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Cronos lends $51 million to GrowCo for facility expansion

Cronos Group Inc. announced an expansion of Cronos Growing Company (GrowCo). GrowCo is a cannabis cultivation company that Cronos owns 50% of. The investment will be funded by an additional credit facility provided by Cronos and is intended to assist GrowCo's expansion of its purpose-built cannabis facility to address the increased global market demand for high-quality cannabis flower.

Key highlights of the investment:
- Investment in expansion: Cronos will provide an approximately $51 million ($70 million CAD) secured non-revolving credit facility to GrowCo to fund facility expansion, enabling growth opportunities in the markets Cronos operates in today as well as enabling future growth into new markets that open.
- Enhanced governance: On July 1, 2024, the GrowCo board of directors will expand to five members, three of whom will be appointed by Cronos.
- New supply agreement: Cronos will have the option to purchase up to 70% of the total production from the expanded facility.
- Financial consolidation: Cronos will be consolidating the joint venture's results in its financial statements beginning in the third quarter of 2024.

According to Cronos, GrowCo has consistently demonstrated exceptional cultivation performance, contributing significantly to Cronos' portfolio. In 2023 Cronos purchased approximately $21 million of biomass from GrowCo, and GrowCo sold approximately $20 million to third parties. GrowCo has strong gross margins that the company expects to be accretive on a consolidated basis and delivered positive net income and positive cash flow in 2023. This success underscores GrowCo's ability to produce premium cannabis at scale, meeting Cronos' stringent quality standards and market demands. The expansion will aid Cronos' ability to supply markets it operates in, which include Canada, Israel, Germany, the United Kingdom, and Australia, while also fueling the potential for international expansion.

"This investment enables GrowCo to increase its production of high-quality cannabis which supports our ambition to expand across the markets we operate in, and add new international growth opportunities where they arise," said Mike Gorenstein, Chairman, President, and CEO of Cronos. "At the onset of cannabis legalization, we deliberately chose not to overbuild our facilities, focusing instead on quality and meeting consumer needs first and scaling later. With the Spinach brand achieving the number one flower brand in Canada, strong international demand for Peace Naturals, and GrowCo's proven track record of success - now is the right time to expand as there is a clear need for high-quality flower. This investment sets us up well to meet the increasing demand and seize the right opportunities as they arise."

Transaction details
Cronos will provide an approximately $51 million ($70 million CAD) secured non-revolving credit facility to GrowCo. GrowCo intends to use the credit facility to fund the construction of an expansion to its existing purpose-built cannabis facility in Leamington, Ontario. The interest rate under the credit facility is equal to the Canadian Prime Rate plus 1.25% and is payable quarterly. However, GrowCo is not required to begin repaying the $51 million principal until the quarter after the commencement of sales from the newly constructed area, at which point principal repayment will be made quarterly. The credit facility will mature 10 years after the commencement of sales from the newly constructed area, which are anticipated to begin in the second half of 2025. The credit facility is secured by all present and after-acquired property of GrowCo and its subsidiaries. The terms of the $105 million CAD credit facility that Cronos previously made available to GrowCo remain unchanged.

The credit facility contains customary representations and warranties and operating covenants. Advances under the credit facility are subject to customary conditions.

Pursuant to a supply agreement between Cronos and GrowCo, prior to the first sale of products from the newly constructed area, Cronos will have the option, but not the obligation, to purchase approximately 80% of GrowCo's production. Following first sales from the newly constructed area, Cronos will have the option, but not the obligation, to purchase 70% of all GrowCo's supply on an annual basis. The supply agreement will remain in place for four years.

Completion of construction of the facility expansion is subject to obtaining the relevant building and occupancy permits and other customary approvals. Commencement of operations in the additional areas at GrowCo will be subject to obtaining the appropriate licenses under applicable law.

For more information:
Cronos Group
[email protected]
thecronosgroup.com

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