/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

TORONTO, Jan. 24, 2018 /CNW/ - Cronos Group Inc. (TSX-V: MJN) (OTC Nasdaq Int'l Designation: PRMCF) ("Cronos Group" or the "Company") is pleased to announce that it has closed its previously announced bought deal public offering, including the full exercise of the over-allotment option. As such, a total of 5,257,143 common shares of Cronos Group (the "Shares") were sold at a price of $8.75 per Share for aggregate gross proceeds of approximately $46.0 million (the "Offering").

The Offering was underwritten by a syndicate led by PI Financial Corp. and included GMP Securities L.P., Beacon Securities Limited, and Cormark Securities Inc.

Cronos Group intends to use the net proceeds of the Offering for expanding production capacity, research and development initiatives, and for general working capital purposes, as more fully described in the short form prospectus of the Company dated January 18, 2018.

The Shares were offered by way of a short form prospectus filed by Cronos Group in each of the provinces of Canada, excluding the province of Québec, pursuant to National Instrument 44-101 - Short Form Prospectus Distributions. The securities that were sold have not been, nor will they be, registered under the U.S. Securities Act, and were not offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.

About Cronos Group

Cronos Group is a geographically diversified and vertically integrated cannabis company that operates two wholly-owned Licensed Producers ("LPs") regulated within Health Canada's Access to Cannabis for Medical Purposes Regulations (the "ACMPR") and holds a portfolio of minority investments in other Licensed Producers. The Company's flagship LPs, Peace Naturals Project Inc. (Ontario) and Original BC Ltd. (British Columbia), are collectively situated on over 125 acres of agricultural, licensed land. Cronos Group is focused on building an international iconic brand portfolio, providing patients with personalized care and creating value for our shareholders.

Forward-looking statements

This news release may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information and includes, but is not limited to, information relating to the use of proceeds of the Offering. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Except as required by law, the Company disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For more information, please visit www.thecronosgroup.com.

SOURCE Cronos Group Inc.

For further information: Michael Krestell, Investor & Media Relations, TEL: 647-274-3655, E-mail: [email protected]

Related Links

www.thecronosgroup.com

