Mr. Mike Gorenstein reports

CRONOS COMPLETES ACQUISITION OF CANADELAAR, EUROPE'S LARGEST ADULT-USE CANNABIS COMPANY

Cronos Group Inc. has completed its previously announced acquisition of CanAdelaar BV, the largest cannabis company operating within the Netherlands' adult-use cannabis pilot program, the Wietexperiment.

Under the terms of the definitive share sale and purchase agreement announced on Dec. 9, 2025, as amended, Cronos acquired all the outstanding shares of CanAdelaar for a base purchase price of 57.5 million euros, subject to closing and postclosing adjustments. In addition, contingent consideration is payable in cash in amounts equal to 0.5 times CanAdelaar's normalized EBITDA (earnings before interest, taxes, depreciation and amortization) in each of 2026 and 2027. The base purchase price represents approximately 1.4 times CanAdelaar net revenue and 2.9 times CanAdelaar adjusted EBITDA based on first-half 2026 annualized results.

"This is a milestone for Cronos," said Mike Gorenstein, chairman, president and chief executive officer of Cronos. "With the completion of this transaction, we have established a meaningful and scalable platform in Europe's largest adult-use cannabis market. CanAdelaar is the clear market leader in the Wietexperiment, with a proven operational track record, strong management team and leading market share. We are excited to welcome the CanAdelaar team to Cronos and accelerate execution of our borderless product strategy in the Netherlands. With our preparations well under way, we look forward to bringing our innovative, borderless products to Dutch adult-use consumers."

"Joining Cronos is a natural next step for CanAdelaar," said Christopher Martens, former chief executive officer of CanAdelaar and newly appointed general manager, Cronos Netherlands. "Our team has built a leading operation in the Wietexperiment, and, with Cronos's product innovation and global resources, we are well positioned to serve Dutch adult-use consumers and support the continued success of the program. We believe the experiment provides an important opportunity to build a strong evidence base around the regulated production and supply of cannabis and to help inform the future development of Dutch cannabis policy."

The Wietexperiment is a government-led adult-use cannabis pilot program designed to establish a closed, regulated cannabis supply chain across 10 participating municipalities. Under the Wietexperiment, all 69 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 the 10 licensed producers. The framework prohibits the import and export of cannabis products and sales between licensed producers; cannabis produced under the program may only be supplied to coffee shops in the 10 participating municipalities.

CanAdelaar is headquartered in Voorne aan Zee, Netherlands, and operates a 540,000-square-foot greenhouse facility encompassing cultivation, processing, production and packaging. The company supplies nearly all 69 coffee shops participating in the Wietexperiment with a portfolio of cannabis products sold under its CanAdelaar Original Grow (C.O.G.) brand.

The completion of the acquisition positions Cronos as the leader in the Wietexperiment, Europe's largest adult-use cannabis market, establishes a European operating platform for Cronos's borderless product strategy and provides Cronos a role in a thoughtfully designed regulatory framework for adult-use cannabis.

CanAdelaar's existing management team will continue to lead the business following the acquisition, operating within Cronos's global framework. Cronos expects a smooth integration and will continue to focus on regulatory compliance, operational excellence and responsible adult-use cannabis consumption.

Transaction overview

Under the terms of the purchase agreement, the base purchase price is 57.5 million euros, subject to closing and postclosing adjustments. In addition, contingent consideration is payable in cash in amounts equal to 0.5 times CanAdelaar's normalized EBITDA, as defined in the purchase agreement, for each of 2026 and 2027.

Immediately prior to closing, Cronos's wholly owned subsidiary, CGM BV, waived all its contractual closing conditions pursuant to an addendum to the purchase agreement. Ring International Holding AG, one of the sellers, provided additional indemnities in respect of certain regulatory and environmental matters, subject to contractual limitations. Further details regarding the addendum are provided in the company's current report on Form 8-K regarding the acquisition.

CanAdelaar highlights:

• The only large-scale greenhouse cultivator in the Wietexperiment, with the other licensed producers operating indoor grow facilities;
• Current cultivation yield of approximately 20,000 kilograms of dried flower annually;
• Leading Wietexperiment market share;
• Sales commenced in the fourth quarter of 2023, with net revenue growing to 15.2 million euros in 2024, 40.6 million euros in the 12 months ended Sept. 30, 2025, and 41.6 million euros annualized for the six months ended June 30, 2026;
• CanAdelaar adjusted EBITDA of 6.9 million euros in 2024, 24.2 million euros in the 12 months ended Sept. 30, 2025, and 20.1 million euros annualized for the six months ended June 30, 2026; the decline from the 12 months ended Sept. 30, 2025, to the annualized result for the six months ended June 30, 2026, primarily reflects increased competition now that the Wietexperiment is fully operational and all licensed producers are participating.

Strategic rationale

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

• Enabling borderless product strategy: a platform to bring Cronos's investments in genetic breeding, product development and brand portfolio to Dutch adult-use consumers; with over 60 per cent of CanAdelaar's revenue generated by cannabis flower, Cronos sees room to expand the genetic offering and bring innovation into derivative product categories permitted under the Wietexperiment;
• Competitive positioning and aligned operations: CanAdelaar has the highest market share within the Wietexperiment and is the only large-scale greenhouse cultivator of the 10 licensed producers, providing an advantaged cost position and a differentiated value proposition;
• Compelling financial profile: the base purchase price of 57.5 million euros represents approximately 1.4 times net revenue and 2.9 times CanAdelaar adjusted EBITDA based on first-half 2026 annualized results;
• Upside through potential expansion of the Dutch adult-use cannabis program: the Wietexperiment permits the regulated sale of cannabis for adult-use in 10 Dutch municipalities (which do not include Amsterdam), covering 69 of a total of 562 coffee shops in the Netherlands and approximately 1.7 million residents of a total Dutch population of 18.1 million, which could significantly expand the addressable market if the Wietexperiment is extended to more municipalities or nationwide; Cronos is encouraged by the interim report on the Wietexperiment commissioned by the Dutch government and published in September, 2026, which reported that initial experiences are predominantly positive;
• Thoughtful regulatory set-up to promote responsible adult use: the Wietexperiment is well designed and regulated to ensure product testing, quality control and transparency as well as to allow cannabis sales to adult consumers only, serving as a potential model for other European Union countries; Cronos is committed to the continuity of the Wietexperiment and co-operation with regulators, municipalities and all industry stakeholders to ensure its long-term success.

About Cronos Group Inc.

Cronos is a global cannabis company focused on scaling leading consumer goods products through R&D (research and development) and innovation. 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, Lit, Lord Jones and C.O.G.

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