Cronos Group Inc

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under Business Corporations Act (British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b) Securities Act, R.S.O. 1990, c.S.5, as am.

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the REGULATION) UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF CRONOS GROUP INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the Application) of Cronos Group Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares). The Common Shares are listed on the Toronto Stock Exchange (the TSX) and the NASDAQ Global Market (the NASDAQ) under the symbol "CRON". As at the close of business on June 24, 2020 the Applicant had 349,886,402 issued and outstanding Common Shares.

3. The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia) S.B.C. 2002, c.57, as amended (the BCBCA).

4. The Continuance is being proposed by the Applicant as it believes that the BCBCA provides additional flexibility compared to the OBCA, including with respect to the composition of the Applicant's board of directors going forward. This will allow the Applicant's board of directors to consider candidates for the Applicant's board of directors from a larger pool of candidates that includes candidates from outside of Canada in order to have the right composition, skills, expertise and diversity to drive long-term value.

5. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA. The principal differences are highlighted for holders of Common Shares (the Shareholders) in the definitive proxy statement dated April 28, 2020 (the Information Circular) that was sent to shareholders in connection with the Applicant's annual and special meeting of shareholders held on June 25, 2020 (the Meeting).

6. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act); and the securities legislation in all of the other provinces of Canada (other than Québec) (collectively, the Legislation). The Applicant will remain a reporting issuer in these jurisdictions following the Continuance.

7. The Applicant is not in default of any of the provisions of the OBCA, the Act or the Legislation, including the regulations made thereunder.

8. The Applicant is not in default of any of the rules, regulations or policies of the TSX or the NASDAQ.

9. The Applicant is not subject to any proceeding under the OBCA, the Act or the Legislation.

10. The Commission is the principal regulator of the Applicant. Following the Continuance, the head office of the Applicant will remain located in Toronto, Ontario and the Commission will continue to be the Applicant's principal regulator.

11. The Information Circular describes the proposed Continuance and discloses the reasons for it and its implications. The Information Circular also discloses the full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

12. The Shareholders authorized the Continuance at the Meeting by a special resolution approved by 96.614% of the votes cast. No Shareholders exercised dissent rights pursuant to section 185 of the OBCA.

13. On June 1, 2020, the Minister of Finance of Ontario granted its consent for the Applicant to continue out of Ontario.

14. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the Continuance of the Applicant under the BCBCA.

DATED at Toronto, Ontario this 2nd day of July 2020.