6-K - CRLBF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of February 2021

000-56241

(CommissionFile Number)

Cresco Labs Inc.

(Exactname of Registrant as specified in its charter)

400 W Erie StSuite 110

Chicago, IL 60654

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Exhibit Index

Exhibit No.	Description
99.1	News Release dated January 14, 2021
99.2	News Release dated January 14, 2021
99.3	News Release dated January 15, 2021
99.4	Form 51-102F3 – Material Change Report filed January 19, 2021
99.5	Prospectus Supplement to the Short Form Base Shelf Prospectus dated January 19, 2021
99.6	Agency Agreement dated January 19, 2021
99.7	News Release dated January 19, 2021
99.8	News Release dated January 21, 2021
99.9	Form 51-102F3 – Material Change Report filed February 1, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CRESCO LABS INC.
Date: February 23, 2021	By:	/s/ Charles Bachtell
		Charles Bachtell<br> <br>Chief Executive<br>Officer

EX-99.1

Exhibit 99.1

LOGO

Cresco Labs Announces Proposed Offering of Subordinate Voting Shares

CHICAGO – January 14, 2021 – Cresco Labs (CSE:CL) (OTCQX:CRLBF) (“Cresco” or the “Company”), one of the largest vertically integrated multistate cannabis operators in the United States, announced today that it is commencing a best efforts overnight marketed offering (the “Offering”) of subordinate voting shares (the “Offered Securities”) of the Company.

The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to market and other customary conditions, including requirements of the Canadian Securities Exchange.

In addition, the Company intends to grant the agents a 30-day option to purchase up to an additional 15% of the Offered Securities pursuant to the proposed Offering on the same terms and conditions to cover over-allotments.

The Company intends to use the net proceeds of the Offering for organic and inorganic growth opportunities and general corporate purposes.

Copies of the Prospectus, following filing of the prospectus supplement, may be obtained on SEDAR at www.sedar.com and from ATB Capital Markets Inc., 410-585 8^th^ Ave SW, Calgary, Alberta, T2P 1G1. The Prospectus contains important detailed information about the Company and the proposed Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The subordinate voting shares have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Offered Securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Cresco Labs

Page 2 of 3

About Cresco Labs

Cresco Labs is one of the largest vertically integrated, multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted brands including Cresco, Remedi, High Supply, Cresco Reserve, Good News, Wonder Wellness, FloraCal Farms and Mindy’s Chef Led Artisanal Edibles created by James Beard Award-winning chef Mindy Segal. Sunnyside, Cresco Labs’ national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry’s largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry..

Forward Looking Statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential’ or ‘continue’ or the negative of those forms or other comparable terms. The Company’s forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to those risks discussed under “Risk Factors” in the company’s CSE Listing Statement filed with SEDAR; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco’s shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.

Contacts:

Media:

Jason Erkes, Cresco Labs

Chief Communications Officer

[email protected]

Cresco Labs

Page 3 of 3

Investors:

Jake Graves

Investor Relations

[email protected]

For general CrescoLabs inquiries:

312-929-0993

[email protected]

EX-99.2

Exhibit 99.2

Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM

LOGO

Cresco Labs to Expand Into Florida Through Acquisition of

Bluma Wellness Inc.

The Company will now have meaningful operations in all 7 cannabis markets

that fall within the top 10 most populated states in the U.S.

January 14, 2021 07:45 AM Eastern Standard Time

CHICAGO—(BUSINESS WIRE)—Cresco Labs (CSE:CL) (OTCQX:CRLBF) (“Cresco Labs” or “the Company”), one of the largest vertically integrated, multistate cannabis operators in the United States, and Bluma Wellness Inc. (CSE: BWEL.U) (OTCQX:BMWLF) (“Bluma”), a vertically integrated operator in Florida, announced today they have entered into a definitive agreement (the “Agreement”) pursuant to which Cresco Labs will acquire all of the issued and outstanding shares of Bluma (“Bluma Shares”) in an all-share transaction that values Bluma at an equity value of US$213 million (the “Transaction”).

“Our strategy at Cresco Labs is to build the most strategic geographic footprint possible and achieve material market positions in each of our states. With Florida, we will have a meaningful presence in all 7 of the 10 most populated states in the country with cannabis programs – an incredibly strategic and valuable footprint by any definition. We recognize the importance of the Florida market and the importance of entering Florida in a thoughtful way – we identified Bluma as having the right tools and key advantages for growth. Bluma is known for having best-in-class cultivation in the state of Florida, a differentiated retail experience and omnichannel offering with effective delivery, a clear pathway to scale and an incredible management team. We have a proven track record of integrating assets in strategic states, improving fundamentals, and amplifying operations to take share in the most competitive cannabis markets,” said Charles Bachtell, CEO of Cresco Labs. “In 2020, we demonstrated the growth and leverage that can be created by focusing only on the most strategic markets, executing high-quality cultivation at scale, and marrying it with a targeted, consumer-focused model of high-volume retail. In 2021, it’s rinse and repeat. We’re using the same playbook to go deeper in strategic states, including Florida – we look forward to bringing our Cresco Labs brands and our Sunnyside stores to the Sunshine State!”

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 1 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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“Bluma’s high-quality cultivation operations, scaled delivery platform, and strategic retail investments combined with Cresco Labs’ track record of execution and capital allocation creates the best path forward to accelerate growth for our business in Florida,” said Brady Cobb, CEO of Bluma. “Our vision for Bluma and One Plant Florida has always been to cultivate remarkable experiences through exceptional cannabis. Our management team took the responsibility to seriously assess potential partners and we’re thrilled to be joining an organization that aligns operationally and shares our passion for creating quality cannabis products.”

Bluma Highlights:

•	Bluma Wellness, under its operating subsidiary “One Plant Florida”, has 7 strategically located<br>dispensaries with 8 more locations under legal control and planned to open.
•	One Plant stores rank 2^nd^ highest in per-store sales of smokable flower in Florida.
---	---
•	One Plant stores derive 15% of revenue from home delivery (among the highest in Florida).
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•	54,000 sq. ft. of cultivation space (with planned expansion of cultivation capacity, processing lab, and edibles<br>kitchen).
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•	One Plant dispensaries act as delivery hubs supporting the fleet of 15 delivery vehicles offering 24-48 hour statewide service.
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Florida Market Highlights:

•	3^rd^ most populous state in the U.S. with 21.7 million<br>people^1^.
•	2^nd^ largest growth of state residents in the U.S. in 2020^1^.
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•	Over 450,000 registered patients in the medical program^2^.<br>
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•	A regulatory environment that offers a margin profile through forced vertical integration that is immediately<br>accretive to Cresco Labs’ overall business.
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•	Significant future growth potential once adult use and/or wholesale sales are introduced.
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Financial and Legal Advisors

Cowen is acting as financial advisor to Cresco Labs and provided a fairness opinion to the Company’s board of directors. Bennett Jones LLP is acting as legal advisor to Cresco Labs.

Clarus Securities Inc. and INFOR Financial Inc. are acting as financial advisors to Bluma and each provided a fairness opinion to the board of directors of Bluma. Gowling WLG (Canada) LLP is acting as legal advisor to Bluma.

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 2 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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Terms

Under the terms of the Transaction, shareholders of Bluma will receive 0.0859 of a subordinate voting share of Cresco Labs (“Cresco Shares”) for each Bluma Share held (the “Exchange Ratio”), subject to adjustment as described below. The Exchange Ratio implies a price per Bluma Share of approximately US$1.12, representing a premium of approximately 29% based on the closing price of Bluma Shares on the CSE as of January 13, 2021. The Transaction will be completed by way of plan of arrangement under the Business Corporations Act (British Columbia). The Exchange Ratio is subject to adjustment in the following circumstances: (i) if the 5-day volume weighted average price of Cresco Shares immediately preceding the 2nd business day prior to the closing of the Transaction (the “Cresco Closing Price”) is below US$9.99 but greater than US$7.00, the Exchange Ratio per Bluma Share will be calculated as US$0.86 divided by the Cresco Closing Price; and (ii) if the Cresco Closing Price is less than or equal to US$7.00, the Exchange Ratio will be fixed at 0.1229 Cresco Shares for each Bluma Share.

The Transaction is subject to, among other things, the approval of Bluma shareholders at a special meeting (the “Special Meeting”), and receipt of all required CSE, regulatory and court approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Additional details of the Transaction will be provided to Bluma shareholders in an information circular to be mailed in connection with the Special Meeting. It is currently anticipated that, subject to receipt of all required approvals, the Transaction will be completed by the start of the second quarter of 2021.

Recommendation of Bluma Board

The board of directors of Bluma formed a special committee of independent members (the “Special Committee”) to review and recommend the approval of the Transaction by the board of directors. The Special Committee obtained fairness opinions from each of INFOR Financial Inc. and Clarus Securities Inc. stating that, as of the date of the opinions and subject to the assumptions and limitations contained in such opinions, the consideration to be received by holders of Bluma Shares pursuant to the Transaction is fair, from a financial point of view, to the holders of Bluma Shares. Based on the advice and recommendation of the Special Committee, the board of directors of Bluma determined that the Transaction is fair to the shareholders of Bluma, that the Transaction is in the best interests of Bluma and unanimously recommends that Bluma shareholders vote in favor of the resolution to approve the Transaction at the Special Meeting. Shareholders of Bluma holding approximately 40% in aggregate of Bluma Shares have executed voting and support agreements in favor of the Transaction. Certain Bluma shareholders will also agree not to transfer a portion of their resulting Cresco Shares for up to an eight-month period following closing of the Transaction.

About Cresco Labs

Cresco Labs is one of the largest vertically integrated, multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods (“CPG”) approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted brands including Cresco, Remedi, High Supply, Cresco Reserve, Good News, Wonder Wellness, FloraCal Farms and Mindy’s Chef Led Artisanal Edibles created by James Beard Award-winning chef Mindy Segal. Sunnyside, Cresco Labs’ national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry’s largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at CrescoLabs.com.

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 3 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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About Bluma WellnessInc.

Bluma Wellness Inc. owns and operates a vertically-integrated, licensed medical cannabis company in the State of Florida doing business as “One Plant Florida.” One Plant Florida cultivates, processes, dispenses and retails medical cannabis to qualified patients in the State of Florida through multiple retail dispensaries and an innovative next-day door-to-door e-commerce home delivery service, thereby offering convenient access for its customers and meeting the demands of an evolving retail landscape. Bluma Wellness plans to continue expanding its cultivation and distribution operations as the Florida market grows and may enter into other US states where the production, distribution and use of cannabis is permitted under state law.

Forward-Looking Statements

The forward-looking information and forward-looking statements in this press release includes statements about: the timing and completion of the Transaction and the acquisition of all of the issued and outstanding Bluma Shares, the timing and anticipated receipt of required regulatory, court and shareholder approvals for the Transaction and other customary closing conditions; the anticipated benefits of the Transaction, including the corporate, operational and financial benefits, the parties’ strategic plans and expansion and expectations regarding the growth of the Florida cannabis market.

Developing forward-looking information and forward-looking statements involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to the Company and Bluma and others that apply to the industry generally. Such assumptions include but are not limited to the ability of the combined entity to execute its business plan, the continued growth of the cannabis market in those U.S. states where the cultivation, distribution and use of medical or recreational cannabis is legal and in particular, in the State of Florida, that any changes in US federal or state laws will not adversely affect the businesses or operations of the parties and the ability of the Company to successfully integrate Bluma into its operations.

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 4 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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The forward-looking information and forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements. Such factors include, but are not limited to:

•	the ability of the Company and Bluma to receive, in a timely manner, the necessary regulatory, court,<br>shareholder, stock exchange and other third-party approvals to consummate the Transaction;
•	the ability of the Company and Bluma to satisfy, in a timely manner, the other conditions to the closing of the<br>Transaction;
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•	the ability to complete the Transaction on the terms contemplated by the definitive arrangement agreement and<br>other agreements, including the support agreements, or at all;
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•	the ability of the Company to realize the anticipated benefits of the Transaction and the timing thereof;<br>
---	---
•	the consequences of not completing the Transaction, including the volatility of the share prices of the Company<br>and Bluma;
---	---
•	negative reactions from the investment community and the required payment of certain costs related to the<br>Transaction;
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•	actions taken by government entities or others seeking to prevent or alter the terms of the Transaction;<br>
---	---
•	potential undisclosed liabilities unidentified during the due diligence process;
---	---
•	the interpretation of the Transaction by tax authorities;
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•	the focus of management’s time and attention of both the Company and Bluma on the Transaction and other<br>disruptions arising from the Transaction;
---	---
•	a resurgence in cases of COVID-19, which has occurred in certain<br>locations and the possibility of which in other locations remains high and creates ongoing uncertainty that could result in restrictions to contain the virus being re-imposed or imposed on a more strict basis,<br>including restrictions on movement and businesses;
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•	the success of new COVID-19 workplace policies and the ability of people<br>to return to workplaces;
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•	risks relating to cannabis being illegal under US federal law and risks of US federal enforcement actions related<br>to cannabis activities;
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•	negative changes in the political environment or in the regulation of medical cannabis in the State of Florida;<br>
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•	negative shifts in public opinion and perception of the cannabis industry and cannabis consumption;<br>
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https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 5 of 9
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Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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•	risks of product liability and other safety-related liability as a result of usage of the Company’s or<br>Bluma’s cannabis products;
---	---
•	the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;<br>
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•	crop failures;
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•	litigation;
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•	currency fluctuations;
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•	increasing competition; and
---	---
•	loss of key management and/or employees.
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Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking information and forward-looking statements contained in this press release are made as of the date hereof. Except as required by applicable securities law, the Company and Bluma undertake no obligation to update publicly or otherwise revise any forward-looking information or forward-looking statements or the foregoing lists of factors affecting those statements, whether as a result of new information, future events or changed circumstances.

This newsrelease constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated December 3, 2019 to its short form base shelf prospectus dated July 25, 2019.

1	https://www.census.gov/programs-surveys/popest/technical-documentation/research/evaluation-estimates.html
2	https://s27415.pcdn.co/wp-content/uploads/ommu_updates/2021/010821-OMMU-Weekly-Update.pdf<br>
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Contacts

Media:

Jason Erkes, Cresco Labs

Chief Communications Officer

[email protected]

Investors:

Jake Graves

Investor Relations

[email protected]

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 6 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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For general Cresco Labsinquiries:

312-929-0993

[email protected]

Bluma Contacts

Brady Cobb

Chief Executive Officer

[email protected]

Daniel Nussbaum

AMW PR

[email protected]

LOGO

Gov. Cuomo’s call for the legalization of adult-use cannabis in the state of New York will have a transformational impact on the state’s constituents, creating opportunities for those impacted by the War on Drugs and ensuring that cannabis develops into a responsible industry.

LOGO

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 7 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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LOGO

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 8 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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LOGO

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 9 of 9

EX-99.3

Exhibit 99.3

LOGO

Cresco Labs Announces Pricing of Offering of Subordinate Voting Shares

CHICAGO – January 15, 2021 – Cresco Labs (CSE:CL) (OTCQX:CRLBF) (“Cresco” or the “Company”), one of the largest vertically integrated multistate cannabis operators in the United States, announced today the pricing of its previously announced best efforts overnight marketed offering (the “Offering”) of subordinate voting shares (the “Offered Securities”) of the Company at a price of C$16.00 per share for a total gross proceeds of approximately US$125 Million. The issue price represents a 3.3% discount to the last close of the Company’s subordinate voting shares traded on the Canadian Securities Exchange as of January 14, 2021. 100% of the Offering is expected to be purchased by a total of seven new and existing institutional investors, including current shareholder, Wasatch Global Investors.

The Offered Securities will be offered in each of the Provinces of Canada, other than Québec, pursuant to a prospectus supplement to the Company’s base shelf prospectus dated July 25, 2019 (collectively, the “Prospectus”) and in the United States on a private placement basis to “qualified institutional buyers” pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). In connection with the Offering, the Company intends to enter into an agency agreement with the agents and file the prospectus supplement describing the terms of the Offering with the securities regulatory authorities in each of the provinces of Canada, except Québec.

Closing of the Offering is expected to occur on or about January 21, 2021 and will be subject to market and other customary conditions, including the requirements of the Canadian Securities Exchange.

The Company intends to use the net proceeds of the Offering for organic and inorganic growth opportunities and general corporate purposes.

Copies of the Prospectus, following filing of the prospectus supplement, may be obtained on SEDAR at www.sedar.com. The Prospectus contains important detailed information about the Company and the proposed Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.

Cresco Labs

Page 2 of 3

About Cresco Labs

Forward Looking Statements

Cresco Labs

Page 3 of 3

Contacts:

Media:

Jason Erkes, Cresco Labs

Chief Communications Officer

[email protected]

Investors:

Jake Graves

Investor Relations

[email protected]

For general CrescoLabs inquiries:

312-929-0993

[email protected]

EX-99.4

Exhibit 99.4

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.	Name and Address of Company

Cresco Labs Inc. (the “Company”)

2500 Park Place, 666 Burrard Street

Vancouver, British Columbia

V6C 2X8 Canada

Item 2.	Date of Material Change

January 13, 2021

Item 3.	News Release

A news release with respect to the material change, a copy of which is attached hereto as Schedule “A”, was disseminated by the Company on January 14, 2021 through Business Wire.

Item 4.	Summary of Material Change

On January 13, 2021, the Company entered into an arrangement agreement (the “Arrangement Agreement”) with Bluma Wellness Inc. (“Bluma”) pursuant to which the Company has agreed to acquire all of the issued and outstanding common shares of Bluma (the “Bluma Shares”) pursuant to a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia).

Item 5.1	Full Description of Material Change

On January 13, 2021, the Company and Bluma entered into the Arrangement Agreement pursuant to which the Company will acquire all of the Bluma Shares in a transaction that values Bluma at an equity value of approximately US$213 million. Under the terms of the Arrangement Agreement, holders of Bluma Shares will receive 0.0859 of a subordinate voting share of the Company (the “Cresco Shares”) for each Bluma Share held, subject to adjustment (the “Exchange Ratio”). The Exchange Ratio implies a price per Bluma Share of approximately US$1.12, and is subject to adjustment in the following circumstances: (i) if the 5- day volume weighted average price of Cresco Shares immediately preceding the 2nd business day prior to the closing of the Arrangement (the “Cresco Closing Price”) is below US$9.99 but greater than US$7.00, the Exchange Ratio per Bluma Share will be calculated as US$0.86 divided by the Cresco Closing Price; and (ii) if the Cresco Closing Price is less than or equal to US$7.00, the Exchange Ratio will be fixed at 0.1229 Cresco Shares for each Bluma Share.

The Arrangement requires the approval of the holders of Bluma Shares (the “Bluma Shareholders”) at a special meeting expected to be held in March 2021. Bluma Shareholders holding approximately 40% in aggregate of Bluma Shares have executed voting and support agreements in favor of the Arrangement, and certain Bluma Shareholders will also agree not to transfer a portion of their resulting Cresco Shares for a period of up to eight months following closing of the Arrangement.

In addition to the approval of Bluma Shareholders, the Arrangement is subject to approval of the Canadian Securities Exchange, the Supreme Court of British Columbia, and certain other regulatory approvals. Subject to the receipt of all necessary approvals and the satisfaction or waiver of other closing conditions, the Arrangement is expected to be completed by the start of the second quarter of 2021.

The Arrangement Agreement contains customary representations, warranties and covenants for a transaction of this type, including a termination fee in the amount of US$7.5 million payable by Bluma in the event that the Arrangement is terminated in certain circumstances.

Item 5.2.	Disclosure of Restructuring Arrangements

Not applicable.

Item 6.	Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7.	Omitted Information

Not applicable.

Item 8. ExecutiveOfficer

For further information, please contact:

John Schetz, General Counsel

Phone: (312) 929-0993

Email: [email protected]

\Item 9.	Date of Report

January 19, 2021 ****

Schedule “A”

See attached.

Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM

LOGO

Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.

The Company will now have meaningful operations in all 7 cannabis markets

that fall within the top 10 most populated states in the U.S.

January 14, 2021 07:45 AM Eastern Standard Time

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 1 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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Bluma Highlights:

•	Bluma Wellness, under its operating subsidiary “One Plant Florida”, has 7 strategically located<br>dispensaries with 8 more locations under legal control and planned to open.
•	One Plant stores rank 2^nd^ highest in per-store sales of smokable flower in Florida.
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•	One Plant stores derive 15% of revenue from home delivery (among the highest in Florida).
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•	54,000 sq. ft. of cultivation space (with planned expansion of cultivation capacity, processing lab, and edibles<br>kitchen).
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•	One Plant dispensaries act as delivery hubs supporting the fleet of 15 delivery vehicles offering 24-48 hour statewide service.
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Florida Market Highlights:

•	3^rd^ most populous state in the U.S. with 21.7 million<br>people^1^.
•	2^nd^ largest growth of state residents in the U.S. in 2020^1^.
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•	Over 450,000 registered patients in the medical program^2^.<br>
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•	A regulatory environment that offers a margin profile through forced vertical integration that is immediately<br>accretive to Cresco Labs’ overall business.
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•	Significant future growth potential once adult use and/or wholesale sales are introduced.
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Financial and Legal Advisors

Cowen is acting as financial advisor to Cresco Labs and provided a fairness opinion to the Company’s board of directors. Bennett Jones LLP is acting as legal advisor to Cresco Labs.

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 2 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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Terms

Recommendation of Bluma Board

About Cresco Labs

Cresco Labs is one of the largest vertically integrated, multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods (“CPG”) approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted brands including Cresco, Remedi, High Supply, Cresco Reserve, Good News, Wonder Wellness, FloraCal Farms and Mindy’s Chef Led Artisanal Edibles created by James Beard Award-winning chef Mindy Segal. Sunnyside, Cresco Labs’ national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry’s largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at CrescoLabs.com.

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 3 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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About Bluma WellnessInc.

