and • the potential exercise of the Altria Warrant (as defined herein), including proceeds to the Company that may result therefrom. Certain of the Forward-Looking Statements contained herein concerning the cannabis industry are based on estimates prepared by Cronos Group using data from publicly available governmental sources, market research, industry analysis and assumptions based on data and knowledge of this industry which Cronos Group believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While Cronos Group is not aware of any misstatement regarding any industry or government data or other information presented herein that is based on such data, the cannabis industry involves risks and uncertainties that are subject to change based on various factors, which factors are described further below. The Forward-Looking Statements contained herein are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including (i) management’s perceptions of historical trends, 4 current conditions and expected future developments; (ii) the Company’s ability to generate cash flow from operations and obtain necessary financing on acceptable