Cronos to Acquire Netherlands-based CanAdelaar

*TORONTO* — Cronos Group Inc., through a wholly owned subsidiary, has
entered into a definitive share sale and purchase agreement to acquire all
of the outstanding shares of CanAdelaar B.V., a company operating within
the Netherlands’ adult-use cannabis pilot program (the *Wietexperiment*).
Under the agreement, Cronos will acquire the shares for up-front
consideration of €57.5 million, (about US$67.0 million), with additional
contingent consideration payable in cash based on 0.5x of CanAdelaar’s
normalized EBITDA in 2026 and 2027.

The Netherlands’ adult-use cannabis pilot program, the Wietexperiment, was
enacted in 2020 to establish a closed, regulated cannabis supply chain in
ten 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
ten participating municipalities may no longer operate within the legacy
‘tolerated’ market and are required to source their cannabis products
exclusively from one of ten 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 the
participating municipalities.

Founded in 2018, CanAdelaar received its license 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,
pre-rolls, hash, and edibles.