Forward-Looking Statements

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Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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•	the ability of the Company and Bluma to receive, in a timely manner, the necessary regulatory, court,<br>shareholder, stock exchange and other third-party approvals to consummate the Transaction;
•	the ability of the Company and Bluma to satisfy, in a timely manner, the other conditions to the closing of the<br>Transaction;
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•	the ability to complete the Transaction on the terms contemplated by the definitive arrangement agreement and<br>other agreements, including the support agreements, or at all;
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•	the ability of the Company to realize the anticipated benefits of the Transaction and the timing thereof;<br>
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•	the consequences of not completing the Transaction, including the volatility of the share prices of the Company<br>and Bluma;
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•	negative reactions from the investment community and the required payment of certain costs related to the<br>Transaction;
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•	actions taken by government entities or others seeking to prevent or alter the terms of the Transaction;<br>
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•	potential undisclosed liabilities unidentified during the due diligence process; the interpretation of the<br>Transaction by tax authorities;
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•	the focus of management’s time and attention of both the Company and Bluma on the Transaction and other<br>disruptions arising from the Transaction;
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•	a resurgence in cases of COVID-19, which has occurred in certain<br>locations and the possibility of which in other locations remains high and creates ongoing uncertainty that could result in restrictions to contain the virus being re-imposed or imposed on a more strict basis,<br>including restrictions on movement and businesses;
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•	the success of new COVID-19 workplace policies and the ability of people<br>to return to workplaces;
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•	risks relating to cannabis being illegal under US federal law and risks of US federal enforcement actions related<br>to cannabis activities;
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•	negative changes in the political environment or in the regulation of medical cannabis in the State of Florida;<br>
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•	negative shifts in public opinion and perception of the cannabis industry and cannabis consumption;<br>
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https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 5 of 9
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Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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•	risks of product liability and other safety-related liability as a result of usage of the Company’s or<br>Bluma’s cannabis products;
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•	the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;<br>
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•	crop failures;
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•	litigation;
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•	currency fluctuations;
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•	increasing competition; and
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•	loss of key management and/or employees.
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1	https://www.census.gov/programs-surveys/popest/technical-documentation/research/evaluation-estimates.html<br>
2	https://s27415.pcdn.co/wp-content/uploads/ommu_updates/2021/010821-OMMU-Weekly-Update.pdf
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Contacts

Media:

Jason Erkes, Cresco Labs

Chief Communications officer

[email protected]

Investors:

Jake Graves

Investor Relations

[email protected]

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 6 of 9
Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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For general Cresco Labsinquiries:

312-929-0993

[email protected]

Bluma Contacts

Brady Cobb

Chief Executive Officer

[email protected]

Daniel Nussbaum

AMW PR

[email protected]

LOGO

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Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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LOGO

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Cresco Labs to Expand Into Florida Through Acquisition of Bluma Wellness Inc.	Business Wire	1/14/21, 8:25 AM
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LOGO

https://www.businesswire.com/news/home/20210114005381/en/Cresco-Labs-to-Expand-Into-Florida-Through-Acquisition-of-Bluma-Wellness-Inc.	Page 9 of 9

EX-99.5

Exhibit 99.5

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement (the “Prospectus Supplement”), together with the accompanying short form base shelf prospectusdated July 25, 2019 (the “Prospectus”) to which it relates, as amended or supplemented, and each document incorporated by reference into this Prospectus Supplement and the Prospectus, as amended or supplemented,constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S.Securities Act”), or the securities laws of any state of the United States, and, except as permitted under the Agency Agreement as defined herein, may not be offered, sold or delivered, directly or indirectly, in the United States ofAmerica, its territories, possessions or the District of Columbia (the “United States”), or to, or for the account or benefit of, a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) (a“U.S. Person”) unless exemptions from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States are available. This Prospectus Supplement togetherwith the Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to, or for the account or benefit of, any U.S. Person. See “Plan of Distribution”.

Information has been incorporated by reference in this Prospectus Supplement and the Prospectus from documents filed with securities commissionsor similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from Cresco Labs Inc. at 400 W. Erie St. #110, Chicago, IL, 60654, telephone 312-929-0993 and are also available electronically at www.sedar.com.

PROSPECTUS SUPPLEMENT

(TO THE SHORT FORM BASE SHELF PROSPECTUS DATED JULY 25, 2019)

New Issue	January 19, 2021

LOGO

CRESCO LABS INC.

$158,047,776

9,877,986Subordinate Voting Shares

This Prospectus Supplement of Cresco Labs Inc. (“Cresco” or the “Corporation”), together with the Prospectus, qualifies for distribution of 9,877,986 subordinate voting shares (the “Offered Shares”) of the Corporation at a price of $16.00 (the “Offering Price”) per Offered Share (the “Offering”). The Corporation has entered into an agency agreement dated January 19, 2021 (the “Agency Agreement”) with ATB Capital Markets Inc., as sole bookrunner (the “Agent”) relating to the Offered Shares offered by this Prospectus Supplement and accompanying Prospectus.

The issued and outstanding subordinate voting shares of the Corporation (the “Subordinate Voting Shares”) are listed and posted for trading on the Canadian Securities Exchange (the “CSE”) under the symbol “CL” On January 14, 2021, the last trading day prior to the announcement of the Offering, the closing price of the Subordinate Voting Shares on the CSE was $16.54. On January 18, 2021, the last trading day prior to the date of this Prospectus Supplement, the closing price per Subordinate Voting Share on the CSE was $16.68. The Corporation has given notice to the CSE to list the Offered Shares offered by this Prospectus Supplement and the Prospectus on the CSE. Listing will be subject to the Corporation fulfilling all of the listing requirements of the CSE.

	Price to the Public	Agent’s Commission^(1)^	Net Proceeds to theCorporation^(2^^)^
Per Subordinate Voting Share	$16.00	$0.64	$15.36 / $16.00^(3)^
Totals^(4)^	$158,047,776	$4,197,749	$153,850,027

Notes:

1.	Cresco has agreed to pay the Agent a cash commission (the “Agent’s Commission”) equal to<br>4.0% of the aggregate gross proceeds of the Offering, excluding the gross proceeds of sales of Subordinate Voting Shares to certain purchasers and including any gross proceeds raised on exercise of the Over-Allotment Option (as defined herein). See<br>“Plan of Distribution”.
2.	After deducting the Agent’s Commission, but before deducting expenses of the Offering (including listing<br>fees) estimated to be approximately US$500,000, which will be paid from the proceeds of the Offering.
---	---
3.	Agent’s Commission is not payable on sales to certain purchasers of 3,319,003 Subordinate Voting Shares.<br>
---	---
4.	The Corporation has granted to the Agent an option (the “Over-Allotment Option”), exercisable<br>in whole or in part at any time for a period of 30 days from and after the Closing Date (as defined herein), to purchase up to 1,481,697 additional Subordinate Voting Shares (representing 15% of the total number of Offered Shares offered hereunder;<br>referred to herein as the “Additional Offered Share”) at the Offering Price. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Agent’s Commission” and “Net Proceeds to<br>the Corporation” (before deducting the expenses of the Offering) will be $181,754,928, $5,146,035 and $176,608,893, respectively. This Prospectus Supplement and the Prospectus also qualifies the grant of the Over- Allotment Option and the<br>distribution of the Additional Offered Shares to be issued upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Over-Allotment Option acquires those securities under this Prospectus Supplement and the<br>Prospectus, regardless of whether the Over-Allotment Option is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.
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The following table sets forth the maximum number of Additional Offered Shares that may be issued by the Corporation pursuant to the Over-Allotment Option:

Agent’s Position	Maximum Number of SecuritiesAvailable	Exercise Period	Exercise Price
Over-Allotment Option	Option to acquire up to 1,481,697 Subordinate Voting Shares	Exercisable at any time for a period of 30 days from and after the Closing Date	$16.00 per Additional Offered Share

Unless the context otherwise requires, when used herein, all references to “Offered Shares” include the Additional Offered Shares.

The Offering Price was determined by negotiation between Cresco and the Agent.

An investment in the securities offered hereunder is speculative and involves a high degree of risk. The risk factors identified in this ProspectusSupplement, the Prospectus and the documents incorporated by reference should be carefully reviewed and evaluated by prospective investors before purchasing the securities being offered hereunder. See “ Risk Factors ” inthis Prospectus Supplement, the Prospectus and the documents incorporated by reference therein and herein.

Subscriptions for Offered Shares will be received by the Agent subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Physical certificates representing the Offered Shares will not be issued, except in limited circumstances. Global certificates or an instant deposit through the non-certificated inventory system representing the Offered Shares will be issued and deposited with CDS Clearing and Depository Services Inc. (“CDS”). A subscriber who purchases Offered Shares will receive only a customer confirmation from the Agent or other registered dealer who is a CDS participant from or through whom Offered Shares are purchased. CDS will record the CDS participants who hold the Offered Shares on behalf of owners who have purchased or transferred Offered Shares in accordance with the book entry only system of CDS. Some purchasers may be issued directly electronically registered Offered Shares registered in the system maintained by the transfer agent and registrar for the Offered Shares, and notified by delivery of an advice of such position for their Offered Shares (“DRS Advice”)., Except in limited circumstances, certificates evidencing Offered Shares will generally not be issued unless a request for a certificate is made to Cresco.

It is expected that the closing of the Offering (the “Closing Date”) will occur on or about January 21, 2021, or such other date as the Corporation and the Agent may agree.

The Agent conditionally offers the Offered Shares pursuant to the securities legislation of each of the provinces of Canada, other than Québec, on a best efforts basis and, subject to prior sale, if, as and when issued by Cresco and delivered and accepted by the Agent in accordance with the conditions contained in the Agency Agreement and subject to approval of certain legal matters on behalf of Cresco by Bennett Jones LLP and on behalf of the Agent by TingleMerrett LLP. The Offered Shares may also be offered for sale to, or for the account or benefit of, persons in the United States and U.S. Persons by the Agent acting through A.G.P./Alliance Global Partners, a United States registered broker dealer (the “U.S. Placement Sub-Agent”), for sale directly by the Corporation on a private placement basis under certain exemptions from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. In addition, the Agent are entitled to offer the Offered Shares outside of Canada and the United States to non-U.S. Persons, provided that the Agent shall not take any action in connection with the distribution of the Offered Shares that would result in the Corporation being obligated to comply with the prospectus, registration, reporting or other similar requirements of the securities laws of any jurisdiction. See “Plan of Distribution”.

-2-

Subject to applicable laws, the Agent may, in connection with the Offering, effect transactions that stabilize or maintain the market price of the Subordinate Voting Shares at levels other than those that might otherwise prevail in the open market, Such transactions, if commenced, may be discontinued at any time and must be brought to an end after a limited period. See “Plan of Distribution”.

Cresco and the Agent have not authorized anyone to provide purchasers with information different from that contained or incorporated by reference in this Prospectus Supplement, the Prospectus and the documents incorporated herein and therein. Cresco is offering to sell, and seeking offers to buy, the Offered Shares only in jurisdictions where, and to persons to whom, offers and sales are lawfully permitted. Cresco does not undertake to update information contained or incorporated by reference in this Prospectus Supplement, except as required by applicable securities laws.

Prospective investors should be aware that the acquisition or disposition of the securities described herein may have tax consequences inCanada. This Prospectus Supplement may not describe these tax consequences fully. You should consult and rely on your own tax advisor with respect to your own particular circumstances.

Further particulars concerning the attributes of the Subordinate Voting Shares are set out under “Description of Share Capital of the Corporation– Subordinate Voting Shares” in the Prospectus, which provides for the issuance from time to time over a 25-month period of up to $500,000,000 of Subordinate Voting Shares, debt securities, subscription receipts, warrants and units.

The directors, chief executive officer and chief financial officer of the Corporation reside outside of Canada and each has appointed Bennett Jones LLP, 3400 One First Canadian Place, Toronto, Ontario, M5X 1A4, as his or her agent for service of process in Canada. Marcum LLP, the current auditor of the Corporation, is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that resides outside of Canada or is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, even if the party has appointed an agent for service of process.

No Canadiansecurities regulator nor the United States Securities and Exchange Commission or any state securities regulator has approved or disapproved of the securities offered hereby, passed upon the accuracy or adequacy of this Prospectus Supplement or theProspectus or determined if this Prospectus Supplement or the Prospectus are truthful or complete. Any representation to the contrary is an offence.

The Corporation’s head office is located at 400 W. Erie Street, #110, Chicago, IL 60654 and its registered office is located at Suite 2400, 666 Burrard Street, Vancouver, British Columbia V6C 2X8.

This Prospectus Supplement is being filed in relation to thedistribution of securities of an entity that currently directly derives a substantial portion of its revenues from the cannabis industry in certain U.S. states, which industry is illegal under United States federal law (“U.S. FederalLaw”). The Corporation is directly involved (through its licensed subsidiaries) in both the adult-use and medical cannabis industry in the States of Illinois, Pennsylvania, Ohio, Nevada, Arizona andCalifornia, as permitted within such states under applicable state law which states have regulated such industries, and is in the process of acquiring businesses which would allow the Corporation to directly participate in the adult-use and medical cannabis industry in the States of New York, Massachusetts, Florida and Maryland, as permitted within such states under applicable state law and which states have regulated suchindustries. The cultivation, sale and use of cannabis is illegal underUnited States federal law pursuant to the Controlled Substance Act (21 U.S.C. §811) (the “CSA”). The United States federal government regulates drugs through the CSA, which places controlled substances, including cannabis, in aschedule. Other than industrial hemp, cannabis is classified as a Schedule I drug. Under United States federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of acceptedsafety for the use of the drug under medical supervision. Under the CSA, the policies and regulations of the United States federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivationand the personal use of cannabis is prohibited. The United States Food and Drug Administration has not approved cannabis for the treatment of any disease or condition. The agency has, however, approved one cannabis-derived drug product, Epidiolex,for the treatment of seizures associated with Lennos-Gastaut syndrome or Dravet syndrome.

-3-

Despite the current state of the federal law and the CSA, 35 U.S. states, Washington D.C., and the territories of Puerto Rico, the U.S. Virgin Islands, theNorthern Mariana Islands and Guam have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment for patients with certain qualifyingconditions. The States of Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, Oregon, South Dakota, Vermont, Washington, and the District of Columbia, have legalized recreational use ofcannabis, although the District of Columbia has not legalized commercial sale of cannabis. In early 2018, Vermont became the first state to legalize recreational cannabis by passage in a state legislature, but does not yet allow commercial sales ofrecreational cannabis. Over half of the U.S. states have enacted legislationto legalize and regulate the sale and use of medical cannabis, provided that there are strict limits on the levels of THC. However, there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed oroverturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Accordingly, in the U.S., cannabis is largely regulated at the state level. State laws that permit and regulate the production, distribution and use ofcannabis for adult-use or medical purposes are in direct conflict with the CSA. Although certain states authorize medical or adult-use cannabis production anddistribution by licensed or registered entities, under United States federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal and any such acts are criminal acts. The Supremacy Clause ofthe United States Constitution establishes that the United States Constitution and federal laws made pursuant to it are paramount and in case of conflict between federal and state law, the federal law shall apply. On January 4, 2018, former U.S. Attorney General Jeff Sessions issued amemorandum to U.S. district attorneys which rescinded previous guidance from the U.S. Department of Justice (“DOJ”) specific to cannabis enforcement in the United States, including the Cole Memorandum (as defined herein). With the ColeMemorandum rescinded, U.S. federal prosecutors have been given discretion in determining whether to prosecute cannabis related violations of U.S. federal law. Mr. Sessions resigned on November 7, 2018. Following the brief tenure of MatthewWhitaker as the acting United States Attorney General, on December 7, 2018, President Donald Trump announced the nomination of William Barr and, on February 14, 2019, Mr. Barr was confirmed as Attorney General. The DOJ underMr. Barr did not take a formal position on federal enforcement of laws relating to cannabis. On December 14, 2020, President Trump announced that Mr. Barr would be resigning from his post as Attorney General, effectiveDecember 23, 2020. President-Elect Joseph Biden has nominated Merrick Garland to succeed Mr. Barr as the U.S. Attorney General. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcementpolicy on cannabis. If the DOJ policy shifts to aggressively pursue financiers or equity owners of cannabis-related business, and United States Attorneys followed such policies through pursuing prosecutions, then the Corporation could face(i) seizure of its cash and other assets used to support or derived from its cannabis subsidiaries, and (ii) the arrest of its employees, directors, officers, managers and investors, who could face charges of ancillary criminal violationsof the CSA for aiding and abetting and conspiring to violate the CSA by virtue of providing financial support to state-licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis. Additionally, as has recently beenaffirmed by U.S. Customs and Border Protection, employees, directors, officers, managers and investors of the Corporation who are not U.S. citizens face the risk of being barred from entry into the United States for life. On December 27, 2020, President Donald Trump signed the ConsolidatedAppropriations Act of 2021, which included the Rohrabacher-Farr Amendment, which prohibits the funding of federal prosecutions with respect to medical cannabis activities that are legal under state law. The Consolidated Appropriations Act of 2021makes appropriations for the fiscal year ending September 30, 2021. There can be no assurances that the Rohrabacher- Farr Amendment will be included in future appropriations bills or budget resolutions. See “United States RegulatoryEnvironment” in the AIF (as hereinafter defined) for additional information.

-4-

The Corporation’s objective is to capitalize on the opportunities presented as a result of the changing regulatory environment governing the cannabisindustry in the United States. Accordingly, there are a number of significant risks associated with the business of the Corporation. Unless and until the United States Congress amends the CSA with respect to medical and/or adult-use cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a significant risk that federal authorities may enforce current U.S. federal law, and the business of the Corporation may be deemed to be producing,cultivating, extracting, or dispensing cannabis or aiding or abetting or otherwise engaging in a conspiracy to commit such acts in violation of federal law in the United States. If the U.S. federal government begins to enforce U.S. federal lawsrelating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, the Corporation’s business, results of operations, financial condition and prospects would bematerially adversely affected. In light of the political and regulatoryuncertainty surrounding the treatment of United States cannabis-related activities, on February 8, 2018, the Canadian Securities Administrators published CSA Staff Notice 51-352 – (Revised) Issuerswith U.S. Marijuana-Related Activities (“Staff Notice 51-352”) setting out the Canadian Securities Administrator’s disclosure expectations for specific risks facing issuers with cannabis-relatedactivities in the United States. Staff Notice 51-352 includes additional disclosure expectations that apply to all issuers with United States cannabis-related activities, including those with direct andindirect involvement in the cultivation and distribution of cannabis, as well as issuers that provide goods and services to third parties involved in the United States cannabis industry. For these reasons, the Corporation’s investments in the United States cannabismarket may subject the Corporation to heightened scrutiny by regulators, stock exchanges, clearing agencies and other United States and Canadian authorities. There are a number of risks associated with the business of the Corporation. See sectionsentitled “Risk Factors” in this Prospectus Supplement, the accompanying Prospectus and in the AIF, as well as the section “United States Regulatory Environment” in the AIF.

-5-

TABLE OF CONTENTS – PROSPECTUS SUPPLEMENT

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS	1
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS	1
MEANING OF CERTAIN REFERENCES AND CURRENCY PRESENTATION	3
MARKET AND INDUSTRY DATA	3
DOCUMENTS INCORPORATED BY REFERENCE	4
THE CORPORATION	5
PRIOR SALES	10
TRADING PRICE AND VOLUME	17
DESCRIPTION OF OFFERED SECURITIES	18
CONSOLIDATED CAPITALIZATION	18
USE OF PROCEEDS	19
PLAN OF DISTRIBUTION	20
RISK FACTORS	22
ELIGIBILITY FOR INVESTMENT	26
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	26
TRANSFER AGENT AND REGISTRAR	29
AUDITORS	29
INTEREST OF EXPERTS	29
PURCHASERS’ STATUTORY RIGHTS	29
CERTIFICATE OF THE CORPORATION	1
CERTIFICATE OF THE AGENT	2

-i-

TABLE OF CONTENTS - PROSPECTUS

ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS	1
MEANING OF CERTAIN REFERENCES AND CURRENCY PRESENTATION	1
MARKET AND INDUSTRY DATA	1
CAUTION REGARDING FORWARD-LOOKING STATEMENTS	1
DOCUMENTS INCORPORATED BY REFERENCE	3
THE CORPORATION	5
DESCRIPTION OF SHARE CAPITAL OF THE CORPORATION	3
DESCRIPTION OF DEBT SECURITIES	17
DESCRIPTION OF SUBSCRIPTION RECEIPTS	18
DESCRIPTION OF WARRANTS	19
DESCRIPTION OF UNITS	20
PRIOR SALES	20
TRADING PRICE AND VOLUME	22
SELLING SECURITYHOLDERS	24
PLAN OF DISTRIBUTION	24
USE OF PROCEEDS	25
EARNINGS COVERAGE RATIO	25
CONSOLIDATED CAPITALIZATION	26
UNITED STATES REGULATORY ENVIRONMENT	27
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	32
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	32
RISK FACTORS	32
EXEMPTION	38
LEGAL MATTERS	38
AUDITORS, TRANSFER AGENT AND REGISTRAR	38
UNDERTAKING	38
PURCHASERS’ STATUTORY RIGHTS	39
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS	39

-1-

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and also adds to and updates certain information contained in the Prospectus and the documents incorporated by reference into the Prospectus. The second part, the Prospectus, provides more general information. If the information varies between this Prospectus Supplement and the Prospectus, the information in this Prospectus Supplement supersedes the information in the Prospectus. Capitalized terms or abbreviations used in this Prospectus Supplement that are not defined herein have the meanings ascribed thereto in the Prospectus.

No person is authorized by the Corporation to provide any information or to make any representation other than as contained in thisProspectus Supplement or in the Prospectus in connection with the issue and sale of the Subordinate Voting Shares. An investor should rely only on the information contained in this Prospectus Supplement and the Prospectus (including the documents incorporated by reference herein and therein) and is not entitled to rely on parts of the information contained in this Prospectus Supplement or the Prospectus (including the documents incorporated by reference herein or therein) to the exclusion of others. The Corporation and the Agent have not authorized anyone to provide investors with additional or different information. The Corporation and the Agent take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give readers of this Prospectus Supplement. Information contained on, or otherwise accessed through, the Corporation’s website shall not be deemed to be a part of this Prospectus Supplement and such information is not incorporated by reference herein. ****

The Corporation and the Agent are not offering to sell the Subordinate Voting Shares in any jurisdictions where the offer or sale of the Subordinate Voting Shares is not permitted. The information contained in this Prospectus Supplement (including the documents incorporated by reference herein) is accurate only as of the date of this Prospectus Supplement or as of the date as otherwise set out herein (or as of the date of the document incorporated by reference herein or as of the date as otherwise set out in the document incorporated by reference herein, as applicable), regardless of the time of any sale of the Subordinate Voting Shares. The business, financial condition, capital, results of operations and prospects of the Corporation may have changed since those dates. The Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable Canadian securities laws.

This Prospectus Supplement shall not be used by anyone for any purpose other than in connection with the Offering.

The Corporation’s annual consolidated financial statements that are incorporated by reference into this Prospectus Supplement and the Prospectus have been prepared in accordance with International Financial Reporting Standards. Certain calculations included in tables and other figures in this Prospectus Supplement, the Prospectus and the documents incorporated by reference therein may have been rounded for clarity of presentation.

