Mr. Mike Gorenstein reports

CRONOS TO ENTER THE NETHERLANDS WITH ACQUISITION OF EUROPE'S LARGEST ADULT-USE CANNABIS COMPANY

Cronos Group Inc.'s wholly owned subsidiary has entered into a definitive share sale and purchase agreement to acquire all of the outstanding shares of CanAdelaar BV, the largest cannabis company operating within the Netherlands' adult-use cannabis pilot program (the Wietexperiment). Under the purchase agreement, the shares of CanAdelaar will be acquired for upfront consideration of 57.5 million euros, or $67.0-million (U.S.), subject to certain customary adjustments, with additional contingent consideration payable in cash based on 0.5 times CanAdelaar's normalized earnings before interest, taxes, depreciation and amortization in 2026 and 2027.

"Our acquisition of CanAdelaar is a financially compelling and highly strategic transaction that will establish a strategic footprint in Europe and enable us to leverage our investments in borderless products," said Mike Gorenstein, chairman, president and chief executive officer of Cronos. "The Netherlands has a deep cannabis heritage, and its coffee shops are known worldwide to have played a foundational role in the evolution of the legal cannabis industry. European expansion is an important area of focus for us, and we were especially intrigued that the Netherlands legislated and established a responsible and well-functioning adult-use cannabis market with the Wietexperiment. We are excited to work with the Dutch government, regulators, coffee shops, adult consumers and all stakeholders to make the Wietexperiment a continued success. CanAdelaar's management team has rapidly and efficiently scaled the business into a clear market leader in Europe's largest adult-use cannabis market. This makes it an ideal fit for our borderless product strategy as we seek to build upon the strong foundation that CanAdelaar has developed."

About the Wietexperiment

The Netherlands' adult-use cannabis pilot program, the Wietexperiment, was enacted in 2020 to establish a closed, regulated cannabis supply chain in 10 participating municipalities. The start-up phase began in the fourth quarter of 2023, with the experimental phase officially launching on April 7, 2025. The program is scheduled to run for four years from that date, with the Dutch government retaining the option to extend it by up to an additional 18 months.

Under the Wietexperiment, all 72 coffee shops (cannabis retailers) in the 10 participating municipalities may no longer operate within the legacy tolerated market and are required to source their cannabis products exclusively from one of 10 licensed producers (including CanAdelaar). The framework prohibits the import and export of cannabis products, sales between licensed producers, and any supply to coffee shops outside of the participating municipalities.

About CanAdelaar BV

Founded in 2018, CanAdelaar received its licence under the Wietexperiment in the second quarter of 2023. CanAdelaar is headquartered in, and operates out of, Voorne aan Zee, Netherlands, with a 540,000-square-foot facility spanning greenhouse cultivation, as well as processing, production and packaging, of all CanAdelaar products. With active sales to nearly all 72 coffee shops within the Wietexperiment, CanAdelaar sells flower, prerolls, hash and edibles branded under CanAdelaar Original Grow, or COG.

CanAdelaar highlights:

• Current cultivation yield of approximately 20,000 kilograms of dried flower annually;
• The only industrial-scale greenhouse cultivator in the Wietexperiment, with the other licensed producers operating indoor grow facilities;
• Leading Wietexperiment market share;
• Sales commenced in the fourth quarter of 2023, with revenue growing to $17.7-million (U.S.) in 2024 and $47.3-million (U.S.) in the 12 months ended Sept. 30, 2025;
• EBITDA of $8.0-million (U.S.) in 2024 and $28.2-million (U.S.) in the 12 months ended Sept. 30, 2025.

Strategic rationale

The transaction is expected to provide numerous strategic and financial benefits that will further Cronos's position as a leading global cannabinoid company, including:

• Enabling borderless product strategy: The transaction provides another avenue to showcase Cronos's investments in cannabis genetics, research and product development. While over 75 per cent of CanAdelaar's LTM revenue was generated by sales of cannabis flower, a range of product categories beyond flower has been legalized under the Wietexperiment, including certain edibles, vapes, prerolls and hash. The company looks forward to leveraging the borderless product strategy that has made it a market leader in Israel and Canada to provide both proven and innovative new products to meet the needs of Dutch adult-use cannabis consumers.
• Competitive positioning and aligned operations: CanAdelaar has the highest market share within the Wietexperiment and is the only industrial-scale greenhouse cultivator of the 10 licensed producers, providing an advantaged cost position and a differentiated value proposition.
• Compelling financial profile: The upfront consideration of $67.0-million (U.S.) represents approximately 1.4 times LTM revenue and 2.4 times LTM EBITDA;
• Upside through potential expansion of the Dutch adult-use cannabis program: The Wietexperiment has fully legalized the sale of cannabis for adult use in just 10 Dutch municipalities (not including Amsterdam), covering 72 of a total of 562 coffee shops in the Netherlands, allowing for a potentially significant increase in the addressable market, should the Wietexperiment be eventually expanded to additional municipalities or nationwide.
• Thoughtful regulatory set-up to promote responsible adult use: The Wietexperiment is well designed and regulated to limit cannabis to responsible levels among adult consumers only, serving as a potential model for other countries. It is committed to the continuity of the Wietexperiment and co-operation with regulators, municipalities and all industry stakeholders to ensure its long-term success.

Transaction overview and timing

Under the terms of the purchase agreement, the upfront consideration payable in cash on closing of the transaction is 57.5 million euros, or $67.0-million (U.S.), subject to certain customary adjustments. In addition, contingent consideration is payable in cash equal to 0.5 times CanAdelaar's 2026 normalized EBITDA and 0.5 times CanAdelaar's 2027 normalized EBITDA.

The transaction has been approved by the company's board of directors and is expected to close in early 2026. The transaction remains subject to customary closing conditions, including completion of regulatory clearances required in the Netherlands.

An investor presentation providing additional details on the transaction has been posted to Cronos's website under investor relations.

About Cronos Group Inc.

Cronos is an innovative global cannabinoid company committed to building disruptive intellectual property by advancing cannabis research, technology and product development. With a passion to responsibly elevate the consumer experience, Cronos is building an iconic brand portfolio. Cronos's diverse international brand portfolio includes Spinach, Peace Naturals and Lord Jones.

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