Cronos Group Inc

An investment in us involves a number of risks. A detailed discussion of our risk factors appears in Part I, Item 1A. Risk Factors of the Annual Report. Any of the matters highlighted in the risk factors described in the Annual Report could adversely affect our business, results of operations and financial condition, causing an investor to lose all, or part of, its, his or her investment. The risks and uncertainties described in the Annual Report are those we currently believe to be material, but they are not the only ones we face. If any of the risks described in the Annual Report, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition, results of operations and cash flows and consequently the price of our securities could be materially and adversely affected.

We may be unable to appoint a new auditor in time to obtain a review of our financial statements for the third quarter of 2024 by an independent registered public accounting firm.

KPMG LLP, our current independent registered public accounting firm, has informed us that it will not stand for re-appointment for the Company’s 2024 annual audit and that it will review our financial statements only for the first and second fiscal quarters of 2024. If our process to appoint a new auditor is delayed and we are unable to appoint a new auditor in time for the new auditor to review our financial statements for the third fiscal quarter of 2024, we will be unable to comply with our periodic reporting obligations under the Exchange Act and Canadian securities laws and timely file our public filings with the SEC and Canadian securities regulators. Our ability to timely retain a new auditor is not within our control; it depends on, among other things, how many auditors participate in our request for proposal process, the qualifications of the submitting firms and the amount of work the new auditor will need to perform to conduct a review of our third-quarter financial statements. No assurance can be given that we will retain an auditor in time to review our third-quarter financial statements.