The documents incorporated or deemed to be incorporated by reference in this Prospectus Supplement or in the Prospectus contain meaningful and material information relating to the Corporation and readers of this Prospectus Supplement should review all information contained in this Prospectus Supplement, the Prospectus and the documents incorporated or deemed to be incorporated by reference herein and therein, as amended or supplemented.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus Supplement and the Prospectus and the documents incorporated by reference herein constitute “forward-looking information” within the meaning of Canadian securities laws. All information, other than statements of historical facts, included in this Prospectus Supplement and the Prospectus that address activities, events or developments that the Corporation expects or anticipates will or may occur in the future is forward-looking information. In addition to the following cautionary statement, with respect to forward-looking information contained in the documents incorporated by reference herein, prospective purchasers should refer to “Cautionary Statement Regarding Forward-Looking Information” in the AIF (as defined herein) or any subsequently filed annual information form of the Corporation, as well as the advisories section of any documents incorporated or deemed to be by reference herein, including those that are filed after the date hereof. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, among others, information regarding: termination of the Offering upon the maximum amount of sales of Subordinate Voting Shares being completed hereunder, sales of

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Subordinate Voting Shares under the Offering, the use of net proceeds of the Offering, the Corporation’s intention to complete the Offering on the terms and conditions described herein, the listing of the Subordinate Voting Shares on the CSE, the anticipated effect of the Offering on the performance of the Corporation, the Corporation’s intention regarding cash flows from operating activities in future periods, the expected timing of the closing of the Arrangement (as defined herein), expectations for the effects of the Business Combination (as defined in the Prospectus), statements relating to the business and future activities of, and developments related to, the Corporation after the date of this Prospectus Supplement or the Prospectus, as applicable, including but not limited to, such things as future business strategy, competitive strengths, goals, expansion and growth of the Corporation’s business, operations and plans, including new revenue streams, the completion of contemplated acquisitions by the Corporation, the application for additional licenses and the grant of licenses that have been applied for, the expansion of existing cultivation and production facilities, the completion of cultivation and production facilities that are under construction, the construction of additional cultivation and production facilities, the expansion into additional States within the United States, international markets and Canada, any potential future legalization of adult-use and/or medical marijuana under U.S. federal law, expectations of market size and growth in the United States and the States in which the Corporation operates, expectations for other economic, business, regulatory and/or competitive factors related to the Corporation or the cannabis industry generally, and other events or conditions that may occur in the future.

Readers are cautioned that forward-looking information and statements are not based on historical facts but instead are based on reasonable assumptions, estimates, analysis and opinions of management of the Corporation at the time they were provided or made, in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements.

Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: the contemplated acquisitions and dispositions being completed on the current terms and current contemplated timeline, including that all conditions to the completion of the Arrangement will be satisfied in a timely manner; development costs remaining consistent with budgets; ability to manage anticipated and unanticipated costs; favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Corporation; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labor stability; stability in financial and capital goods markets; favourable production levels and costs from the Corporation’s operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third party service providers and other inputs for the Corporation’s operations; and the Corporation’s ability to conduct operations in a safe, efficient and effective manner. While the Corporation considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking statements. Many assumptions are based on factors and events that are not within the control of the Corporation and there is no assurance they will prove to be correct.

Risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements include, among others, risks relating to the availability of future financing; the use of proceeds; the accuracy of forward-looking information; regulatory uncertainty; money laundering laws and access to banking; heightened scrutiny of cannabis companies in Canada; proceedings against the Corporation; significant ongoing costs and obligations related to its investment in infrastructure; regulatory compliance and operations; availability of favourable locations; unfavorable tax treatment of cannabis businesses; the tax classification of the Corporation; the Corporation being a holding corporation; enforcement of contracts; competition; limitations on owners of licenses; difficulty in forecasting; the concentrated Founder voting control (as defined in the Prospectus) of the Corporation and the unpredictability caused by the existing capital structure; dilution; volatility of market price; substantial sales of Subordinate Voting Shares; the restrictions on the resale of the Corporation’s securities; negative cash flows; liquidity; U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to the ability to consummate the proposed acquisitions and the ability to obtain requisite regulatory approvals and third party consents and the satisfaction of other conditions to the

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consummation of the Arrangement and other proposed acquisitions on the proposed terms and schedule; the potential impact of the announcement or consummation of the proposed acquisitions on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the diversion of management time on the proposed acquisitions; risks related to contracts with third party service providers; risks related to the enforceability of contracts; the limited operating history of the Corporation; reliance on the expertise and judgment of senior management of the Corporation; risks inherent in an agricultural business; risks related to co-investment with parties with different interests to the Corporation; risks related to proprietary intellectual property and potential infringement by third parties; risks relating to financing activities including leverage; risks relating to the management of growth; increased costs associated with the Corporation becoming a publicly traded company; increasing competition in the industry; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labour (the availability and retention of which is subject to uncertainty); cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effecting service outside of Canada; risks related to future acquisitions or dispositions; sales by existing shareholders; the limited market for securities of the Corporation; limited research and data relating to cannabis; the effects of the COVID-19 pandemic; as well as those risk factors discussed elsewhere herein and in the Prospectus and the documents incorporated by reference herein, including the AIF.

Readers are cautioned that the foregoing lists are not exhaustive of all factors and assumptions that may have been used. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information and statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. The forward-looking information and statements contained herein, in the Prospectus and in any document incorporated by reference herein and therein are presented for the purposes of assisting readers in understanding the Corporation’s expected financial and operating performance and the Corporation’s plans and objectives and may not be appropriate for other purposes.

The forward-looking information and statements contained in this Prospectus Supplement and the Prospectus represent the Corporation’s views and expectations respectively as of the date of this Prospectus Supplement and the Prospectus, unless otherwise indicated in such documents, and forward-looking information and statements contained in the documents incorporated by reference herein and therein represent the Corporation’s views and expectations as of the date of such documents, unless otherwise indicated in such documents. The Corporation anticipates that subsequent events and developments may cause its views and expectations to change. However, while the Corporation may elect to update such forward-looking information and statements at a future time, it has no current intention of and assumes no obligation for doing so except to the extent required by applicable law.

MEANING OF CERTAIN REFERENCES AND CURRENCY PRESENTATION

References to dollars or “$” are to Canadian currency unless otherwise indicated. All references to “US$” refer to United States dollars. On January 18, 2021, the daily exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = $1.2762.

Unless the context otherwise requires, all references in this Prospectus Supplement to the “Corporation” refer to the Corporation and its subsidiary entities on a consolidated basis.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, the market and industry data contained or incorporated by reference in this Prospectus Supplement is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although the Corporation believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any survey. The Corporation has not independently verified any of the data from third party sources referred to or incorporated by reference herein and accordingly, the accuracy and completeness of such data is not guaranteed.

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DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus Supplement and the Prospectus from documents filed with the securities commissions orsimilar regulatory authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporation, at 400 W. Erie St. #110, Chicago, IL, 60654, (312) 929-0993, and are also available electronically at www.sedar.com. The filings of the Corporation through the System for Electronic Document Analysis and Retrieval (“SEDAR”) are not incorporated by reference in this Prospectus Supplement except as specifically set out herein.

This Prospectus Supplement is incorporated by reference into the Prospectus as of the date hereof and only for the purposes of the distribution of the Subordinate Voting Shares offered hereby. Other documents are also incorporated or deemed to be incorporated by reference into the Prospectus and reference should be made to the Prospectus for full details.

The following documents (or the sections or sub-sections thereof set out below), filed by the Corporation with the various securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference into, and form an integral part of, the Prospectus as supplemented by this Prospectus Supplement:

1.	the annual information form of the Corporation for the year ended December 31, 2019 dated and filed on<br>April 28, 2020 (the “AIF”);
2.	the unaudited condensed interim consolidated financial statements of the Corporation for the three and nine<br>months ended September 30, 2020 and 2019, together with the notes thereon filed on November 18, 2020;
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3.	the management’s discussion and analysis of financial condition and results of operations of the<br>Corporation for the three and nine month periods ended September 30, 2020 and 2019, filed on November 18, 2020;
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4.	the audited financial statements of the Corporation for the years ended December 31, 2019 and 2018,<br>together with the notes thereto and the auditor’s report for the year ended December 31, 2019 attached thereto, filed on April 28, 2020;
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5.	the management’s discussion and analysis of financial condition and results of operations of the<br>Corporation for the three and twelve month periods ended December 31, 2019 and 2018, filed on April 28, 2020;
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6.	the management information circular of the Corporation dated June 3, 2020, prepared in connection with an<br>annual general and special meeting of shareholders held on June 29, 2020, filed on June 8, 2020;
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7.	the material change report dated January 13, 2020, in connection with the completion of the court approved<br>plan of arrangement pursuant to which the Corporation acquired all of the issued and outstanding shares of CannaRoyalty Corp. d/b/a Origin House (“Origin House”);
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8.	the material change report of the Corporation dated February 3, 2020, in connection with the<br>Corporation’s entry into a credit agreement for a senior secured term loan in an initial aggregate principal amount of up to US$100 million;
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9.	the material change report of the Corporation dated March 12, 2020, in connection with the resignation of<br>Joseph Caltabiano from his former position as the Corporation’s President; and
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10.	the material change report of the Corporation dated January 19, 2021, in connection with the<br>Corporation’s entry into an arrangement agreement with Bluma Wellness Inc. (“Bluma”), pursuant to which the Corporation will acquire all of the issued and outstanding shares of Bluma.
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Any document of the type referred to in the preceding paragraph (excluding confidential material change reports), and all other documents of the type required by National Instrument 44-101 - Short Form Prospectus Distributions of the Canadian Securities Administrators to be incorporated by reference in this Prospectus Supplement, filed by Cresco with a securities commission or similar regulatory authority in Canada after the date of this Prospectus Supplement and prior to the termination of the Offering, shall be deemed to be incorporated by reference into this Prospectus Supplement.

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Notwithstanding anything herein to the contrary, any statement contained in this Prospectus Supplement,the Prospectus or in a document incorporated or deemed to be incorporated by reference herein or in the Prospectus shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement and the Prospectus, to the extent that astatement contained herein or in any other subsequently filed document incorporated or deemed to be incorporated by reference herein or in the Prospectus modifies or supersedes such prior statement. The modifying or superseding statement need notstate that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposethat the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement notmisleading in light of the circumstances in which it was made. Any statement so modified or superseded shall thereafter neither constitute, nor be deemed to constitute, a part of this Prospectus Supplement, or the Prospectus except as so modified orsuperseded.

THE CORPORATION

Summary of the Business

Cresco exists to provide high-quality and consistent cannabis-based products to consumers. Cresco blends regulatory compliance expertise with best practices from the agricultural, pharmaceutical and consumer packaged goods industries. Cresco (either directly or indirectly through subsidiaries) has been awarded three licenses to cultivate and manufacture medicinal cannabis in the State of Illinois. Cresco was awarded a cultivation license in Pennsylvania and was one of only five cultivators that was initially also awarded a dispensary license which allows for up to three dispensaries, with a second license granted in December of 2018 for up to three additional dispensaries. Cresco was awarded a cultivation license in Ohio and a dispensary license in Ohio and was the first approved dispensary to begin dispensary operations in Ohio in December 2018. Cresco received prequalification from the State of Michigan, which will allow Cresco to operate growing, processing and provisioning center facilities in Michigan. Cresco also has an interest in a cultivation, processing, and dispensary license in Nevada, an ownership interest in cultivation and processing licenses in California, owns and operates five dispensaries in Illinois and owns and operates two cultivation centers and one dispensary location in Arizona. Cresco acquired one medical cannabis cultivation center license and four dispensary locations in New York (refer to “Recent Developments” below for further information). Most recently, Cresco was the first cultivator in Illinois to receive approvals to grow adult-use cannabis; all three cultivation facilities were granted approvals in the state. Additionally, Cresco’s five Illinois dispensary locations were approved for dispensing adult-use cannabis in the state upon legalization, effective January 1, 2020. Cresco has completed an agreement to acquire assets in Massachusetts, including state registration and licensing that will allow for cultivation, manufacturing, processing, and the establishment and operation of a medical marijuana dispensary, with the ability to obtain up to three medical marijuana dispensary licenses and three adult-use dispensary licenses. Cresco has also completed its acquisition of operations in California, via the acquisition of Origin House. Additionally, Cresco has entered into an agreement to acquire operations in Florida, via Bluma (refer to “Recent Developments” below).

Cresco plans to leverage the success in these markets to expand into legalized cannabis markets in other states, while focusing on compliance, control, efficiency, and product performance in the medicinal or adult-use cannabis industry.

Cresco owns and operates cultivation, manufacturing and retail dispensary businesses. The manufacturing and retail businesses are operational today and vertically integrated across eight highly regulated and/or limited licenses, and therefore limited legal supply markets: Illinois, Nevada, Ohio, Arizona, Pennsylvania, California, New York and Massachusetts, with processing operations in Maryland, and is expected to commence cultivation, manufacturing and retail dispensary operations in Michigan. These markets, where supply and demand can be reasonably predicted and forecasted, create the foundation upon which Cresco has created the opportunity for sustainable growth. Importantly, Cresco is not yet active in markets popularized by mainstream media like Washington, Oregon and Colorado where loose regulatory frameworks create unpredictable supply-demand market dynamics.

This ownership of wholesale and retail businesses supports Cresco’s strategy of distributing brands at scale by enabling Cresco to capture market share, generate brand awareness, and earn customer loyalty in its operating markets by guaranteeing share-of-shelf in its own retail stores and its ability to foster mutually beneficial relationships with its third-party dispensary customers as a large supplier of a portfolio of distinct and trusted cannabis brands. More detailed information regarding the business of the Corporation as well as its operations, assets, and properties can be found in the Prospectus and the documents incorporated by reference herein, as supplemented by the disclosure in this Prospectus Supplement. See “Documents Incorporated by Reference”.

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Recent Developments

Increase and Extension of Credit Facility

On December 14, 2020, the Corporation announced an increase and extension of its US$100 million senior secured credit agreement (the “Credit Agreement”). The Credit Agreement provided a mutual option to increase the size of the facility to up to US$200 million. Also, as part of the agreement with its lenders, the Credit Agreement was increased to US$200 million, extended to January 23, 2023 at a reduced interest rate of 12% per annum, and the Corporation was provided with greater prepayment optionality.

Bluma Wellness Inc.

On January 14, 2021, the Corporation announced that it had entered into an arrangement agreement with Bluma, a publicly traded company, to acquire all of the issued and outstanding shares of Bluma (the “Arrangement”) on the basis of 0.0859 of a Subordinate Voting Share for each common share of Bluma, subject to certain adjustments as described in the arrangement agreement. On the date of announcement, total consideration for the Arrangement was equal to US$213 million, or US$1.12 per Bluma share. The Arrangement is proposed to be effected by way of a plan of arrangement under the Business Corporations Act(British Columbia). Bluma, under its operating subsidiary “One Plant Florida”, has 7 strategically located dispensaries with 8 more locations under legal control and planned to open.

The Arrangement is subject to, among other things, the approval of Bluma shareholders at a special meeting, and receipt of all required CSE, regulatory and court approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act.

Chief Operating Officer

On January 19, 2021, the Corporation announced that it has hired Ty Gent as its new chief operating officer, to replace David Ellis, who will become regional president of operations for emerging markets in Massachusetts, New York, Pennsylvania, Ohio and Maryland. As the chief operating officer, Mr. Gent will be responsible for operational consistency and efficiency across markets and implementation of structural enhancements to facilitate scaling.

Regulatory Overview

In accordance with Canadian Securities Administrators Staff Notice 51-352, below is a discussion of the state-level U.S. regulatory regime in the State of Florida where the Corporation will be directly involved, through Bluma, in the cannabis industry. For disclosure relating to the federal and state-level U.S. regulatory regimes in Illinois, Pennsylvania, Ohio, California, Nevada, Arizona New York, Massachusetts, and Maryland, the other jurisdictions where the Corporation is currently directly involved, through its subsidiaries, in the cannabis industry, please see “United States RegulatoryEnvironment” and “State Level U.S. Cannabis Operations” in the AIF.

Regulation of the Medical Cannabis Market in Florida

In 2014, the Florida Legislature passed the Compassionate Use Act (the “CUA”) which was a low-THC (CBD) law, allowing cannabis containing not more than 0.8%THC to be sold to patients diagnosed with severe seizures or muscle spasms and cancer. The CUA created a competitive licensing structure and originally allowed for one vertically integrated license to be awarded in each of five regions. The CUA set forth the criteria for applicants as well as the minimum qualifying criteria which included the requirement to hold a nursery certificate evidencing the capacity to cultivate a minimum of 400,000 plants, to be operated by a nurseryman and to be a registered nursery for at least 30 continuous years. The CUA also created a state registry to track dispensations. In 2016, the Florida Legislature passed the Right to Try Act (the “RTA”), which expanded the State’s medical cannabis program to allow for full potency THC products to be sold as “medical marijuana” to qualified patients.

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In November of 2016, the Florida Medical Marijuana Legalization ballot initiative (the “Initiative”) to expand the medical cannabis program under the RTA was approved by 71.3% of voters, thereby amending the Florida constitution. The Initiative is now codified as Article X, Section 29 of the Florida Constitution.

The Initiative expanded the list of qualifying medical conditions include cancer, epilepsy, glaucoma, HIV and AIDS, ALS, Crohn’s disease, Parkinson’s disease, multiple sclerosis, or other debilitating medical conditions of the same kind or class or comparable to those other qualifying conditions and for which a physician believes the benefits outweigh the risks to the patient. The Initiative also provided for the implementation of state-issued medical cannabis identification cards. In 2017, the Florida Legislature passed legislation implementing the constitutional amendment and further codifying the changes set forth in the constitution into law. The 2017 law provides for the issuance of 10 licenses to specific entities and another four licenses to be issued for every 100,000 active qualified patients added to the registry. The 2017 law also initially limited license holders to a maximum of 25 dispensary locations with the ability to purchase additional dispensary locations from one another, and for an additional five locations to be allowed by the State for every 100,000 active qualified patients added to the registry. The 2017 legislation’s cap on dispensing facilities expired in April 2020.

Bluma License (the “FloridaLicense”)

Holding Entity	Permit/License	City	Expiration/Renewal<br><br><br>Date (if applicable)<br> <br>(MM/DD/YY)	Description
3 Boys Farm, LLC	Medical Marijuana Treatment Center	Statewide	06/02/22	Cultivation, Processing/ Manufacturing, Dispensary, Transport

Under Florida law, a licensee is required to cultivate, process and dispense medical cannabis. Licenses are issued by the Florida Department of Health, Office of Medical Marijuana Use (the “OMMU”) and may be renewed biennially. 3 Boys Farm, LLC received its most recent license renewal on June 2, 2020, and is classified as a Medical Marijuana Treatment Center (“MMTC”) under Florida law. In Florida, there is no state-imposed limitation on the permitted size of cultivation or processing facilities, nor is there a limit on the number of plants that may be grown.

Under its Florida License, Bluma is permitted to sell cannabis to those patients who are entered into the State’s electronic medical marijuana use registry by a qualified physician and possess a state-issued medical marijuana identification card and a valid certification from the qualified physician. The physician determines patient eligibility as well as the routes of administration (e.g. topical, oral, inhalation) and the number of milligrams per day a patient is able to obtain under the program. The physician may order a certification for up to three 70-day supply limits of marijuana, following which the certification expires and a new certification must be issued by a physician. The number of milligrams dispensed, the category of cannabis (either low-THC or medical marijuana) and whether a delivery device such as a vaporizer has been authorized is all recorded in the registry for each patient transaction. In addition, smokable flower was approved by the legislature and signed into law in March 2019. Patients must obtain a specific recommendation from their physician to purchase smokable flower. The maximum amount a patient may obtain is 2.5 ounces (measured by weight) of smokable flower per 35-day supply.

Bluma is authorized to sell a variety of products and, as of December 31, 2020, offers 18 SKUs in various product categories for sale. Edible products were authorized by the Florida Legislature in 2017 pending rulemaking by the OMMU. On August 28, 2020, the OMMU issued regulations for the production and packaging of edibles, which authorized the sale of edible medical marijuana products in Florida. The use of hydrocarbon solvents for the extraction of products was also contemplated in the 2017 law, but remains pending awaiting rulemaking by the OMMU. Dispensaries may be located in any location zoned as appropriate for a pharmacy throughout the State of Florida as long as the local government has not expressly prohibited MMTC dispensaries in their respective municipality. Additionally, dispensaries must be located more than 500 feet from a public or private elementary, middle, or secondary school. The statutory cap expired in April 2020, thus neither Bluma nor its competitors in Florida are subject to restrictions on the number of dispensaries that may be opened. Bluma currently has 7 approved dispensaries in the State of Florida. In addition, the Bluma’s license allows it to deliver products directly to patients.

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Florida Reporting Requirements

Florida law called for the OMMU to establish, maintain, and control a computer software tracking system that traces cannabis from seed to sale and allows real-time, 24-hour access by the OMMU to such data. The tracking system must allow for integration of other seed-to-sale systems and, at a minimum, include notification of certain events, including when marijuana seeds are planted, when marijuana plants are harvested and destroyed and when cannabis is transported, sold, stolen, diverted, or lost. Each medical marijuana treatment center shall use the seed-to-sale tracking system established by the OMMU or integrate its own seed-to-sale tracking system with the seed-to-sale tracking system established by the OMMU. At this time the OMMU has not implemented a statewide seed-to-sale tracking system and Bluma utilizes its own system. Additionally, the OMMU also maintains a patient and physician registry and the licensee must comply with all requirements and regulations relative to the provision of required data or proof of key events to said system in order to retain its license. Florida requires all MMTCs to abide by representations made in their original application to the State of Florida or any subsequent variances to same. Any changes or expansions of previous representations and disclosures to the OMMU must be approved by the OMMU via an amendment or variance process.

Florida Licensing Requirements

Licenses issued by the OMMU may be renewed biennially so long as the licensee continues to meet the requirements of the Florida Statute 381.986 and pays a renewal fee. License holders can only own one license within the State of Florida. Applicants must demonstrate (and licensed MMTC’s must maintain) that: (i) they have been registered to do business in the State of Florida for the previous five years, (ii) they possess a valid certificate of registration issued by the Florida Department of Agriculture & Consumer Services, (iii) they have the technical and technological ability to cultivate and produce cannabis, including, but not limited to, low-THC cannabis, (iv) they have the ability to secure the premises, resources, and personnel necessary to operate as an MMTC, (v) they have the ability to maintain accountability of all raw materials, finished products, and any by-products to prevent diversion or unlawful access to or possession of these substances, (vi) they have an infrastructure reasonably located to dispense cannabis to registered qualified patients statewide or regionally as determined by the OMMU, (vii) they have the financial ability to maintain operations for the duration of the two-year approval cycle, including the provision of certified financial statements to the OMMU, (viii) all owners, officers, board members and managers have passed a Level II background screening, inclusive of fingerprinting, (ix) they ensure that a medical director is employed to supervise the activities of the MMTC, and (x) they have a diversity plan and veterans plan accompanied by a contractual process for establishing business relationships with veterans and minority contractors and/or employees. Upon approval of the application by the OMMU, the applicant must post a performance bond of up to US $5 million, which may be reduced to US $2 million once the licensee has served 1,000 patients.

Security and Storage Requirements for Cultivation, Processing and Dispensing Facilities in Florida

Adequate outdoor lighting is required from dusk to dawn for all MMTC facilities. 24-hour per day video surveillance is required and all MMTCs must maintain at least a rolling 45-day period that is made available to law enforcement and the OMMU upon demand. Alarm systems must be active at all items for all entry points and windows. Interior spaces must also have motion detectors and all cameras must have an unobstructed view of key areas. Panic alarms must also be available for employees to be able to signal authorities when needed.

In dispensaries, the MMTC must provide a waiting area with a sufficient seating area. There must also be a minimum of one private consultation/education room for the privacy of the patient(s) and their caregiver (if applicable). The MMTC may only dispense products at dispensaries between 7:00 am and 9:00 pm. All active products must be kept in a secure location within the dispensary and only empty packaging may be kept in the general area of the dispensary which is readily accessible to customers and visitors. No product or delivery devices may be on display in the waiting area.

An MMTC must at all times provide secure and logged access for all cannabis materials. This includes approved vaults or locked rooms. There must be at least two employees of the MMTC or an approved security provider on site at all times. All employees must wear proper identification badges and visitors must be logged in and wear a visitor badge while on the premises. The MMTC must report any suspected activity of loss, diversion or theft of cannabis materials within 24 hours of becoming aware of such an occurrence.

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Florida Transportation Requirements

When transporting cannabis to dispensaries or to patients for delivery, a manifest must be prepared and transportation must be done using an approved vehicle. The cannabis must be stored in a separate, locked area of the vehicle and at all times while in transit there must be two people in a delivery vehicle. During deliveries, one person must remain with the vehicle. The delivery employees must at all times have identification badges. The manifest must include the following information: (i) departure date and time; (ii) name, address and license number of the originating MMTC; (iii) name and address of the receiving entity; (iv) the quantity, form and delivery device of the cannabis; (v) arrival date and time; (vi) the make, model and license plate of the delivery vehicle; and (vii) the name and signatures of the MMTC delivery employees. These manifests must be kept by the MMTC for inspection for up to three years. During the delivery, a copy of the manifest is also provided to the recipient.

OMMU Inspections in Florida

The OMMU may conduct announced or unannounced inspections of MMTC’s to determine compliance with applicable laws and regulations. The OMMU is to inspect an MMTC upon receiving a complaint or notice that the MMTC has dispensed cannabis containing mold, bacteria, or other contaminants that may cause an adverse effect to humans or the environment. The OMMU is to conduct at least a biennial inspection of each MMTC to evaluate the MMTC’s records, personnel, equipment, security, sanitation practices, and quality assurance practices.

Cannabis License Approvals

The Corporation has been approved for and currently operates a number of cannabis licenses in the United States. As of the date hereof, all licenses described in the AIF, which is incorporated by reference in this Prospectus Supplement, are active and any such license or regulatory approval referenced therein as having expired or requiring regulatory renewal has since been renewed in the normal course of the business on the same terms, or substantially the same terms, as those described in the AIF, other than the following material changes with respect to the Corporation’s cannabis licenses:

Holding Entity	Permit/License	City	Expiration orRenewal Date(if applicable)	Description
FloraCal	Provisional License Number: C11-0001222- LIC	Santa Rosa	6/25/2021	Distribution
Phoenix Farms of Illinois, LLC	License: AUDO.000056	Danville	3/31/2021	Permit to operate a recreational cannabis dispensary
PDI Medical III, LLC	Registered Adult Use Dispensing Organization Certificate AUDO.000080	Naperville	3/31/2021	Permit to operate a recreational cannabis dispensary
FloraMedex, LLC	Registered Adult Use Dispensing Organization Certificate License: AUDO:000061	Schaumburg	3/31/2021	Permit to operate a recreational cannabis dispensary
MedMar Lakeview, LLC	Registered Adult Use Dispensing Organization Certificate License: AUDO:000053	Chicago	3/31/2021	Permit to operate a recreational cannabis dispensary
MedMar Rockford, LLC	Registered Adult Use Dispensing Organization Certificate License: AUDO:000059	South Beloit	3/31/2021	Permit to operate a recreational cannabis dispensary
Cresco Labs Ohio, LLC	MMCPP00117	Yellow Springs	7/1/2021	Medical Marijuana Processor Provisional License

-9-

In addition, the following licenses have expired and have not since been renewed:

Holding Entity	Permit/License	Annual LicenseNumber (inprocess)	City	Expiration/Renewal Date(if applicable)<br>(MM/DD/YY)	Description
Kaya Management, Inc.	Non-Volatile Manufacturing (Annual)	CDPH- 10003151	Oakland	5/10/20	Type 6 Manufacturing: Non Volatile Solvent Extraction
Zenco Manufacturing, Inc.	Non-Volatile Manufacturing (Annual)	CDPH- 10003744	Oakland	7/23/20	Type N Manufacturing: Infusion:
Alta Supply, Inc. d/b/a Continuum	Distribution (Provisional)	C11-0000372- LIC	Oakland	6/13/20	Distribution

The licenses described in the AIF or identified above as having been approved or awarded to the Corporation do not include, nor describe, any licenses that the Corporation may acquire upon completion of any of the proposed acquisitions described in this Prospectus Supplement.

See “Description of the Business – United States Regulatory Environment” in the AIF for further information.

PRIOR SALES

The following summarizes the Subordinate Voting Shares or securities convertible into, or exercisable to acquire, Subordinate Voting Shares that have been issued by the Corporation during the 12 months prior to the date of this Prospectus Supplement:

Date Issued	Number of Cresco Securities	Issue Price per Security	Aggregate Issue Price	Nature of Consideration
January 30, 2020	80,000	US$6.11	US$488,800	Share Conversion<br><br><br>(redeemable shares)
January 30, 2020	20,231	US$1.13	US$22,861	Cash<br><br><br>(exercise of options)
January 31, 2020	100,000	US$6.05	US$605,000	Share Conversion<br><br><br>(redeemable shares)
January 31, 2020	31,250	US$1.00 - US$3.75	US$65,800	Cash<br><br><br>(exercise of options)
February 11, 2020	100,000	US$1.00	US$100,000	Cash<br><br><br>(exercise of options)
February 21, 2020	6,250	US$1.14	US$7,125	Cash<br><br><br>(exercise of options)
February 27, 2020	30,000	$6.20	$186,000	Share Issuance<br><br><br>(exercise of restricted stock units)
March 3, 2020	240,000	US$4.09	US$981,600	Share Conversion<br><br><br>(redeemable shares)
March 3, 2020	34,292	$5.40	$185,177	Share Issuance<br><br><br>(exercise of restricted stock units)
March 8, 2020	100,000	US$1.00	US$100,000	Cash<br><br><br>(exercise of options)

-10-

Date Issued	Number of Cresco Securities	Issue Price per Security	Aggregate Issue Price	Nature of Consideration
March 13, 2020	1,000,000	US$2.72	US$2,720,000	Share Conversion<br><br><br>(redeemable shares)
March 13, 2020	457,035	$3.75	$1,713,881	Share Issuance<br><br><br>(exercise of restricted stock units)
March 24, 2020	45,761	$4.10	$187,620	Share Issuance<br><br><br>(exercise of restricted stock units)
April 2, 2020	18,579	US$6.86	US$127,452	Share Issuance<br><br><br>(share issuance of restricted stock units)
April 16, 2020	80,000	US$1.00	US$80,000	Cash<br><br><br>(exercise of options)
April 16, 2020	100,000	US$3.29	US$329,000	Share Conversion<br><br><br>(redeemable shares)
April 17, 2020	13,999	$5.05	$70,695	Share Conversion<br><br><br>(in connection with the acquisition of Origin House)
April 23, 2020	15,494	US$1.00	US$15,494	Cash<br><br><br>(exercise of options)
April 24, 2020	30,980	$6.03	$186,809	Share Issuance<br><br><br>(exercise of restricted stock units)
April 29, 2020	293,427	US$4.36	US$1,279,342	Acquisition Termination Fee<br><br><br>(in connection with the termination agreement which cancelled the purchase agreement to acquire interest in Tryke Companies, LLC)
April 29, 2020	90,136	US$3.90	US$351,530	Purchase Consideration<br><br><br>(in connection with the acquisition of MedMar Inc.)
May 7, 2020	970,341	$4.65 - $6.40	$4,701,648	Share Conversion<br><br><br>(in connection with the acquisition of Origin House)
May 7, 2020	451,003	US$3.32	US$1,497,330	Purchase Consideration<br><br><br>(in connection with the acquisition of Valley Agriceuticals, LLC)
May 7, 2020	181,041	$4.65	$841,841	Share Issuance<br><br><br>(exercise of restricted stock units)
May 19, 2020	43,334	US$3.75	US$162,503	Share Issuance<br><br><br>(issuance of shares)
May 19, 2020	28,571	US$1.00	US$28,571	Cash<br><br><br>(exercise of options)
May 19, 2020	1,087,836	US$2.96	US$3,219,995	Purchase Consideration<br><br><br>(in connection with the acquisition of Origin House)

-11-

Date Issued	Number of Cresco Securities	Issue Price per Security	Aggregate Issue Price	Nature of Consideration
May 21, 2020	33,005	$5.66	$186,808	Share Issuance<br><br><br>(exercise of restricted stock units)
June 4, 2020	151,663	$6.47	$981,260	Share Issuance<br><br><br>(exercise of restricted stock units)
June 8, 2020	5,669	US$3.75	US$21,259	Cash<br><br><br>(exercise of options)
June 8, 2020	1,161,332	US$4.65 – US$4.85	US$5,599,387	Share Conversion<br><br><br>(redeemable shares)
June 11, 2020	280,667	US$4.72	US$1,324,748	Share Conversion<br><br><br>(redeemable shares)
June 11, 2020	9,731	$6.47	$62,960	Share Issuance<br><br><br>(exercise of restricted stock units)
June 11, 2020	26,563	US$1.14 – US$3.75	US$34,256	Cash<br><br><br>(exercise of options)
June 16, 2020	274,500	US$2.51	US$688,995	Share Issuance<br><br><br>(share issuance of restricted stock units)
June 16, 2020	398,555	$5.13 – $6.55	$2,308,802	Share Issuance<br><br><br>(exercise of restricted stock units)
June 16, 2020	5,245	US$6.86	US$35,981	Share Issuance<br><br><br>(share issuance of restricted stock units)
June 23, 2020	35,300	$5.98	$211,094	Cash<br><br><br>(at-the-market program)
June 24, 2020	3,500	$5.93	$20,755	Cash<br><br><br>(at-the-market program)
June 24, 2020	73,515	$6.82	$501,372	Share Issuance<br><br><br>(exercise of restricted stock units)
June 24, 2020	84,683	$6.82	$577,538	Share Issuance<br><br><br>(exercise of restricted stock units)
June 24, 2020	75,495	$5.73	$432,586	Share Conversion<br><br><br>(in connection with the acquisition of Origin House)
June 25, 2020	16,000	$5.90	$94,400	Cash<br><br><br>(at-the-market program)
July 6, 2020 – July 31, 2020	667,000	$5.41 - $7.51	$4,237,190	Cash<br><br><br>(at-the-market program)
July 7, 2020	200,000	US$4.10	US$820,000	Share Conversion<br><br><br>(redeemable shares)
July 7, 2020	45,686	US$2.25	US$102,717	Cash<br><br><br>(exercise of options)

-12-

Date Issued	Number of Cresco Securities	Issue Price per Security	Aggregate Issue Price	Nature of Consideration
July 7, 2020	1,887	$5.70	$10,756	Share Issuance<br><br><br>(exercise of restricted stock units)
July 7, 2020	2,331	$5.70	$13,287	Share Issuance<br><br><br>(exercise of restricted stock units)
July 15, 2020	30,719	$6.19	$190,151	Share Issuance<br><br><br>(exercise of restricted stock units)
July 15, 2020	1,000,000	US$5.12	US$5,120,000	Share Conversion<br><br><br>(redeemable shares)
July 22, 2020	5,253	US2.99	US$15,706	Share Issuance<br><br><br>(share issuance of restricted stock units)
July 22, 2020	372	US2.99	US$1,112	Share Issuance<br><br><br>(share issuance of restricted stock units)
July 23, 2020	54,761	$6.95 - $6.70	$373,618	Share Issuance<br><br><br>(exercise of restricted stock units)
July 23, 2020	100,000	US$1.00	US$100,000	Cash<br><br><br>(exercise of options)
July 29, 2020	27,113	$6.89	$186,809	Share Issuance<br><br><br>(exercise of restricted stock units)
July 29, 2020	200,000	US$5.12	US$1,024,000	Share Conversion<br><br><br>(redeemable shares)
July 29, 2020	237,500	US$1.14 - US$2.25	US$340,125	Cash<br><br><br>(exercise of options)
August 4, 2020	27,400	$7.69	$210,706	Cash<br><br><br>(at-the-market program)
August 5, 2020	10,618	$8.10	$86,006	Share Issuance<br><br><br>(exercise of restricted stock units)
August 5, 2020	12,585	$8.10	$101,939	Share Issuance<br><br><br>(exercise of restricted stock units)
August 12, 2020	69,959	$7.56 - $8.42	$560,424	Share Issuance<br><br><br>(exercise of restricted stock units)
August 12, 2020	19,128	US$5.61	US$107,308	Purchase Consideration<br><br><br>(in connection with the acquisition of MedMar Inc.)
August 12, 2020	138,750	US$1.00 - US$1.14	US$140,675	Cash<br><br><br>(exercise of options)
August 20, 2020	252,000	US$7.18 - US$7.66	US$1,857,360	Share Conversion<br><br><br>(redeemable shares)

-13-

Date Issued	Number of Cresco Securities	Issue Price per Security	Aggregate Issue Price	Nature of Consideration
August 20, 2020	39,585	$9.31 - 9.57	$373,612	Share Issuance<br><br><br>(exercise of restricted stock units)
August 20, 2020	91,642	US$1.00 - US$2.25	US$154,142	Cash<br><br><br>(exercise of options)
August 21, 2020	4,000,000	US$6.71	US$26,840,000	Share Conversion<br><br><br>(redeemable shares)
August 28, 2020	1,500,000	US$6.98	US$10,470,000	Share Conversion<br><br><br>(redeemable shares)
August 28, 2020	10,000	US$2.25	US$22,500	Cash<br><br><br>(exercise of options)
September 2, 2020	735	$7.65	$5,623	Cash<br><br><br>(exercise of options)
September 2, 2020	48,605	US$1.00 - US$1.14	US$53,290	Cash<br><br><br>(exercise of options)
September 2, 2020	752	$7.99	$6,008	Share Issuance<br><br><br>(exercise of restricted stock units)
September 2, 2020	654	$7.99	$5,225	Share Issuance<br><br><br>(exercise of restricted stock units)
September 10, 2020	56,628	$5.31	$300,695	Cash<br><br><br>(exercise of options)
September 10, 2020	15,000	US$3.75	US$56,250	Cash<br><br><br>(exercise of options)
September 10, 2020	350,000	US$6.93	US$2,425,500	Share Conversion<br><br><br>(redeemable shares)
September 24, 2020	24,591	US$1.00 - US$3.75	US$74,617	Cash<br><br><br>(exercise of options)
September 24, 2020	77,124	$7.25 - $7.30	$560,429	Share Issuance<br><br><br>(exercise of restricted stock units)
September 24, 2020	200,000	US$5.80	US$1,160,000	Share Conversion<br><br><br>(redeemable shares)
October 5, 2020	10,000	$7.83	$78,300	Share Issuance<br><br><br>(exercise of restricted stock units)
October 5, 2020	18,440	US$2.25	US$41,490	Cash<br><br><br>(exercise of options)
October 12, 2020	492,170	$9.56	$4,705,145	Share Conversion<br><br><br>(in connection with the acquisition of Origin House)
October 12, 2020	46,474	$7.83 - $8.26	$373,616	Share Issuance<br><br><br>(exercise of restricted stock units)

-14-

Date Issued	Number of Cresco Securities	Issue Price per Security	Aggregate Issue Price	Nature of Consideration
October 12, 2020	997,458	US$6.90 - US$7.13	US$6,923,310	Share Conversion<br><br><br>(redeemable shares)
November 3, 2020	41,156	$5.31	$218,538	Cash<br><br><br>(exercise of options)
November 3, 2020	510,000	US$7.14	US$3,641,400	Share Conversion<br><br><br>(redeemable shares)
November 3, 2020	20,044	$9.32	$186,810	Share Issuance<br><br><br>(exercise of restricted stock units)
November 3, 2020	34,375	$8.50	$292,188	Cash
				(exercise of warrants)
November 20, 2020	54,825	US$4.56	US$250,002	Cash
				(exercise of options)
November 20, 2020	1,450,000	US$7.56 - US$8.77	US$12,392,000	Share Conversion<br><br><br>(redeemable shares)
November 20, 2020	18,775	$9.95	$186,811	Share Issuance<br><br><br>(exercise of restricted stock units)
November 20, 2020	17,187	$8.50	$146,090	Cash<br><br><br>(exercise of warrants)
November 23, 2020	18,253	$6.09	$111,161	Cash<br><br><br>(exercise of warrants)
December 1, 2020	1,500,000	US$10.06	US$15,090,000	Share Conversion<br><br><br>(redeemable shares)
December 4, 2020	759	US$4.11	US$3,119	Share Issuance<br><br><br>(share issuance of restricted stock units)
December 4, 2020	6,530	US$4.11	US$26,838	Share Issuance<br><br><br>(share issuance of restricted stock units)
December 7, 2020	107,969	US$10.06	US$1,086,168	Purchase Consideration<br><br><br>(in connection with the acquisition of MedMar Inc.)
December 7, 2020	146,092	$8.50	$1,241,782	Cash<br><br><br>(exercise of warrants)
December 7, 2020	28,300	US$4.24	US$119,992	Cash<br><br><br>(exercise of warrants)
December 7, 2020	15,858	$11.78	$186,807	Share Issuance<br><br><br>(exercise of restricted stock units)
December 14, 2020	84,428	US$2.25 - US$5.90	US$200,924	Cash<br><br><br>(exercise of options)
December 14, 2020	506,457	$13.00 - $13.13	$6,584,203	Share Issuance<br><br><br>(exercise of restricted stock units)

-15-

Date Issued	Number of Cresco Securities	Issue Price per Security	Aggregate Issue Price	Nature of Consideration
December 14, 2020	581,863	$13.00 - $13.13	$7,564,323	Share Issuance<br><br><br>(exercise of restricted stock units)
December 15, 2020	3,237	$7.65	$24,763	Cash<br><br><br>(exercise of options)
December 23, 2020	2,000	US$5.39	US$10,780	Cash<br><br><br>(exercise of options)
January 6, 2021	27,648	$12.55 - 12.85	$351,482	Share Issuance<br><br><br>(exercise of restricted stock units)
January 6, 2021	2,800	US$4.24	US$11,872	Cash<br><br><br>(exercise of warrants)
January 6, 2021	11,628	$8.50	$98,838	Cash<br><br><br>(exercise of warrants)
January 6, 2021	257,094	US$11.00	US$2,828,034	Share Conversion<br><br><br>(redeemable shares)
January 14, 2021	3,400,000	$11.00 - $13.09	$43,395,000	Share Conversion<br><br><br>(redeemable shares)
January 14, 2021	623,666	US$0.50 - US$2.25	US$483,638	Cash<br><br><br>(exercise of options)
January 14, 2021	207,599	US$4.24	US$880,220	Cash<br><br><br>(exercise of warrants)
Conversion of Proportionate Voting Shares to Subordinate Voting Shares
---	---	---	---	---
Date Issued	Number of Proportionate Voting Shares		Number of Subordinate Voting Shares issued onConversion
January 30, 2020		1,130		225,920
January 31, 2020		7,447		1,489,334
February 10, 2020		4,906		981,202
February 11, 2020		167		33,332
February 21, 2020		14,237		2,847,358
March 3, 2020		2,124		424,762
March 8, 2020		11,832		2,366,498
March 13, 2020		1,132		226,494
April 2, 2020		1,890		378,056
April 16, 2020		4,010		801,920
April 23, 2020		2,154		430,852
April 29, 2020		650		130,000
May 7, 2020		7,649		1,529,882
May 29, 2020		1,011		202,142
June 4, 2020		801		160,186
June 4, 2020		6,166		1,233,196
June 8, 2020		2,351		470,110
June 11, 2020		888		177,578
June 22, 2020		2,355		470,964
July 7, 2020		533		106,668

-16-

Conversion of Proportionate Voting Shares to Subordinate Voting Shares
Date Issued	Number of Proportionate Voting Shares		Number of Subordinate Voting Shares issued onConversion
July 15, 2020		3,038		607,518
July 23, 2020		2,450		489,936
July 29, 2020		1,740		348,076
August 12, 2020		2,371		474,224
August 20, 2020		438		87,500
August 27, 2020		1,250		250,000
August 28, 2020		1,923		384,564
September 2, 2020		2,685		537,058
September 10, 2020		464		92,826
September 24, 2020		2,000		400,002
October 5, 2020		914		182,826
November 3, 2020		14,424		2,884,712
November 20, 2020		8,693		1,738,680
December 7, 2020		8,012		1,602,378
December 14, 2020		17,833		3,566,682
December 23, 2020		1,125		225,004
January 6, 2021		4,825		964,908
January 14, 2021		13,947		2,789,340

TRADING PRICE AND VOLUME

The Subordinate Voting Shares trade on the CSE under the symbol “CL”. On January 18, 2021, being the last trading day prior to the date of this Prospectus Supplement, the closing price of the Subordinate Voting Shares on the CSE was $16.68. The following table sets out the high and low sales prices and the daily average trading volume of the Subordinate Voting Shares for the past 12 months.

	CSE
Calendar Period	High()	Low()	Volume
January 2020				7,137,769
February 2020				4,273,544
March 2020				9,134,620
April 2020				5,880,434
May 2020				9,054,003
June 2020				4,365,799
July 2020				5,859,232
August 2020				7,611,941
September 2020				4,595,816
October 2020				6,880,943
November 2020				13,301,272
December 2020				9,451,835
January 1-18, 2021				12,163,319

All values are in US Dollars.

-17-

DESCRIPTION OF OFFERED SECURITIES

The Offering consists of 9,877,986 Offered Shares. Further particulars concerning the attributes of the Subordinate Voting Shares are set out under “Description of Share Capital of the Corporation – Subordinate Voting Shares” in the Prospectus.

Book-Based System

Except in limited circumstances, including direct electronic registration with the issuance of a DRS Advice, registration of interests in, and transfers of, the Offered Shares will be made only through the book-based system of CDS. On each Closing Date, Cresco may make an instant deposit through the non-certificated inventory system representing the Offered Shares or deliver to CDS a global certificate evidencing the aggregate number of Offered Shares subscribed for under the Offering. Offered Shares must be purchased and transferred only through a CDS Participant. All rights of an owner of Offered Shares must be exercised through, and all payments or other property to which such owner is entitled will be made or delivered by, CDS or the CDS Participant through which the owner holds such Offered Shares. Upon purchase of any Offered Shares, the owner will receive only a customary confirmation from the applicable Agent or other registered dealer that is a CDS participant and from or through whom a beneficial interest in the Offered Shares is acquired. References in this Prospectus Supplement to a holder of Offered Shares means, unless the context otherwise requires, the owner of the beneficial interest in such Offered Shares. Certificates evidencing Offered Shares will not be issued unless a request for a certificate is made to Cresco.

Cresco and the Agent will not have any liability for (a) records maintained by CDS relating to the beneficial interests in the Offered Shares or the book-based accounts maintained by CDS; (b) maintaining, supervising or reviewing any records relating to such beneficial ownership interests; or (c) any advice or representation made or given by CDS and made or given with respect to the rules and regulations of CDS or any action taken by CDS or at the direction of the CDS Participants.

The ability of a beneficial owner of Offered Shares to pledge such Offered Shares or otherwise take action with respect to such owner’s interest in such Offered Shares (other than through a CDS Participant) may be limited due to the lack of a physical certificate to the extent that such owner has not requested a physical certificate from Cresco. Cresco has the option to terminate registration of the Offered Shares through the book-based system in which case certificates for Offered Shares in fully registered form will be issued to beneficial owners of such Offered Shares or to their nominees or such shares may be directly electronically registered with the transfer agent and registrar of the Offered Shares with a DRS Advice being issued.

CONSOLIDATED CAPITALIZATION

The following table sets forth the Corporation’s consolidated capitalization as of September 30, 2020 and on a pro forma basis, after giving effect to a proposed Arrangement. The following table is based on the unaudited consolidated balance sheet of the Corporation as at September 30, 2020 and should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Corporation for the three and nine month periods ended September 30, 2020 and other information included in the documents incorporated by reference in this Prospectus Supplement, the Prospectus. In addition, as a result of the Offering, the Shareholders’ Equity of the Corporation will increase by the amount of the net proceeds, less expenses, of the Offering and there will be additional Subordinate Voting Shares outstanding.

Indebtedness
Total Debt (in thousands of US$)^(1)^	118,898
Shareholder Equity
Super Voting Shares^(2)^	500,000
Proportionate Voting Shares^(3)^<br><br><br>(presented on an as-converted to Subordinate Voting Sharesbasis)	39,519,572
Subordinate Voting Shares	177,203,540
Special Subordinate Voting Shares^(4)^<br><br><br>(presented on an as-converted to Subordinate Voting Sharesbasis)	639

18 -

Redeemable LLC Units^(5)^<br><br><br>(presented on an as-converted to Subordinate Voting Sharesbasis)	130,948,057
Shares to be issued in pending acquisitions^(6)^<br> <br>(presented on an as-converted to Subordinate Voting Sharesbasis)	16,261,854
Basic Shares Outstanding<br><br><br>(presented on an as-converted to Subordinate Voting Sharesbasis)	364,433,662
Cresco Options^(7)^	22,630,959
Restricted Stock Units^(8)^	2,240,036
Deferred Shares to be issued^(9)^	6,694,982
Warrants issued in acquisitions^(10)^	1,988,000
Existing Cresco Warrants^(11)^	18,244
Broker Warrants^(12)^	209,290
Warrants Issued in September 2019 Equity<br>Offering^(13)^	4,226,250
Fully-Diluted Outstanding	402,171,423

Notes:

(1)	US$119,492 thousand principal balance net of US$4,309 thousand in deferred financing fees and<br>US$3,715 thousand of interest payable.
(2)	Each carrying 2,000 votes. In aggregate, Super Voting Shares (as defined in the Prospectus) represent<br>approximately 71% voting control on a fully-diluted basis and inclusive of the securities issuable in a pending acquisition.
---	---
(3)	As discussed in the Prospectus, in order to maintain foreign private issuer status, certain U.S. resident<br>shareholders hold Proportionate Voting Shares (as defined in the Prospectus) rather than Subordinate Voting Shares on a 1:200 basis. Proportionate Voting Shares carry voting and economic rights proportionate to Subordinate Voting Shares. Each<br>Proportionate Voting Share is convertible into 200 Subordinate Voting Shares. This table presents the Proportionate Voting Shares on an as-converted basis. Of this total, 197,598 relate to Proportionate Voting<br>Shares outstanding as of September 30, 2020.
---	---
(4)	Special Subordinate Voting Shares carry voting and economic rights proportionate to Subordinate Voting Shares.<br>Each Special Subordinate Voting Share is convertible into 0.00001 Subordinate Voting Shares. This table presents the Special Subordinate Voting Shares on an as-converted basis. Of this total, 63,868,296 relate<br>to Special Subordinate Voting Shares outstanding as of September 30, 2020.
---	---
(5)	Redeemable LLC Units are convertible to Proportionate Voting Shares on a 200:1 basis and such Proportionate<br>Voting Shares are convertible into Subordinate Voting Shares on a 1:200 basis.
---	---
(6)	Representing the aggregate number of securities issuable in the pending acquisitions of Bluma, subject to any<br>adjustments provided in the applicable definitive agreement. Certain of these shares are issuable upon the achievement of certain performance milestones.
---	---
(7)	22,360,959 options outstanding at a weighted average exercise price of US$3.75 per Subordinate Voting Share.<br>486,897 options outstanding relate to replacement options from the Origin House acquisition. 9,824,276 options reserved for future grants.
---	---
(8)	2,240,036 restricted stock units outstanding at a weighted average exercise price of US$7.47 per Subordinate<br>Voting Share. 7,813 restricted stock units were liability classified as of September 30, 2020 at a weighted average exercise price of US$4.11 per Subordinate Voting Share.
---	---
(9)	1,331,835 replacement restricted stock units and 571,147 replacement deferred shares are outstanding, issued in<br>connection with the Origin House acquisition. 4,792,000 issuable shares are outstanding in connection with the Valley Ag acquisition, contingent on the achievement of certain performance milestones.
---	---
(10)	1,988,000 warrants exercisable at US$4.24 per Subordinate Voting Share, issuable in connection with the Valley<br>Ag acquisition.
---	---
(11)	Each exercisable into one Subordinate Voting Share at a price of $6.09.
---	---
(12)	Each exercisable into one Subordinate Voting Share at a price of $8.50.
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(13)	Each exercisable into one Subordinate Voting Share at a price of $12.50 and 551,250 share purchase warrants<br>pursuant to the partial exercise of the Underwriter’s Over-Allotment Option exercisable at price of $12.50.
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USEOF PROCEEDS

The aggregate net proceeds to Cresco from the Offering are estimated to be approximately $153,850,027 after deducting the Agent’s Commission of $4,197,749. If the Over-Allotment Option is exercised in full, the aggregate net proceeds to Cresco from the Offering are estimated to be approximately $176,608,893 after deducting the Agent’s Commission of $5,146,035. The estimated expenses of the Offering are US$500,000.

The Corporation currently intends to use the net proceeds from the Offering principally for organic and inorganic growth opportunities and general corporate purposes. However, management of the Corporation will have broad discretion with respect to the actual use of the net proceeds from the Offering.

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Although the Corporation intends to expend the net proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be prudent or necessary, and may vary materially from that set forth above. See “Risk Factors”.

Negative Cash Flows

The Corporation had negative cash flow from operating activities of US$25,189,000 for the most recently completed financial year ended December 31, 2019 and (unaudited) US$32,210,000 for the nine months ended September 30, 2020. In addition to other uses of net proceeds set out under “Use of Proceeds”, to the extent that the Corporation has negative cash flow in future periods, the Corporation may need to allocate a portion of the net proceeds from the sale of the Offered Shares to fund such negative cash flow. There can be no assurance that additional capital or other types of financing will be available when needed or that these financings will be on terms at least as favourable to the Corporation as those previously obtained, or at all. See “Risk Factors”.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, Cresco has agreed to sell and the Agent has agreed to arrange, on a best efforts basis, for purchasers of 9,877,986 Offered Shares at a price of $16.00 per Offered Shares payable in cash to Cresco against delivery for aggregate gross proceeds of $158,047,776. The Offering Price was determined by negotiation between Cresco and the Agent.

It is expected that the Closing Date will occur on or about January 21, 2021, or such other date as the Corporation and the Agent may agree.

There can be no assurance that any or all of the Offered Shares being offered will be sold.

The Corporation has granted to the Agent the Over-Allotment Option, exercisable, in whole or in part, at any time and from time to time, at the sole discretion of the Agent, for a period of 30 days from and including the Closing Date, to purchase up to an 1,481,697 Additional Offered Shares (representing 15% of the total number of Offered Shares offered hereunder) at the Offering Price. This Prospectus Supplement and the Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Additional Offered Shares to be issued upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Over-Allotment Option acquires those securities under this Prospectus Supplement and the Prospectus, regardless of whether the Over-Allotment Option is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Pursuant to the Agency Agreement, Cresco appointed the Agent to offer the Offered Shares to the public pursuant to the securities legislation of each of the provinces of Canada, other than Québec. The Agent may also offer for sale the Offered Shares to, or for the account or benefit of, persons in the United States and U.S. Persons by or through the U.S. Placement Sub-Agent for sale directly by the Corporation on a private placement basis. In addition, the Agent are entitled to offer the Offered Shares outside of Canada and the United States to non-U.S. persons provided that the Agent shall not take any action in connection with the distribution of the Offered Shares that would result in Cresco being obligated to comply with the prospectus, registration, reporting or other similar requirements of the securities laws of any jurisdiction.

In consideration of such services, Cresco has agreed to pay, on the Closing Date, the Agent’s Commission equal to 4.0% of the aggregate gross proceeds of the Offering, excluding the gross proceeds of sales of Subordinate Voting Shares to certain purchasers and including any gross proceeds raised on exercise of the Over-Allotment Option.

Pursuant to the Agency Agreement, the Corporation agreed for a period of 30 days from the Closing Date, that it will not, directly or indirectly, without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, any additional Subordinate Voting Shares or any securities convertible into or exchangeable for Subordinate Voting Shares, other than issuances: (i) to satisfy rights or obligations under securities or other financial instruments of the Corporation existing and outstanding as of the date hereof; (ii) the issuance of securities in connection with arm’s length property or share acquisitions; or (iii) the grant of equity incentives in the normal course under existing equity incentive plans. In addition, the Corporation has agreed to obtain the same undertaking from its directors and senior officers prior to Closing.

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Except for the direct registration of Offered Shares with the issuance of a DRS Advice in certain circumstances, the Offering will be conducted under the book-based system of CDS; accordingly, a subscriber who purchases Offered Shares will only receive a customer confirmation from the registered dealer that is a CDS participant from or through whom Offered Shares are purchased. CDS will record the CDS participants who hold securities on behalf of owners who have purchased or transferred securities in accordance with the book-based system. Except in limited circumstances, certificates evidencing Offered Shares will not be issued unless a request for a certificate is made to Cresco.

Cresco has agreed to indemnify the Agent and each of its affiliates, and its respective directors, officers, employees, partners, agents and advisors against any and all losses (except loss of profit), claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind, that arise out of or are based, directly or indirectly, upon the performance of the professional services rendered to Cresco by the Agent and its affiliates or its respective directors, officers, employees, partners, agents and advisors pursuant to the Agency Agreement. This indemnity does not apply to the extent such losses, claims, actions, suits, proceedings, damages, liabilities or expenses as to which indemnification is claimed arise solely out of gross negligence, willful misconduct or fraud in the performance of such professional services.

The Agent may not, throughout the period of distribution, bid for or purchase Subordinate Voting Shares. The foregoing restriction is subject to certain exceptions, on the conditions that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, the Subordinate Voting Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

The offer and sale of the Offered Shares offered hereby have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and, accordingly, may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the United States or U.S. Persons unless registered under the U.S. Securities Act and the applicable securities laws of any state of the United States or in accordance with an exemption from registration under the U.S. Securities Act and applicable securities laws of any state of the United States. This Prospectus Supplement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Offered Shares in or to, or for the account or benefit of, person in the United States or U.S. Persons.

The Agent has agreed that they will not offer or sell the Offered Shares to, or for the account or benefit of, persons in the United States or U.S. Persons (i) as part of their distribution at any time or (ii) otherwise until after the expiration of the statutory distribution compliance period set forth in Rule 903 of Regulation S under the U.S. Securities Act (the “Distribution Compliance Period”), except, in either case, in compliance with Rule 903 or 904 of Regulation S under the U.S. Securities Act, pursuant to registration of the Offered Shares under the U.S. Securities Act or pursuant to an any available exemption from the registration requirements of the U.S. Securities Act, and it will send to any distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Offered Shares during the Distribution Compliance Period a confirmation or other notice setting forth the above-noted restrictions on offers and sales of the Offered Shares within the United States or to, or for the account or benefit of, U.S. persons.

The Agency Agreement will provide that the Offered Shares may be offered to, or for the account or benefit of, persons in the United States or U.S. Persons, by the U.S. Placement Sub-Agent only to “qualified institutional buyers”, as such term is defined in Rule 144A under the U.S. Securities Act, that are also “accredited investors” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (“Qualified Institutional Buyers”), in each case for sale directly by the Corporation pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D thereunder and/or Section 4(a)(2) thereof and in compliance with all applicable securities laws of any state of the United States. The Agency Agreement will also provide that the Agent will offer and sell the Offered Shares outside the United States to, or for the account or benefit of, non-U.S. persons in accordance with Rule 903 of Regulation S promulgated under the U.S. Securities Act.

In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act, unless such offer or sale is made pursuant to an exemption from registration under the U.S. Securities Act.

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The Offered Shares issued to, or for the account or benefit of, persons in the United States or U.S. Persons will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and subject to restrictions to the effect that such securities have not been registered under the U.S. Securities Act and may only be offered, sold or otherwise transferred only in compliance with Rule 904 of Regulation S under the U.S. Securities Act or pursuant to registration of the Offered Shares under the U.S. Securities Act.

RISK FACTORS

Investing in oursecurities is speculative and involves a high degree of risk.

In addition to the risk factors set out herein, you should carefully consider the risks under the heading “Risk Factors” in the Prospectus and in the AIF, and the other documents we have incorporated by reference in this Prospectus Supplement that summarize the risks that may materially affect our business before making an investment in our securities. See “Documents Incorporated by Reference”. If any of these risks occur, our business, results of operations or financial condition could be materially and adversely affected. In that case, the trading price of our securities could decline, and you may lose all or part of your investment. The risks set out in the documents indicated above are not the only risks we face. You should also refer to the other information set forth in this Prospectus Supplement and the documents incorporated by reference herein and therein, including our financial statements and the related notes.

Thecurrent COVID-19 pandemic may significantly impact the Corporation

The Corporation faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions. The Corporation’s business could be adversely impacted by the effects of the COVID-19 pandemic or other epidemics and/or pandemics. In December 2019, COVID-19 emerged in China and the virus has now spread with infections been reported globally. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The extent to which COVID-19 impacts the Corporation’s business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic (including recommendations from public health officials). In particular, the continued spread of COVID-19 globally could materially and adversely impact the Corporation’s business including without limitation, employee health, workforce productivity, reduced access to supplies, increased insurance premiums, limitations on travel, the availability of experts and personnel and other factors that will depend on future developments beyond the Corporation’s control, which may have a material and adverse effect on its business, financial condition and results of operations. There can be no assurance that the Corporation’s personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased costs as a result of these health risks. In addition, the COVID-19 pandemic represents a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the Corporation.

Net Proceeds to the Corporation from the Offering

There is no minimum amount of funds that is required to be raised under the Offering. The Agent has agreed to use its reasonable best efforts to sell the Subordinate Voting Shares when and to the extent requested by the Corporation, but the Corporation is not required to request the sale of any minimum amount of Subordinate Voting Shares qualified under this Prospectus Supplement and, if it requests a sale, the Agent is not obligated to purchase any Subordinate Voting Shares that are not sold. As a result, the Corporation may raise substantially less than the total Offering amount or none at all.

Use of Proceeds

It is expected that the net proceeds will be used in the manner discussed in “Use of Proceeds”. However, the Corporation’s management will have broad discretion concerning the use of the net proceeds of the Offering as well as the timing of their expenditures, and there can be no assurance as to how the funds will be allocated. The Corporation may reallocate the net proceeds of the Offering other than as described under the heading “Use of Proceeds” if management of the

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Corporation believes it would be in the Corporation’s best interest to do so and in ways that a purchaser may not consider desirable. As a result, a purchaser will be relying on the judgment of management of the Corporation for the application of the net proceeds of the Offering. The results and the effectiveness of the application of the net proceeds are uncertain. If the net proceeds are not applied effectively, the Corporation’s business, financial condition and results of operations may suffer, which could adversely affect the price of the Subordinate Voting Shares on the open market.

Additional Financing

The Corporation expects to require substantial additional capital in the near future to fund its acquisition strategy and to continue operations at its cultivation and production facilities, dispensaries, expansion of its product lines, development of its intellectual property base, increasing production capabilities and expanding its operations in states where it currently operates and states where it currently does not have operations. The Corporation may not be able to obtain additional financing on terms acceptable to it, or at all. If the Corporation fails to raise additional capital, as needed, its ability to implement its business model and strategy could be compromised.

Even if the Corporation obtains financing for its near-term operations, it expects that it will require additional capital thereafter. The capital needs of the Corporation will depend on numerous factors including: (i) profitability; (ii) the release of competitive products by competitors; (iii) the level of investment in research and development; and (iv) the amount of our capital expenditures, including acquisitions. There can be no assurance that the Corporation will be able to obtain capital in the future to meet its needs.

The Corporation is continually assessing a range of public and private financing options, including secured and unsecured debt, equity, convertible debt and real estate sale/leaseback transactions. Although the Corporation has accessed private financing in the past, there is neither a broad nor deep pool of institutional capital that is available to companies in the U.S. cannabis industry. There can be no assurance that additional financing, if raised privately, will be available to the Corporation when needed or on terms which are acceptable.

The Corporation Could Fail to Complete its Proposed or Contemplated Acquisitions or They May BeCompleted On Different Terms

There can be no assurances that any of the Corporation’s proposed or contemplated acquisitions, including the Arrangement described herein: (i) will be completed; (ii) will receive the appropriate approvals for their completion required under applicable laws; or (iii) will be completed on the same or similar terms currently contemplated by the Corporation. In addition, if the proposed or contemplated acquisitions are not completed, the ongoing business of the Corporation may be adversely affected as a result of the costs (including opportunity costs) incurred in respect of pursuing such potential acquisitions. Failure to complete the Corporation’s proposed or contemplated acquisitions could have a material adverse effect on the Corporation’s business, financial condition and results of operations. ****

Additional Issuance of Subordinate Voting Shares and Subsidiary Securities May Result in Dilution

The Corporation may issue additional securities in the future, which may dilute a shareholder’s holdings in the Corporation. The Corporation’s articles permit the issuance of an unlimited number of Subordinate Voting Shares, and existing shareholders will have no pre-emptive rights in connection with such further issuance. The Corporation’s board of directors has discretion to determine the price and the terms of further issuances. Moreover, additional Subordinate Voting Shares will be issued by the Corporation on the conversion of the Proportionate Voting Shares in accordance with their terms. The Corporation may also issue Subordinate Voting Shares to finance future acquisitions. The Corporation cannot predict the size of future issuances of Subordinate Voting Shares or the effect that future issuances and sales of Subordinate Voting Shares will have on the market price of the Subordinate Voting Shares. Issuances of a substantial number of additional Subordinate Voting Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Subordinate Voting Shares. With any additional issuance of Subordinate Voting Shares, investors will suffer dilution to their voting power and the Corporation may experience dilution in its revenue per share.

Additionally, the subsidiaries of the Corporation, such as Cresco U.S. Corp. and Cresco Labs, LLC, may issue additional securities, including Cresco Corp Redeemable Shares, Cresco Redeemable Units and LTIP Units (as such terms are defined in the AIF) to new or existing shareholders, members or securityholders, including in exchange for services performed or to be performed on behalf of such entities or to finance future acquisitions. Any such issuances could result in substantial dilution to the indirect equity interest of the holders of Subordinate Voting Shares in Cresco Labs, LLC.

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Volatile Market Price of the Subordinate Voting Shares and Other Listed Securities

The market price of the Subordinate Voting Shares and other listed securities of the Corporation from time to time, cannot be predicted and has been and may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Corporation’s control. This volatility may affect the ability of holders of Subordinate Voting Shares or such other securities to sell their securities at an advantageous price. Market price fluctuations in the Subordinate Voting Shares or such other securities may be due to the Corporation’s operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or competitive, regulatory or economic trends, adverse changes in the economic performance or market valuations of companies in the industry in which the Corporation operates, acquisitions, dispositions, strategic partnerships, joint ventures, capital commitments or other material public announcements by the Corporation or its competitors or government and regulatory authorities, operating and share price performance of the companies that investors deem comparable to the Corporation, addition or departure of the Corporation’s executive officers and other key personnel, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Subordinate Voting Shares or such other securities.

Financial markets have at times historically experienced significant price and volume fluctuations that have particularly affected the market prices of equity and convertible securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Subordinate Voting Shares and other listed securities of the Corporation, from time to time, may decline even if the Corporation’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue or arise, the Corporation’s operations may be adversely impacted and the trading price of the Subordinate Voting Shares and such other securities may be materially adversely affected.

Although other Canadian-based companies have dual class or multiple voting share structures, given the capital structure contemplated in respect of the Corporation and the concentration of voting control held by the holders of the Super Voting Shares, this structure and control could result in a lower trading price for, or greater fluctuations in, the trading price of the Corporation’s Subordinate Voting Shares or adverse publicity to the Corporation or other adverse consequences.

Negative Cash Flow from Operations

The Corporation has incurred operating losses in recent periods. The Corporation may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, the Corporation expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Corporation’s revenues do not increase to offset its costs and operating expenses or if the Corporation is unable to raise financing to fund capital or operating expenditures or acquisitions, it could limit its growth and may have a material adverse effect upon the Corporation’s business, financial condition, cash flows, results of operations or prospects.

Liquidity

The Corporation cannot predict at what prices the Subordinate Voting Shares of the Corporation will trade and there can be no assurance that an active trading market will develop or be sustained. There is a significant liquidity risk associated with an investment in the Corporation.

Product Liability

As a distributor of products designed to be ingested by humans, including vaporizer products, the Corporation faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. The Corporation may be subject to various product liability claims, including, among others, that the Corporation’s products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Corporation could result in increased costs, could adversely affect the Corporation’s reputation with its clients and consumers generally, and could have a material adverse effect on the results of operations and financial condition of the Corporation.

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Any Dividends Paid On The Subordinate Voting Shares May Be Subject To Withholding Taxes

It is unlikely that the Corporation will pay any dividends on the Subordinate Voting Shares in the foreseeable future. However, dividends received by shareholders who are residents of Canada for purpose of the Tax Act will be subject to United States withholding tax. Any such dividends may not qualify for a reduced rate of withholding tax under the Canada-United States tax treaty. In addition, a foreign tax credit or a deduction in respect of foreign taxes may not be available.

Dividends received by United States shareholders will not be subject to United States withholding tax but will be subject to Canadian withholding tax. Dividends paid by the Corporation will be characterized as United States source income for purposes of the foreign tax credit rules under the United States Tax Code. Accordingly, United States shareholders generally will not be able to claim a credit for any Canadian tax withheld unless, depending on the circumstances, they have an excess foreign tax credit limitation due to other foreign source income that is subject to a low or zero rate of foreign tax.

The Corporation is subject to both U.S. and Canadian Taxation

The Corporation, which is and will continue to be a Canadian company as of the date of this offering memorandum generally would be classified as a non-United States company under general rules of United States federal income taxation. Section 7874 of the Code, however, contains rules that can cause a non-United States company to be taxed as a United States company for United States federal income tax purposes. Under section 7874 of the Code, a company created or organized outside the United States. (i.e., a non-United States company) will nevertheless be treated as a United States company for United States federal income tax purposes if each of the following three conditions are met (i) the non-United States company acquires, directly or indirectly, or is treated as acquiring under applicable United States Treasury Regulations, substantially all of the assets held, directly or indirectly, by a United States company, (ii) after the acquisition, the former stockholders of the acquired United States company hold at least 80% (by vote or value) of the shares of the non-United States company by reason of holding shares of the United States acquired company, and (iii) after the acquisition, the non-United States company’s expanded affiliated group does not have substantial business activities in the non-United States company’s country of organization or incorporation when compared to the expanded affiliated group’s total business activities.

For this purpose, “expanded affiliated group” means a group of corporations where (i) the non-United States company owns stock representing more than 50% of the vote and value of at least one member of the expanded affiliated group, and (ii) stock representing more than 50% of the vote and value of each member is owned by other members of the group. The definition of an “expanded affiliated group” includes partnerships where one or more members of the expanded affiliated group own more than 50% (by vote and value) of the interests of the partnership.

The Corporation is treated as a United States company for United States federal income tax purposes under section 7874 of the Code and is subject to United States federal income tax on its worldwide income. However, for Canadian tax purposes, the Corporation is, regardless of any application of section 7874 of the Code, treated as a resident of Canada for purposes of the Tax Act for Canadian income tax purposes. As a result, the Corporation is subject to taxation both in Canada and the United States, which could have a material adverse effect on its financial condition and results of operations.

Enforcement of Judgments Against Foreign Persons may not be Possible

Canadian investors should be aware that each of the Non-Resident Directors resides outside of Canada; as a result, it may not be possible for purchasers of the Offered Shares to effect service of process within Canada upon the Non-Resident Persons. All or a substantial portion of the assets of each of the Non-Resident Persons are likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Non-Resident Persons in Canada or to enforce a judgment obtained in Canadian courts against the Non-Resident Persons outside of Canada.

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ELIGIBILITY FOR INVESTMENT

In the opinion of Bennett Jones LLP, counsel to the Corporation based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”), in force as of the date hereof, the Subordinate Voting Shares offered hereby, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account (collectively, “Registered Plans”) or a deferred profit sharing plan, provided that the Subordinate Voting Shares are listed on a designated stock exchange for the purposes of the Tax Act (which currently includes the CSE) or the Corporation qualifies as a “public corporation” (as defined in the Tax Act).

Notwithstanding the foregoing, the holder, annuitant or subscriber of a Registered Plan (the “ControllingIndividual”) will be subject to a penalty tax in respect of Subordinate Voting Shares held in the Registered Plan if such securities are a prohibited investment for the particular Registered Plan. A Subordinate Voting Share generally will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Corporation for the purposes of the Tax Act or the Controlling Individual has a “significant interest” (as defined in the Tax Act) in the Corporation. In addition, the Subordinate Voting Shares will generally not be “prohibited investments” if such securities are “excluded property” (as defined in the Tax Act) for a Registered Plan. Controlling Individuals should consult their own tax advisors as to whether the Subordinate Voting Shares will be a prohibited investment in their particular circumstances.

Persons who intend to hold Subordinate Voting Shares offered hereby in a Registered Plan should consult their own tax advisors in regard to the application of these rules in their particular circumstances. ****

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary, as of the date hereof, of the principal Canadian federal income tax consequences under the Tax Act generally applicable to holders who acquire Subordinate Voting Shares pursuant to the Offering and who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention: (i) hold the Subordinate Voting Shares as capital property; (ii) deal at arm’s length with the Corporation and the Agent; and (iii) are not affiliated with the Corporation or the Agent (a “Holder”). Subordinate Voting Shares will generally be considered to be held as capital property, unless held in the course of carrying on a business or acquired in a transaction or transactions considered to be an adventure or concern in the nature of trade. Holders who will not hold the Subordinate Voting Shares as capital property should consult their own tax advisors with respect to their particular circumstances.

This summary is not applicable to a Holder: (i) that is a “financial institution” or “specified financial institution” for purposes of the Tax Act; (ii) an interest in which is a “tax shelter” or “tax shelter investment” for the purposes of the Tax Act; (iii) that has made a functional currency reporting election pursuant to section 261 of the Tax Act; (iv) that has entered into, or will enter into, a “derivative forward agreement” or “synthetic disposition arrangement” (each as defined in the Tax Act) with respect to its Subordinate Voting Shares; or (v) that receives dividends on its Subordinate Voting Shares under or as part of a “dividend rental arrangement” (as defined in the Tax Act). Such Holders should consult their own tax advisors.

In addition, this summary does not address the deductibility of interest by a Holder that has borrowed money or otherwise incurred debt to acquire Subordinate Voting Shares pursuant to the Offering.

Additional considerations not discussed herein may apply to a Holder that is a corporation resident in Canada, or a corporation that does not deal at “arm’s length” (within the meaning of the Tax Act) with a corporation resident in Canada, that is or becomes, as part of a transaction or event or a series of transactions or events that includes the transactions described in this Prospectus Supplement, controlled by a non-resident person (or group of non-resident persons that do not deal with each other at arm’s length) for purposes of the “foreign affiliate dumping” rules in Section 212.3 of the Tax Act. Such Holders should consult theirown tax advisors with respect to purchasing Subordinate Voting Shares pursuant to the Offering.

This summary is based on the current provisions of the Tax Act in force on the date hereof, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this Prospectus Supplement (the “Proposed Amendments”) and on the Corporation’s counsel’s understanding of the current administrative practices and assessing policies of the Canada Revenue Agency (the “CRA”) publicly available prior to

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the date hereof. This summary assumes that the Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law or in the administrative practices or assessing policies of CRA, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account or consider any provincial, territorial or foreign income tax considerations, which may differ significantly from those discussed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to aHolder in respect of the transactions described herein. The income or other tax consequences will vary depending on the particular circumstances of the Holder, including the province or provinces in which the Holder resides or carries on business.Accordingly, this summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations with respect to the income tax consequences to any particularHolder are made. Moreover, no advance income tax ruling has been applied for or obtained from the CRA to confirm the tax consequences of any of the transactions described herein. Holders should consult their own legal and tax advisors for advicewith respect to the tax consequences of the transactions described in this Prospectus Supplement based on their particular circumstances.

Taxationof Resident Holders

The following portion of this summary applies to Holders who, for the purposes of the Tax Act, are or are deemed to be resident in Canada at all relevant times (“Resident Holders”). Resident Holders who might not be considered to hold their Subordinate Voting Shares as capital property may in certain circumstances make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Subordinate Voting Shares and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. Resident Holders should consult their own tax advisors with respect to whether the election is available and advisable in their particular circumstances.

Dividends on Subordinate Voting Shares

Dividends received or deemed to be received on the Subordinate Voting Shares will be included in computing a Resident Holder’s income. In the case of an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as defined in the Tax Act). An enhanced dividend tax credit will be available to individuals in respect of “eligible dividends” designated by the Corporation to the Resident Holder in accordance with the provisions of the Tax Act.

Dividends received or deemed to be received on the Subordinate Voting Shares by a Resident Holder that is a corporation will be required to be included in computing the corporation’s income for the taxation year in which such dividends are received, but such dividends will generally be deductible in computing the corporation’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act may deem a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation to be proceeds of disposition or a gain from the disposition of a capital property. Resident Holders that are corporations shouldconsult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” (as defined in the Tax Act) or a “subject corporation” (as defined in Section 186 of the Tax Act), or any other corporation controlled whether because of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than trusts), will generally be liable under Part IV of the Tax Act to pay a refundable tax on dividends received or deemed to be received on the Subordinate Voting Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year.

Dividends received by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

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A Resident Holder may be subject to United States withholding tax on dividends received on the Subordinate Voting Shares (see “Certain United States Tax Considerations”). Any United States withholding tax paid by or on behalf of a Resident Holder in respect of dividends received on the Subordinate Voting Shares by a Resident Holder may be eligible for foreign tax credit or deduction treatment where applicable under the Tax Act. Generally, a foreign tax credit in respect of a tax paid to a particular foreign country is limited to the Canadian tax otherwise payable in respect of income sourced in that country. Dividends received on the Subordinate Voting Shares by a Resident Holder may not be treated as income sourced in the United States for these purposes. Resident Holders should consult their own tax advisors withrespect to the availability of any foreign tax credits or deductions under the Tax Act in respect of any United States withholding tax applicable to dividends on the Subordinate Voting Shares.^^

Dispositions of Subordinate Voting Shares

Upon a disposition or deemed disposition of Subordinate Voting Shares, a capital gain (or loss) will generally be realized by a Resident Holder to the extent that the proceeds of disposition are greater (or less) than the aggregate of the adjusted cost base of the Subordinate Voting Shares to the Resident Holder immediately before the disposition and any reasonable costs of disposition. The adjusted cost base of a Subordinate Voting Share to a Resident Holder will be determined in accordance with the Tax Act by averaging the cost to the Resident Holder of a Subordinate Voting Share with the adjusted cost base of all other Subordinate Voting Shares held by the Resident Holder as capital property. Such capital gain (or capital loss) will be subject to the treatment described below under “Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

One-half of a capital gain (a “taxable capital gain”) must be included in a Resident Holder’s income. One-half of a capital loss (an “allowablecapital loss”) will generally be deductible by a Resident Holder against taxable capital gains realized in that year and allowable capital losses in excess of taxable capital gains for the year may be carried back and deducted in any of the three preceding taxation years or in any subsequent year (against taxable capital gains realized in such years) to the extent and under the circumstances described in the Tax Act. If the Resident Holder is a corporation, any such capital loss realized on the sale of the Subordinate Voting Shares may in certain circumstances be reduced by the amount of any dividends, including deemed dividends, which have been received on such shares. Analogous rules may apply to a partnership or certain trusts of which a corporation is a member or beneficiary. Taxable capital gains realized by a Resident Holder who is an individual may give rise to alternative minimum tax depending on the Resident Holder’s circumstances. A “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a refundable tax on certain investment income, including an amount in respect of a taxable capital gain arising from the disposition of a Subordinate Voting Share.

A Resident Holder may be subject to United States tax on a gain realized on the disposition of a Subordinate Voting Share (see “Certain United States Tax Considerations”). United States tax, if any, levied on any gain realized on a disposition of a Subordinate Voting Share may be eligible for a foreign tax credit under the Tax Act to the extent and under the circumstances described in the Tax Act. Generally, a foreign tax credit in respect of a tax paid to a particular foreign country is limited to the Canadian tax otherwise payable in respect of income sourced in that country. Gains realized on the disposition of a Subordinate Voting Share by a Resident Holder may not be treated as income sourced in the United States for these purposes. Resident Holders should consult their own tax advisors with respect to the availability of a foreign taxcredit, having regard to their own particular circumstances.

Taxation of Non-Resident Holders

The following portion of this summary is generally applicable to Holders who, for the purposes of the Tax Act and at all relevant times: (i) are not resident or deemed to be resident in Canada, and (ii) do not use or hold their Subordinate Voting Shares in the course of business carried on or deemed to be carried on in Canada (“Non-ResidentHolders”). This section of the summary does not apply to a Non-Resident Holder that is: (i) an insurer carrying on business in Canada and elsewhere, or (ii) an “authorized foreign bank” (within the meaning of the Tax Act). Such Non-Resident Holders should consult their own tax advisors in this regard.

Dividends on Subordinate Voting Shares

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Subordinate Voting Shares will be subject to Canadian withholding tax. The Tax Act imposes withholding tax at a rate of 25% on the gross amount of the dividend, although such rate may be reduced by virtue of an applicable tax treaty. Under the Canada-United States Income Tax Convention (1980), as amended (the “Canada-US TaxTreaty”), the withholding rate on any such dividend

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beneficially owned by a Non-Resident Holder that is a resident of the United States for purposes of the Canada-US Tax Treaty and fully entitled to the benefits of such treaty is generally reduced to 15%. Non-Resident Holders should consult their own tax advisors regarding the application of the Canada-US Tax Treaty or any other tax treaty.

Dispositions of Subordinate Voting Shares

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Subordinate Voting Share unless such Subordinate Voting Share constitutes “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the gain is not exempt from tax pursuant to the terms of an applicable tax treaty.

Generally, provided that the Subordinate Voting Shares are, at the time of disposition, listed on a “designated stock exchange” (which currently includes the CSE), the Subordinate Voting Shares will not constitute taxable Canadian property of a Non- Resident Holder unless, at any time during the 60-month period immediately preceding the disposition the following two conditions were met: (i) 25% or more of the issued shares of any class or series of the capital stock of the Corporation were owned by one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length (for the purposes of the Tax Act), and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of such shares was derived, directly or indirectly, from one or any combination of: (a) real or immovable property situated in Canada, (b) Canadian resource property (as defined in the Tax Act), (c) timber resource property (as defined in the Tax Act) or (d) options in respect of, or interests in any of, the foregoing property, whether or not such property exists. Non-Resident Holdersfor whom the Subordinate Voting Shares are, or may be, taxable Canadian property should consult their own tax advisors in this regard.

In the event that a Subordinate Voting Share constitutes taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act pursuant to an applicable income tax treaty or convention, the income tax consequences discussed above for Resident Holders under “Taxation of Resident Holders – Dispositions of Subordinate Voting Shares” and “Taxation ofCapital Gains and Capital Losses” will generally apply to the Non-Resident Holder.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Subordinate Voting Shares is Odyssey Trust Company at its principal transfer offices in Calgary, Alberta.

AUDITORS

Cresco’s financial statements for the year ended December 31, 2019, incorporated by reference in this Prospectus Supplement have been audited by Marcum LLP, independent auditors, as set forth in their report incorporated by reference in this Prospectus Supplement. Marcum LLP is independent with respect to Cresco within the meaning of the CPA Code of Professional Conduct of the Institute of Chartered Professional Accountants of Ontario.

INTEREST OF EXPERTS

Certain legal matters relating to the Offering will be passed upon on behalf of the Corporation by Bennett Jones LLP, and on behalf of the Agent by TingleMerrett LLP. As of the date hereof, Bennett Jones LLP, and its partners and associates, TingleMerrett LLP, and its partners and associates, beneficially own, directly or indirectly, in their respective groups, less than 1% of any class of outstanding securities of the Corporation.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

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Original purchasers are further advised that in certain provinces the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the convertible, exchangeable or exercisable security that was purchased under a prospectus, and therefore a further payment at the time of conversion, exchange or exercise may not be recoverable in a statutory action for damages. The purchaser should refer to any applicable provisions of the securities legislation of the province in which the purchaser resides for the particulars of these rights, or consult with a legal advisor.

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CERTIFICATE OF THE CORPORATION

Dated: January 19, 2021

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, as of the date of a particular distribution of securities offered by the prospectus, will, as of that date, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this prospectus supplement, as required by the securities legislation of each of the provinces of Canada, other than Québec.

(Signed) “Charles Bachtell”<br><br><br>Chief Executive Officer		(Signed) “Dennis Olis”<br><br><br>Chief Financial Officer
	On behalf of the<br><br><br>Board of Directors
(Signed) “Dominic Sergi”<br><br><br>Dominic Sergi, Director		(Signed) “Carol Vallone”<br><br><br>Carol Vallone, Director

CERTIFICATE OF THE AGENT

Dated: January 19, 2021

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada, other than Québec.

ATB CAPITAL MARKETS INC.

(signed) “Adam Carlson”

Adam Carlson

Managing Director

EX-99.6

Exhibit 99.6

Execution Version

AGENCY AGREEMENT

Effective as of January 19, 2021

Cresco Labs Inc.

400 W. Erie Street, Suite 110

Chicago, IL 60654

Attention:	Charles Bachtell,
	Chief Executive Officer & Director

The undersigned, ATB Capital Markets Inc. (the “Agent”), as agent, understands that Cresco Labs Inc. (the “Corporation”) proposes to issue and sell subordinated voting shares of the Corporation (the “Offered Shares”) at a price of CDN$16.00 per Offered Share (the “Offering Price”) for aggregate gross proceeds of up to USD$125,000,000 (the “Offering”). The offering of the Qualified Securities (as defined herein) by the Corporation is hereinafter referred to as the “Offering”.

The Corporation has prepared and filed a preliminary short form base shelf prospectus dated July 17, 2019 (the “Preliminary Base ShelfProspectus”) and a final short form base shelf prospectus dated July 25, 2019 (the “Final Base Shelf Prospectus”) in respect of the offering of subordinate voting shares (“Subordinate Voting Shares”), debt securities, subscription receipts, warrants to purchase other securities, units comprising of one or more of the other securities in one or more offerings for an aggregate offering price of up to $500,000,000 with the British Columbia Securities Commission (the “Reviewing Authority”) and the Canadian securities regulatory authorities in each of the Provinces of Canada; and the Reviewing Authority has issued a receipt on behalf of itself and evidencing issuance of a receipt by Ontario, and also a receipt under Multilateral Instrument 11-102 – Passport System (the “Decision Document”) on behalf of the Canadian securities regulator in each of Nova Scotia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Prince Edward Island and Newfoundland and Labrador, for each of the Preliminary Base Shelf Prospectus and the Final Base Shelf Prospectus. The term “BaseProspectus” means the Final Base Shelf Prospectus, including documents incorporated therein by reference, at the time the Reviewing Authority issued a Decision Document with respect thereto in accordance with the rules and procedures established under all applicable Securities laws in each of the Provinces of Canada and the respective regulations and rules under such laws together with applicable published policy statements and instruments of the securities regulatory authorities in the each of the Provinces of Canada, including National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions (together, the “Shelf Procedures”). The term “Prospectus” means the prospectus supplement (the “Supplement”) relating to the Offering, to be dated and filed with the Canadian securities regulatory in each Province of Canada except Quebec (collectively, the “Canadian Securities Regulators”) within two Business Days hereof in accordance with the Shelf Procedures, together with the Base Prospectus, including all documents incorporated therein by reference.

The Agent proposes to offer the Qualified Securities (as defined herein) for sale, as sole and exclusive agent of the Corporation, on a best efforts basis, in the manner contemplated by this Agreement.

In connection with the Offering, the Agent shall be entitled to retain as sub-agents other registered securities dealers and may receive subscriptions for Offered Shares from other registered securities dealers acceptable to the Corporation (each, a “Selling Firm”). The fee payable to such Selling Firm shall be for the account of, and paid for solely by, the Agent.

The Corporation has granted the Agent an option (the “Agent’s Option”), exercisable in whole or in part at any time and from time to time until that date which is 30 days following the Closing Date (as herein defined) (the “Option Expiry Date”), to offer for sale such number of additional Offered Shares (the “Additional Offered Shares”) that is equal to 15% of the number of Offered Shares sold under the Offering, solely to cover over-allotments, if any, and for market stabilization purposes. The Agent’s Option may be exercised by the Agent in respect of Additional Offered Shares at the Offering Price. The Offered Shares and the Additional Offered Shares are collectively referred to herein as the “Qualified Securities”.

It is understood that the Qualified Securities will be offered to Purchasers (as defined herein) resident in: (i) each of Provinces except Quebec (the “Qualifying Provinces”); and (ii) non-Canadian jurisdictions as may mutually be agreed to in writing by the Corporation and the Agent, including the United States in accordance with Schedule A hereto (collectively with the Qualifying Provinces, the “Selling Jurisdictions”), on a private placement basis, provided that the Corporation is not required to file a prospectus, registration statement or other disclosure document or become subject to any other registration or obligation, including but not limited to any continuing obligations in such other jurisdictions, in each case in accordance with the provisions of this Agreement (as defined herein).

The parties acknowledge that the Qualified Securities have not been and will not be registered under the U.S. Securities Act (as defined herein) or the securities laws of any state of the United States and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any state of the United States in the manner specified in this Agreement and pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Corporation and the Agent contained in Schedule A hereto. Actions to be undertaken by the Agent with respect to offers and sales of Qualified Securities to, or for the account or benefit of, persons in the United States and U.S. Persons shall be undertaken through the U.S. Placement Agent (as defined herein) which will conduct offers and sales of the Qualified Securities to, or for the account or benefit of, persons in the United States and U.S. Persons that are Qualified Institutional Buyers (as defined herein).

1.	Interpretation

Unless expressly provided otherwise, where used in this Agreement or any schedule hereto, the following terms shall have the following meanings, respectively:

“affiliate”, “associate”, “distribution”, “material change”, “materialfact” and “subsidiary” have the respective meanings given to them in the Securities Act (British Columbia);

“Additional Offered Shares” has the meaning given to it in the fifth paragraph of this Agreement;

“Agent” has the meaning given to it in the first paragraph of this Agreement;

“Agent’s Commission” has the meaning given to it in Section 10;

“Agent’s Counsel” means TingleMerrett LLP;

“Agent’s Option” has the meaning given to it in the fifth paragraph of this Agreement;

“Agent’s Option Notice” has the meaning given to it in Section 11;

“Agreement” means this agreement, as it may be amended, modified or supplemented from time to time in accordance with its terms;

“Anti-Money Laundering Laws” means, collectively, the anti-money laundering laws of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to which the Corporation and each of the Cresco Subsidiaries is subject;

“Applicable IP Laws” means all applicable federal, provincial, state, local and other laws and regulations applicable to Intellectual Property in all jurisdictions in which the Corporation has registered Intellectual Property;

“Applicable Securities Laws” means, collectively, and, as the context may require, the securities laws of each of the Qualifying Provinces and the respective regulations and rules made under those securities laws together with all applicable published policy statements, blanket orders and rulings of the Canadian Securities Regulators and all published discretionary orders or rulings, if any, of the Canadian Securities Regulators applicable to the transactions contemplated by this Agreement, and U.S. Securities Laws;

“Auditors” means Marcum LLP, the auditors of the Corporation;

“Base Prospectus” has the meaning given to it in the second paragraph of this Agreement;

“BCBCA” means the British Columbia Business Corporations Act;

“Business Day” means a day that is not a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

“Canadian Securities Regulators” has the meaning given to it in the second paragraph of this Agreement;

“CDS” has the meaning given to it in subsection 12(b);

“CFPOA” means the Corruption of Foreign Public Officials Act (Canada);

“CIPO” means the Canadian Intellectual Property Office;

“Claims” has the meaning given to it in Section16;

“Closing” means the completion of the initial issue and sale by the Corporation of the Qualified Securities pursuant to this Agreement;

“Closing Date” means January 21, 2021 or such other date as the Corporation and the Agent may agree upon in writing;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Agent may agree;

“comparables” has the meaning given to it in NI 41-101;

“Contract” means any written or oral agreement, indenture, contract, lease, sublease, deed of trust, licence, option, or other legally enforceable obligation of or in favour of the applicable person;

“Corporation” has the meaning given to it in the first paragraph of this Agreement;

“Corporation IP” means the Intellectual Property that has been developed by or for or is being developed by or for the Corporation or that is being used by the Corporation, other than Licensed IP;

“Corporation’sCounsel” means Bennett Jones LLP;

“COVID-19 Outbreak” means the novel coronavirus disease (COVID-19) outbreak;

“Cresco Subsidiary” means the material subsidiaries of the Corporation, as set out in Schedule “B” of this Agreement;

“CSE” means the Canadian Securities Exchange;

“Decision Document” has the meaning given to it in the second paragraph of this Agreement;

“Documents Incorporated by Reference” means the documents that are incorporated by reference into the Prospectus or any Prospectus Amendment;

“Due Diligence Sessions” has the meaning given to it in subsection 3(c);

“Eligible Issuer” means an issuer which meets the criteria and has complied with the requirements of NI 44-101 so as to be qualified to offer securities by way of a short form prospectus under Applicable Securities Laws;

“Environmental Laws” “means all applicable Laws currently in existence in Canada and the United States (whether federal, provincial, state or municipal) relating to the protection and preservation of the environment, occupational health and safety, product safety, product liability or hazardous substances;

“Escrow Agent” means Odyssey Trust Company;

“Expiry Date” has the meaning given to it in the first paragraph of this Agreement;

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder;

“Final Base Shelf Prospectus” has the meaning given to it in the second paragraph of this Agreement;

“Financial Information” means the audited financial statements of the Corporation for the years ended December 31, 2019 and 2018, management’s discussion and analysis of the Corporation for the year ended December 31, 2019, the Corporation’s unaudited condensed interim financial statements for the three and nine months ended September 30, 2020, and the Corporation’s management’s discussion and analysis for the three and nine months ended September 30, 2020;

“GST” has the meaning given to it in Section 10;

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, which were adopted by the Canadian Accounting Standards Board as Canadian generally accepted accounting principles applicable to publicly accountable enterprises;

“Indemnified Party” and “Indemnified Parties” have the respective meanings given to them in Section 16;

“Intellectual Property” means:

(a)

any trademarks, trade names, business names, brand names, service marks, computer software (including source code and object code), computer programs, compositions, configurations, copyrights, including any performing, author or moral rights, designs, developments, drawings, inventions, patents, franchises, formulae, processes, know-how, trade secrets, compositions, processes, prototypes, plans, procedures, techniques, technology and related goodwill and any other similar other intellectual or industrial property and includes any rights to the foregoing; and

(b)

all registrations (including all reissues, continuations, continuations-in-part, revisions, extensions, divisionals, and reexaminations thereof) and applications for registration with respect to any of the foregoing, together with all rights to apply for registrations, certificates, or renewals with respect to any of the foregoing;

---

“knowledge of the Corporation” or “Corporation’s knowledge” or similar expressions means to the actual knowledge of the Chief Executive Officer and Chief Financial Officer of the Corporation, after due inquiry;

“Laws” means any federal, provincial, state, municipal, domestic or foreign law, statute, ordinance, regulation, rule, by-law, judgment, decree, order or award of any authority having jurisdiction over the Corporation or the Agent, as applicable;

“Leased Premises” means the premises which are used or otherwise occupied by the Corporation and which the Corporation uses or occupies, as applicable, as tenant, sub-tenant, leasee, subleasee or otherwise;

“Licensed IP” means the Intellectual Property which the Corporation uses and is owned by another person;

“marketing materials” has the meaning given to it in NI 41-101;

“material adverse effect” means any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision by the board of directors is probable), event, violation, inaccuracy, circumstance or effect that (a) is materially adverse to the business, assets (including intangible assets), operations, liabilities (contingent or otherwise), capital, prospects relating to publicly announced acquisitions, financial condition or results of operations of the Corporation and the Cresco Subsidiaries, on a consolidated basis or (b) results or could reasonably be expected to result in the Prospectus containing a misrepresentation;

“misrepresentation” means:

(i)	an untrue statement of a material fact, or
(ii)	an omission to state a material fact that is required to be stated or that is necessary to make a statement not<br>misleading in the light of the circumstances in which it was made;
---	---

“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements;

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions;

“NI 52-110” means National Instrument 52-110 – AuditCommittees;

“Notice” has the meaning given to it in Section 25;

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department;

“Offered Share” has the meaning given to it in the first paragraph of this Agreement; “

“Offering” has the meaning given to it in the first paragraph of this Agreement;

“Offering Price” has the meaning given to it in the first paragraph of this Agreement;

“Option Closing” has the meaning given to it in Section 11;

“Option Closing Date” means the date, which shall be a Business Day, as set out in the Agent’s Option Notice or such other date that the Corporation and the Agent may agree;

“Option Closing Time” means 8:00 a.m. (Toronto time) on the Option Closing Date or such other time on the Option Closing Date as the Corporation and the Agent may agree;

“Option Expiry Date” has the meaning given to it in the fifth paragraph of this Agreement;

“Permit” means any certificate, authority, permit or licence issued by appropriate state, provincial, municipal or federal, United States and foreign regulatory agencies or bodies necessary to the conduct of the business of the Corporation, as applicable, as such business is currently conducted;

“person” means a natural person, partnership, limited partnership, limited liability partnership, syndicate, sole proprietorship, corporation or company (with or without share capital), limited liability company, trust, unincorporated association, joint venture or other entity or authority;

“Preliminary Base Shelf Prospectus” has the meaning given to it in the second paragraph of this Agreement;

“President’s List Purchasers” means those Purchasers identified on a president’s list mutually agreed upon by the Corporation and the Agent in advance of Closing;

“Prospectus” has the meaning given to it in the second paragraph of this Agreement;

“Prospectus Amendment” means any amendment or supplement to the Prospectus;

“Public Record” means all information filed by or on behalf of the Corporation with the Canadian Securities Regulators and accessible on SEDAR since December 31, 2019, including without limitation, the Documents Incorporated by Reference, the Prospectus and any Prospectus Amendment and any other information filed with any Canadian Securities Regulators and accessible on SEDAR since December 31, 2019 in compliance, or intended compliance, with the continuous disclosure obligations imposed on the Corporation under any Applicable Securities Laws;

“Purchasers” means the purchasers of the Qualified Securities at the Closing Time or Option Closing Time;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as that term is defined in Rule 144A under the U.S. Securities Act, that is also a U.S. Accredited Investor;

“Qualified Securities” has the meaning given to it in the fifth paragraph of this Agreement;

“Qualifying Provinces” has the meaning given to it in the sixth paragraph of this Agreement;

“Registered Corporation IP” means all Corporation IP that is the subject of an application for registration or registration with an intellectual property office (including, without limitation, the CIPO and the USPTO) or other registrar for Intellectual Property;

“RegulationD” means Regulation D promulgated under the U.S. Securities Act;

“Regulation S” means Regulation S promulgated under U.S. Securities Act;

“Reviewing Authority” has the meaning given to it in the second paragraph of this Agreement;

“Securities” means the Offered Shares and the Additional Offered Shares;

“SEDAR” means the System for Electronic Data Analysis and Retrieval;

“Selling Firm” has the meaning given to it in the fourth paragraph of this Agreement;

“Selling Jurisdictions” has the meaning given to it in the sixth paragraph of this Agreement;

“Shelf Procedures” has the meaning given to it in the second paragraph of this Agreement;

“standard term sheet” has the meaning given to it in NI 41-101;

“Subordinate Voting Shares” has the meaning given to it in the second paragraph of this Agreement;

“Supplement” has the meaning given to it in the second paragraph of this Agreement;

“Supplement Filing Date” means the date on which the Supplement is filed with the securities regulatory authorities in the Qualifying Provinces

“Taxes” has the meaning given to it in subsection 9(q);

“template version” has the meaning given to it in NI 41-101;

“Transfer Agent” means Odyssey Trust Company, in its capacity as transfer agent for the Corporation, or any successor thereto;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“USPTO” means the United States Patent and Trademark Office;

“U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) of Regulation D;

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. Marijuana Laws” means certain United States federal laws relating to the cultivation, distribution or possession of marijuana in the United States and other related judgments, orders or decrees;

“U.S. Placement Memorandum” has the meaning given in subsection 5(b);

“U.S. Person” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S;

“U.S. Placement Agent” means A.G.P./Alliance Global Partners;

“U.S. Purchasers” means Purchasers of Qualified Securities that (i) are in the United States or a U.S. Person, (b) are purchasing Qualified Securities for the account or benefit of a U.S. Person or any person in the United States, (iii) receives or received an offer of the Offered Shares while in the United States, or (iv) are or were (or their authorized signatory are or were) in the United States at the time the Purchaser’s buy order was made, and, in each case, are Qualified Institutional Buyers purchasing in accordance with Schedule A hereto;

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means all applicable securities laws of the United States including, but not limited to, the U.S. Securities Act and the U.S. Exchange Act and the applicable state securities laws and the respective rules, regulations, orders and rulings under such laws, together with applicable published policies, policy statements and notices of the securities regulatory authorities in the United States and each applicable state;

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to “paragraph” and “Section” (unless otherwise indicated) are to the appropriate paragraphs and Sections of this Agreement. Unless the context otherwise requires, any reference to a statute shall be deemed to include regulations made pursuant thereto, all amendments in force from time to time, and any statute or regulation that may be passed that has the effect of supplementing or superseding the statute or regulation referred to.

Schedule A – Compliance with United States Securities Laws – is attached to this Agreement and deemed to be a part hereof and hereby incorporated by reference herein.

2.	Appointment of Agent
(a)	The Corporation hereby appoints the Agent as the Corporation’s sole and exclusive agent to effect the sale<br>of the Qualified Securities in the Qualifying Provinces, and in any other jurisdiction where the Qualified Securities may be lawfully offered for sale or sold, on a best efforts basis on the terms and conditions hereinafter provided. The Agent<br>agrees to act as the Corporation’s agent for such purpose and to use its best efforts to effect the sale of the Qualified Securities on the Corporation’s behalf, directly and through the Selling Firms (including, for the avoidance of<br>doubt, the U.S. Placement Agents), subject to the terms and conditions hereinafter provided. It is understood that the Agent shall act as agent only and shall not at any time be obligated to purchase or to arrange for the purchase of any Qualified<br>Securities, although the Agent may purchase the Qualified Securities if it so desires.
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(b)	The Agent agrees to sell the Qualified Securities only in accordance with, and in a manner permitted by,<br>applicable Laws, including Applicable Securities Laws and only in those jurisdictions where they may be lawfully offered for sale or sold, and the Agent shall require any Selling Firm (including, for the avoidance of doubt, the U.S. Placement<br>Agents) to so comply. The Agent further agrees that (i) subject to receipt of the same from the Corporation, to send a copy of the Prospectus to all Purchasers and to send a copy of all Prospectus Amendments to all persons to whom copies of the<br>Prospectus are sent; and (ii) the sale of the Qualified Securities in any jurisdiction outside of the Qualifying Provinces shall not require the Corporation to file a prospectus, registration statement or other disclosure document or become<br>subject to continuing obligations in such other jurisdictions.
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(c)	The Agent hereby represents and warrants that: (i) it is duly qualified under Applicable Securities Laws<br>in Canada to effect the sale of the Qualified Securities in the Qualifying Provinces; (ii) it and each Selling Firm that is not registered as a broker-dealer under Section 15 of the U.S. Exchange Act will not offer or sell any of the<br>Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons other than through the U.S. Placement Agent (including in compliance with Rule 15a-6 under the U.S.<br>Exchange Act); and (iii) all offers and sales of the Qualified Securities in the United States will be effected by the U.S. Placement Agent, in accordance with all applicable U.S. federal and state broker-dealer requirements. The U.S. Placement<br>Agent is, and will be on the date of each offer or sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons effected by it, duly registered as a broker-dealer pursuant to Section 15(b)<br>of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective states’ broker-dealer registration requirements) and a member of and in good standing with the Financial<br>Industry Regulatory Authority, Inc.
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(d)	The Agent may appoint Selling Firms duly qualified in their respective jurisdictions, as their agents to assist<br>in the Offering and shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agent herein, to
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the extent applicable, and shall offer the Qualified Securities for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the<br>Prospectus and this Agreement. The Agent agrees to obtain such an agreement of each Selling Firm. The Agent may determine the remuneration payable to such Selling Firms, which remuneration, if any, shall comprise a portion of the Agent’s<br>Commission payable hereunder, and shall be for the account of, and paid for solely by, the Agent.
(e)	For the purposes of this section and unless otherwise indicated in writing by the Corporation, the Agent shall<br>be entitled to assume that the Qualified Securities are qualified for distribution in any Qualifying Provinces following the filing of the Supplement.
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(f)	The Agent shall use its best efforts to complete the distribution of the Offered Shares pursuant to the<br>Supplement as early as practicable and the Agent shall advise the Corporation in writing when the Agent has completed the distribution of the Offered Shares and, if required for regulatory compliance purposes, provide a breakdown of the number of<br>Offered Shares distributed and proceeds received (i) in each of the Qualifying Provinces, and (ii) in any other jurisdiction.
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3.	Qualification for Sale
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(a)	The Corporation shall:
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(i)	forthwith after the execution of this Agreement and in any event no later than 4:00 p.m. (Toronto time) on<br>January 19, 2021, use reasonable commercial efforts to prepare and file the Supplement and other documents required under Applicable Securities Laws to be filed in connection with the Supplement, with the Canadian Securities Regulators, and<br>otherwise fulfill all legal requirements necessary to enable the Qualified Securities to be offered in each of the Qualifying Provinces through the Agent or any other investment dealer duly registered in the applicable Qualifying Province who<br>complies with Applicable Securities Laws and the terms and conditions of its registration; and
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(ii)	until the date on which the distribution of the Qualified Securities is completed, use its commercially<br>reasonable efforts to promptly take, or cause to be taken, all additional steps and proceedings that from time to time may be required or desired under Applicable Securities Laws in each Qualifying Province to continue to qualify the distribution of<br>the Qualified Securities or, in the event that the Qualified Securities have, for any reason, ceased to so qualify, to so qualify again the Qualified Securities for distribution.
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(b)	Prior to the filing of the Supplement and, during the period of distribution of the Qualified Securities, prior<br>to the filing with any Canadian Securities Regulators of any Prospectus Amendment after the date hereof, the Corporation shall allow the Agent and the Agent’s Counsel to participate fully in the preparation of, and to approve the form of, the<br>Supplement and any such Prospectus Amendment, as applicable, and to have reviewed any Documents Incorporated by Reference therein (such approval and review not to be unreasonably withheld, conditioned or delayed).
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(c)	During the period from the date hereof until completion of the distribution of the Qualified Securities, the<br>Corporation shall allow the Agent to conduct all due diligence which they may reasonably require in order to fulfill their obligations as “underwriters” (as the term is defined in Applicable Securities Laws) and in order to enable the<br>Agent to responsibly execute the certificates required to be executed by them in the Supplement or in any Prospectus Amendment. Without limiting the generality of the foregoing, the Corporation shall make available its senior management, and shall<br>use its commercially reasonable efforts to cause the Auditors and the Corporation’s Counsel, to answer any questions which the Agent may have and otherwise participate in one or more due diligence sessions to be held prior to Closing<br>(collectively, the “Due Diligence Sessions”), subject to the delivery by the Agent of such documents that such parties may reasonably request or which are customary or necessary as a prerequisite to their participation in any Due<br>Diligence Session. The Agent shall distribute a list of written questions to be answered in advance of such Due Diligence Session.
(d)	The Corporation intends to apply the net proceeds from the Offering substantially in the manner described in<br>the Prospectus under the heading “Use of Proceeds”.
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4.	Marketing Materials
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Until the Closing or termination of this Agreement, the Corporation and the Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor of Qualified Securities, such marketing materials to comply with Applicable Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 4. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Qualified Securities, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation.

The Corporation and the Agent, on a several basis, covenant and agree:

(a)

not to provide any potential investor of Qualified Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Qualified Securities;

(b)

not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 4; (ii) the Prospectus or any Prospectus Amendment; and (iii) any “standard term sheets”, as defined in NI 41- 101, approved in writing by the Corporation and the Agent; and

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(c)	that any marketing materials approved and filed in accordance with this Section 4 and any standard term<br>sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities<br>Laws.
5.	Delivery of Prospectus and Related Documents
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The Corporation shall deliver or cause to be delivered without charge to the Agent and the Agent’s Counsel the documents set forth below at the respective times indicated:

(a)	concurrently with the filing of the Supplement:
(i)	copies of the Prospectus, signed as required by Applicable Securities Laws of the Qualifying Provinces<br>(provided that the Agent shall have also signed and certified the Supplement);
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(ii)	copies of any Documents Incorporated by Reference which have not previously been delivered to the Agent or<br>filed on SEDAR; and
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(iii)	copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the<br>period of distribution of the Qualified Securities, to the extent not filed on SEDAR;
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(b)	as soon as it is available, and only if required, the private placement memorandum incorporating the Base<br>Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and,<br>forthwith after preparation, any amendment to the U.S. Memorandum;
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(c)	as soon as they are available, copies of any Prospectus Amendment filed by the Corporation in the Qualifying<br>Provinces, signed as required by Applicable Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated by<br>Reference therein which have not been previously delivered to the Agent or filed on SEDAR;
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(d)	prior to the filing of the Supplement with the Canadian Securities Regulators, a “long form” comfort<br>letter from the Auditors, dated the date of the Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date), addressed to the Agent and satisfactory in form and substance to the Agent<br>and the Agent’s Counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the<br>Documents Incorporated by Reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business and have found such information and percentages to be in agreement; and<br>
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(e)	prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that<br>the listing of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth therein.

A comfort letter similar to the foregoing shall be provided to the Agent with respect to any Prospectus Amendment at the time the same is presented to the Agent for signature or, if the Agent’s signature is not required, at the time the same is filed. All such comfort letters shall be in form and substance acceptable to the Agent and the Agent’s Counsel, acting reasonably.

The filings and deliveries referred to in this Section 5 shall also constitute the Corporation’s consent to the use by the Agent and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference in connection with the offering and sale of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities Laws.

6.	Representations as to the Prospectus

Delivery of the Prospectus and any Prospectus Amendment shall constitute, a representation and warranty by the Corporation to the Agent that as of their respective dates:

(a)	all information and statements contained in the Prospectus, including all Documents Incorporated by Reference,<br>are, and all information and statements (except information relating solely to and furnished by the Agent specifically for inclusion therein) contained in the Supplement (and any further amendments or supplements to the Prospectus), including all<br>Documents Incorporated by Reference, will be true and correct in all material respects and contained, or will contain, no misrepresentation and constituted, or will constitute, full, true and plain disclosure of all material facts relating to the<br>Corporation and the Offering;
(b)	no material fact or information has been or will be omitted from such disclosure (except that no representation<br>or warranty is given regarding facts or information relating solely to the Agent) that was or is required to be stated in such disclosure or was or is necessary to make the statements or information contained in such disclosure not misleading in<br>light of the circumstances under which they were or will be made;
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(c)	except as set forth in the Final Base Shelf Prospectus or as will be set forth or contemplated in the<br>Prospectus, there has been no material change since the end of the period covered by the financial statements of the Corporation included in the Final Base Shelf Prospectus; and
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(d)	such Prospectus complies in all material respects with the requirements of the Applicable Securities Laws,<br>including without limitation the Shelf Procedures.
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Such deliveries shall also constitute (or, in the case of the Final Base Shelf Prospectus, constituted) the Corporation’s consent to the Agent’s use of the subject Prospectus for the distribution of the Qualified Securities in the Qualifying Provinces in compliance with the provisions of this Agreement and Applicable Securities Laws.

7.	Commercial Copies

The Corporation shall cause commercial copies of the Prospectus, all amendments of and supplements to such document, if any, the U.S. Memorandum, if applicable, and if requested by the Agent, all Documents Incorporated by Reference or any amendments thereof or supplemental thereto, to be delivered to the Agent without charge, in such numbers and in such cities as the Agent may reasonably request by written instructions to the Corporation. Such delivery of the Prospectus shall be effected as soon as possible but in any event no later than 11:00 a.m. (Toronto time) on the next Business Day after the Supplement Filing Date or, in relation to any Prospectus Amendment, no later than 11:00 a.m. (Toronto time) on the first Business Day after the date on which such Prospectus Amendment is filed with the Canadian Securities Regulators.

8.	Material Change During Distribution
(a)	Material Change Regarding the Corporation
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During the period from the date of this Agreement to the completion of distribution of the Qualified Securities, the Corporation shall promptly notify the Agent in writing of:

(i)	any material change (actual, anticipated or threatened, financial or otherwise) in the business, affairs,<br>operations, financial prospects, assets, liabilities or obligations (contingent or otherwise) or capital of the Corporation;
(ii)	any material fact which has arisen or been discovered and would have been required to have been stated in the<br>Prospectus had the fact arisen or been discovered on, or prior to, the date of such document; and
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(iii)	any change in any material fact (which for the purposes of this Agreement shall be deemed to include the<br>disclosure of any previously undisclosed material fact) contained in the Prospectus, including all Documents Incorporated by Reference, which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or<br>untrue or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying (to the extent that such compliance is required) with Applicable Securities Laws in Canada.
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The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under Applicable Securities Laws of the Qualifying Provinces as a result of such fact or change. However, the Corporation shall not file any Prospectus Amendment or other document without first consulting with the Agent with respect to the form and content thereof.

The Corporation shall cooperate in all respects with the Agent to allow and assist the Agent to participate fully in the preparation of any Prospectus Amendment and shall allow the Agent to conduct any and all due diligence which in the opinion of the Agent is required in order to enable the Agent to responsibly execute any certificates required to be executed by the Agent in the Prospectus or in any Prospectus Amendment to fulfill their obligations under Applicable Securities Laws. The Corporation shall in good faith discuss with the Agent any fact or change in circumstances (actual, anticipated or threatened, financial or otherwise), which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 8(a).

If such a change, as contemplated under this Section 8(a), requires a Prospectus Amendment to be filed in accordance with Applicable Securities Laws of the Qualifying Provinces, the Corporation shall also prepare and deliver promptly to the Agent signed copies of each such Prospectus Amendment (provided that the Agent shall have also signed and certified each such Prospectus Amendment).

(b)	Change in Applicable Securities Laws

If, during the period of distribution of the Qualified Securities, there shall be any change in Applicable Securities Laws of the Qualifying Provinces which, in the opinion of the Corporation or the Agent, acting reasonably, requires the filing of a Prospectus Amendment, the Corporation shall, to the satisfaction of the Agent and the Agent’s Counsel, acting reasonably, promptly prepare and file such Prospectus Amendment with the appropriate Canadian Securities Regulators where such filing is required; provided that the Corporation shall not file any such Prospectus Amendment or other document without first consulting with the Agent with respect to the form and content thereof.

If, as a result of any circumstance contemplated in the foregoing subsections of this section, a Prospectus Amendment is required to be filed, then, subject to Section 15, the Closing Date shall be, unless the Corporation and the Agent otherwise agree in writing, the sixth Business Day following the later of:

(i)	the date on which all applicable filings or other requirements under Applicable Securities Laws of the<br>Qualifying Provinces with respect to such material change or change in a material fact have been complied with in all Qualifying Provinces and any appropriate receipts obtained for such filings and notice of such filings from the Corporation or the<br>Corporation’s Counsel have been received by the Agent; and
(ii)	the date upon which the commercial copies of any Prospectus Amendment have been delivered in accordance with<br>Section 7.
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(d)	Notifications under Applicable Securities Laws
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During the period from the date of this Agreement to the completion of the distribution of the Qualified Securities, the Corporation will promptly inform the Agent in writing of the full particulars of:

(i)	any request of any Canadian Securities Regulator or similar regulatory authority, for any amendment to, or to<br>suspend or prevent the use of, the Prospectus, or for any additional information;
(ii)	the issuance by any Canadian Securities Regulator or similar regulatory authority, the CSE or any other<br>competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or, to the knowledge of the Corporation, threat of institution, of any proceedings for that purpose; and
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(iii)	the receipt by the Corporation of any non-administrative communication<br>from any Canadian Securities Regulator or similar regulatory authority, the CSE or any other competent authority relating to the Prospectus, or the distribution of the Qualified Securities,

and except as otherwise agreed by the Agent and the Corporation, the Corporation will use its reasonable commercial efforts to prevent the issuance of any cease trading order or suspension order and, if issued, use its reasonable commercial efforts to obtain the withdrawal thereof as soon as possible.

9.	Representations and Warranties of the Corporation

The Corporation hereby represents and warrants as follows to the Agent and acknowledges that the Agent is relying upon such representations and warranties in connection with their execution and delivery of this Agreement and the completion of the Offering that:

Corporate Matters

(a)	the Corporation is a corporation duly incorporated and organized and is a valid and subsisting corporation<br>under the laws of British Columbia, and has all requisite power, capacity and authority to carry on its business as now conducted in each of the jurisdictions it carries on business and to own, lease or operate its assets and properties and to<br>offer, issue and sell the Offered Shares and neither the Corporation nor, to the knowledge of the Corporation, any other person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing the Corporation’s dissolution<br>or winding up, and (ii) has full corporate right, power and authority to execute this Agreement and to carry out its obligations hereunder;
(b)	the Corporation is the direct or indirect registered and beneficial owner of all of the issued and outstanding<br>shares and other voting securities of each Cresco Subsidiary, in each case, except as disclosed or incorporated by reference in the Prospectus, free and clear of all encumbrances, liens, mortgages, hypothecations, security interests, charges or<br>adverse interests whatsoever, and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the<br>purchase from the Corporation or any Cresco Subsidiary of any of the shares or other securities of any Cresco Subsidiary;
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(c)	this Agreement has been or will be on the Closing Date duly authorized by all necessary corporate action on the<br>part of the Corporation (to the extent it is a party to the particular document) and will constitute valid obligations of the Corporation (to the extent it is a party to the particular document) legally binding upon the Corporation, if and as<br>applicable, and enforceable in accordance with their respective terms, subject to the fact that enforceability may be affected by bankruptcy, insolvency, arrangement, liquidation, moratorium, reorganization or other similar laws of general<br>application relating to or affecting the enforcement of creditors’ rights generally, by general principles of equity, including, without limitation, the fact that equitable remedies (such as specific performance and injunctive relief) may only<br>be awarded in the discretion of a court, applicable statutes of limitations and that the ability to sever unenforceable terms may be limited by applicable law;
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(d)	each Cresco Subsidiary is a corporation incorporated, amalgamated, continued or organized and validly existing<br>under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization and has all requisite power, capacity and authority to carry on its business as now conducted in each of the jurisdictions it carries on business and to<br>own, lease or operate its assets and properties and none of the Cresco Subsidiaries nor, to the knowledge of the Corporation, any other person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing such Cresco<br>Subsidiaries’ dissolution or winding up;
(e)	other than in respect of U.S. Marijuana Laws, the Corporation and each of the Cresco Subsidiaries (i) has<br>conducted and is conducting its business in compliance with all applicable laws of each jurisdiction in which its business is carried on, other than acts of non-compliance that individually or in the aggregate<br>would not have a material adverse effect, and, to the knowledge of the Corporation, there are no facts that would give rise to a notice of material non-compliance with any such Applicable Laws, (ii) is<br>duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business where such license, registration or qualification is necessary to enable its business to be carried on as it is now<br>conducted and Assets and Properties to be owned, leased or operated, except where the failure to be so licensed, registered or qualified would not have a material adverse effect, and all such material licenses, registrations or qualifications are<br>valid and existing and in good standing;
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(f)	the Corporation is a reporting issuer in each of the Qualifying Provinces, is not in default in any material<br>respect of any requirement under the Applicable Securities Laws and is not on the list of defaulting issuers maintained by the Canadian Securities Regulators;
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(g)	no approval, authorization, consent or other order of, and no filing, registration or recording with, any<br>governmental authority, Canadian Securities Regulator or lenders to the Corporation is required of the Corporation in connection with the execution and delivery of, or with the performance by the Corporation of its obligations under, this Agreement<br>except (i) those which have been obtained or those which may be required and shall be obtained prior to the Closing Time under Applicable Securities Laws or the rules, by-laws and regulations of the CSE,<br>and (ii) such post-Closing notice filings with Canadian Securities Regulators and the CSE as may be required in connection with the Offering, including under Applicable Securities Laws in the United States and related post- Closing notice<br>filings as may be required in connection with the issue and sale of Offered Shares in the United States or to or for the account or benefit of U.S. Persons;
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(h)	each of the execution and delivery of this Agreement, the performance by the Corporation of its obligations<br>hereunder and thereunder, including the offer,
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issue and sale of the Offered Shares and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the<br>terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (i) any statute, rule or regulation applicable to the Corporation or any Cresco Subsidiary, including Applicable Securities Laws;<br>(ii) the constating documents or resolutions of the Corporation or any Cresco Subsidiary; (iii) any material mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the<br>Corporation or any Cresco Subsidiary is a party or by which it is bound; or (iv) any judgment, decree or order binding the Corporation or its assets and properties or any Cresco Subsidiary or its assets and properties; or except, in the case of<br>clauses (iii) and (iv) above, for such breach, violation or default which has not had and would not reasonably be expected to have a material adverse effect; affect the rights, duties and obligations of any parties to any material indenture,<br>agreement or instrument to which the Corporation or any Subsidiary is a party, nor give a party the right to terminate any such indenture, agreement or instrument by virtue of the application of terms, provisions or conditions in such indenture,<br>agreement or instrument, except as would not reasonably be expected to have a material adverse effect;
(i)	at the Closing, the Offered Shares will have been duly created, authorized, allotted and reserved for issuance<br>and, at the Closing Time, after payment of applicable consideration:
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(i)	the Offered Shares will be duly and validly issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation;
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(ii)	the Offered Shares will not have been issued in violation of or subject to any<br>pre-emptive or contractual rights to purchase securities issued or granted by the Corporation;
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(j)	the Subordinate Voting Shares have the attributes and characteristics and conform in all material respects with<br>the descriptions thereof contained in the Prospectus;
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(k)	the Subordinate Voting Shares are listed and posted for trading on the CSE and, prior to the Closing Time, all<br>necessary notices and filings will have been made with and all necessary consents, approvals, authorizations will have been obtained by the Corporation from the CSE to ensure that, subject to fulfilling the CSE’s standard listing conditions,<br>the Offered Shares will be listed and posted for trading on the CSE upon their issuance;
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(l)	(i) no default exists under and no event has occurred which, after notice or lapse of time or both, or<br>otherwise, constitutes a default under or breach, by the Corporation, any Subsidiary of the Corporation, or any other person, of any material obligation, agreement, covenant or condition contained in any material contract to which the Corporation or<br>any Subsidiary of the Corporation is a party; and (ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Subordinate Voting Shares or any other security of<br>
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the Corporation has been issued or made by any Canadian Securities Regulator or stock exchange or any other regulatory authority and is continuing in effect and no proceedings for that purpose<br>have been instituted or are pending or, to the knowledge of the Corporation, are contemplated or threatened by any such authority or under any Applicable Securities Laws, or except, in the case of clause (i) which has not had and would not<br>reasonably be expected to have a material adverse effect;
(m)	except as disclosed or incorporated by reference in the Prospectus in respect of the Corporation or disclosed<br>in writing to the Agents, the Corporation is not currently party to any agreement in respect of: (A) the purchase of any material assets and properties or any interest therein or the sale, transfer or other disposition of any material assets<br>and properties or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise; or (B) the change of control of the Corporation (whether by sale or transfer of shares or<br>sale of all or substantially all of the assets and properties of the Corporation or otherwise);
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(n)	the Financial Information (i) has been prepared in accordance with IFRS consistently applied throughout<br>the periods referred to therein, (ii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of the Corporation and its Subsidiaries<br>on a consolidated basis as at such dates and the results of its operations and its cash flows for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the<br>Corporation and its Subsidiaries on a consolidated basis in accordance with IFRS, and (iii) have been audited (in the case of the annual financial statements comprising the Financial Information) or will have been reviewed by the time of the<br>filing of the Prospectus (in the case of the interim financial statements comprising the Financial Information) by independent public accountants within the meaning of Applicable Securities Laws and the rules of the Chartered Professional<br>Accountants of Canada, and there has been no change in accounting policies or practices of the Corporation since January 1, 2020 except as disclosed in the Financial Information. Except as set out in the Financial Information or as incurred in<br>the ordinary course of business since September 30, 2020 and as would not individually or on the aggregate have a material adverse effect, the Corporation does not have any outstanding indebtedness or any liabilities or obligations including<br>any unfunded obligation under any employee plan, whether accrued, absolute, contingent or otherwise as of the date of the applicable financial statements;
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(o)	there are no off-balance sheet transactions, arrangements, obligations<br>(including contingent obligations) or other relationships of the Corporation or its Subsidiaries with unconsolidated entities and there are no other material liabilities of the Corporation or its Subsidiaries (absolute, accrued, contingent or<br>otherwise), except as disclosed in the Financial Information or incurred in the ordinary course of business since the date of the last interim Financial Information;
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(p)	Cresco maintains a system of internal accounting controls sufficient to provide reasonable assurances that,<br>(A) transactions are executed in accordance with management’s general or specific authorization, and (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain<br>accountability for assets;
(q)	all taxes (including income tax, sales tax, capital tax, payroll taxes, employer health tax, workers’<br>compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with<br>respect thereto (collectively, “Taxes”) due and payable by each of the Corporation and the Cresco Subsidiaries have been paid, other than any immaterial amounts as may have failed to have been remitted when due. All tax returns,<br>declarations, remittances and filings required to be filed by each of the Corporation and the Cresco Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete<br>and accurate, in all material respects, and no material fact or facts have been omitted therefrom which would make any of them materially misleading. No examination of any tax return of the Corporation or any of the Cresco Subsidiaries is currently<br>in progress to the knowledge of Corporation and there are no material issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation. There are no agreements, waivers or<br>other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation or any Cresco Subsidiary;
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(r)	neither Corporation nor any of the Cresco Subsidiaries have (i) made an assignment in favour of its<br>creditors nor a proposal in bankruptcy to their respective creditors or any class thereof, nor has any petition for a receiving order been presented in respect of them, or (ii) initiated proceedings with respect to a compromise or arrangement<br>with their respective creditors or for their winding up, liquidation or dissolution. No receiver has been appointed in respect of the Corporation or any of their respective assets and properties and no execution or distress has been levied upon any<br>of their assets and properties;
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(s)	the Corporation and the Cresco Subsidiaries have each established on their books and records reserves that are<br>adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes on the assets and properties of the Corporation or the Cresco Subsidiaries (other than liens for Taxes that are not yet due and payable or that are being<br>contested in good faith), and, to the knowledge of the Corporation, there are no audits pending of the tax returns of the Corporation or any Cresco Subsidiary (whether federal, state, provincial, local or foreign) and there are no claims which have<br>been asserted relating to any such tax returns, in each case which would reasonably be expected to have a material adverse effect;
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(t)	Marcum LLP, who audited the audited consolidated financial statements of the Corporation for the financial year<br>ended December 31, 2019, are independent public accountants and there has not been any “disagreement” or “reportable event” (within the respective meanings of NI 51-102) with the<br>current auditors or any former auditors of the Corporation;
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(u)	the audit committee’s responsibilities and composition comply with National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators, as such instrument applies to “venture issuers”;
(v)	the authorized share structure of the Corporation consists of: (i) an unlimited number of super voting<br>shares in the capital of the Corporation; (ii) an unlimited number of subordinate voting shares in the capital of the Corporation; (iii) an unlimited number of proportionate voting shares in the capital of the Corporation; and (iv) an<br>unlimited number of special subordinate voting shares. As of December 31, 2020, (A) 500,000 super voting shares in the capital of the Purchaser were issued and outstanding; (B) 194,085,615 subordinate voting shares in the capital of the<br>Corporation were issued and outstanding; (C) 197,598 proportionate voting shares in the capital of the Corporation were issued and outstanding (which are convertible on a 1:200 basis into 39,519,572 subordinate voting shares); and (D) 63,900,000<br>special subordinate voting shares were issued and outstanding and convertible on a 1:0.00001 basis into 639 subordinate voting shares;
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(w)	As of December 31, 2020, (A) an aggregate of 22,367,112 subordinate voting shares in the capital of the<br>Corporation are issuable upon the exercise of outstanding options issued pursuant to the long-term incentive plan of the Corporation, (B) an aggregate of 1,015,465 subordinate voting shares in the capital of the Corporation are issuable upon<br>the settlement of restricted share units issued pursuant to the long-term incentive plan of the Corporation, (C) an aggregate of 6,197,577 subordinate voting shares in the capital of the Corporation are issuable upon the exercise of outstanding<br>warrants of the Corporation, (D) an aggregate of 126,490,599 subordinate voting shares in the capital of the Corporation are issuable upon the redemption of redeemable units of Cresco Labs, LLC, and (E) an aggregate of 78,977 subordinate<br>voting shares in the capital of the Corporation are issuable in connection with the acquisition by the Corporation of CannaRoyalty Corp. d/b/a Origin House. As of December 31, 2020, except for such subordinate voting shares in the capital of<br>the Corporation described in the immediately preceding sentence and the Consideration Shares issuable in connection with the Arrangement, there are no securities, options, warrants, stock appreciation rights, restricted stock units, conversion<br>privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever to which the Corporation or any no person has any agreement, option, right<br>or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued Subordinate Voting Shares or other<br>securities of the Corporation or any Cresco Subsidiary or any other security convertible into or exchangeable for any such shares, or to require the Corporation or any Cresco Subsidiary to purchase, redeem or otherwise acquire any of the outstanding<br>securities in the capital of the Corporation or any Cresco Subsidiary, except as disclosed or incorporated by reference in the Prospectus in respect of the Corporation;
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(x)	except as disclosed or incorporated by reference in the Prospectus, to the knowledge of the Corporation, no<br>agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation or any Cresco Subsidiary;
(y)	except as disclosed or incorporated by reference in the Prospectus, no legal or governmental actions, suits,<br>judgments, investigations or proceedings are pending to which the Corporation or any Subsidiary, or to the knowledge of the Corporation, the directors, officers or employees of the Corporation or a Subsidiary of the Corporation are a party or to<br>which the assets and properties of the Corporation or a Subsidiary of the Corporation is subject and, to the knowledge of the Corporation, no such proceedings have been threatened against or are pending with respect to the Corporation or any<br>Subsidiary of the Corporation, or with respect to their assets and properties and none of the Corporation or any Subsidiary of the Corporation is subject to any judgment, order, writ, injunction, decree or award of any governmental authority, which,<br>either individually or in the aggregate, could reasonably be expected to have a material adverse effect;
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(z)	neither the Corporation nor any Cresco Subsidiary is in violation of its constating documents;<br>
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(aa)	except as disclosed or incorporated by reference in the Prospectus, other than liens arising in the ordinary<br>course of business which, individually or in the aggregate, do not and will not have a material adverse effect, the Corporation and each Cresco Subsidiary owns or has the right to full use of all assets and properties owned or used in its business<br>free and clear of any actual, pending or, to the knowledge of the Corporation, threatened claims, liens, charges, options, set-offs, free-carried interests, royalties, encumbrances, security interests or other<br>interests whatsoever;
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(bb)	except as would not reasonably be expected to have a material adverse effect, all contracts to which the<br>Corporation and/or any Cresco Subsidiary is a party are, to the knowledge of the Corporation, in full force and effect and are valid and enforceable by and against the Corporation or the Cresco Subsidiary, as the case may be, in accordance with<br>their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as limited by the application of equitable<br>principals when equitable remedies are sought, applicable statutes of limitations and by the fact that the ability to sever unenforceable terms may be limited by applicable laws, and none of the Corporation or any Cresco Subsidiary is in material<br>default or breach of any material contract;
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(cc)	to the knowledge of Cresco and other than certain restrictions on the registration of trademarks, patents and<br>other Intellectual Property related to cannabis at the U.S. federal level, the Corporation and/or the Cresco Subsidiaries, as applicable, own or have obtained valid and enforceable licenses for, or other rights to use, the Intellectual Property<br>material to its business as of the date hereof and the Corporation and each Cresco Subsidiary is not a party to or bound by any contract or any other obligation whatsoever that limits or impairs its ability to sell,<br>
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transfer, assign or convey, or that otherwise affects, such Intellectual Property, except in each case that would not have a material adverse effect. There is no pending action or proceeding, nor<br>any action threatened in writing or proceeding, against any person by the Corporation and the Cresco Subsidiaries with respect to the use of the Intellectual Property material to its business, and there are no state of facts or circumstances which<br>cast doubt on the validity or enforceability of such Intellectual Property, except for circumstances which would not have a material adverse effect. To the knowledge of the Corporation, the conduct of the Corporation’s and the Cresco<br>Subsidiaries’ respective businesses does not infringe upon the intellectual property rights, domestic or foreign, of any other person, except where such infringement would not have a material adverse effect and the Corporation and the Cresco<br>Subsidiaries have not received any claim or notice (written or otherwise) that the conduct of their respective businesses, including the use of the Intellectual Property, infringes upon or breaches any industrial or intellectual property rights of<br>any other person, or the trade secrets, know-how or confidential or proprietary information of any other person, except where such infringement would not reasonably be expected to result in a material adverse<br>effect;
(dd)	with respect to each of the premises of the Corporation and each of the Cresco Subsidiaries that is material to<br>the business of the Corporation and which the Corporation or a Cresco Subsidiary occupies as tenant (each, a “Leased Premises”), the Corporation or a Cresco Subsidiary occupies such Leased Premises and has the exclusive right to occupy and<br>use such Leased Premises and each of the leases pursuant to which the Corporation or a Cresco Subsidiary occupies such Leased Premises is, to the knowledge of the Corporation, in good standing and in full force and effect in all material respects<br>under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings by the Corporation or the Cresco Subsidiaries;<br>
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(ee)	neither the Corporation nor any Cresco Subsidiary is a party to or bound by any collective agreement and is not<br>currently conducting negotiations with any labour union or employee association;
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(ff)	the Corporation and each Cresco Subsidiary is in compliance in all material respects with all laws respecting<br>employment and employment practices, terms and conditions of employment, pay equity and wages and has not and is not engaged in any unfair labour practice;
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(gg)	each employee benefit plan that is maintained, administered or contributed to by the Corporation and the Cresco<br>Subsidiaries for employees or former employees of the Corporation and the Cresco Subsidiaries has been maintained in all material respects in compliance with its terms and Applicable Laws. All material accruals for unpaid vacation pay, premiums for<br>unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Corporation and the Cresco Subsidiaries,<br>except as would not reasonably be expected to have a material adverse effect;
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(hh)	no material labour dispute, disruption, grievance, arbitration or other conflict exists with the employees of<br>the Corporation or the Cresco Subsidiaries, or, to the knowledge of the Corporation, is imminent or threatened;
(ii)	to the knowledge of the Corporation, since January 1, 2020, none of the directors, officers or employees<br>of the Cresco Subsidiaries, any person who owns, directly or indirectly, an ownership interest in the Cresco Subsidiaries or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction<br>or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Corporation or the Cresco Subsidiaries which, as the case may be, materially affects, is material to or will materially affect the<br>Corporation or the Cresco Subsidiaries, except as disclosed or incorporated by reference in the Prospectus;
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(jj)	the Corporation and the Cresco Subsidiaries (i) have obtained insurance policies with responsible insurers<br>as are appropriate to their respective assets and properties, are sufficient for all applicable requirements of applicable law and in such amounts and against such risks as are customarily carried and insured against by comparable businesses, and<br>all such insurance policies are in full force and effect, except as would not reasonably be expected to have a material adverse effect; (ii) are not in material default with respect to the payment of any premium or compliance with any of the<br>provisions contained in such insurance policies and have not failed to give any notice or present any material claim under any such insurance policy in due and timely fashion. Except as would not reasonably be expected to have a material adverse<br>effect, neither the Corporation nor any Cresco Subsidiary has received notice from any of the insurers regarding cancellation of such insurance policy;
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(kk)	the minute books, share certificate books, registers of securityholders, registers of transfers and registers<br>of directors and partners and any similar corporate records of the Corporation and the Cresco Subsidiaries are complete and accurate in all material respects;
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(ll)	other than in respect of the U.S. Marijuana Laws or as otherwise publicly announced, to its knowledge, neither<br>the Corporation nor the Cresco Subsidiaries are aware of any applicable law or governmental position or change in applicable law or change in governmental position which it anticipates may have a material adverse effect;
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(mm)	except as would not have a material adverse effect, each of the Corporation, the Cresco Subsidiaries and each<br>of their respective assets and properties and the operation of their respective businesses, (i) are in compliance with any and all Environmental Laws, (ii) the Corporation and each of the Cresco Subsidiaries has complied in all respects<br>with all reporting and monitoring requirements under all Environmental Laws), (iii) has received all material permits, licenses or other approvals required under applicable Environmental Laws to conduct their business, and (iv) is in compliance<br>with all terms and conditions of any such permit, license or approval;
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(nn)	except for the Agent and its sub-agent, there is no person acting or<br>purporting to act at the request of the Corporation, who is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement;
(oo)	except as disclosed or incorporated by reference in the Prospectus, since September 30, 2020, there has<br>not been any material change in the business, affairs, operations, revenues, capital, properties, assets or liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation and<br>the Subsidiaries (taken as a whole) which would have a material adverse effect;
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(pp)	neither the Corporation nor any of the Cresco Subsidiaries nor, to the knowledge of the Corporation, any<br>director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation or any of the Cresco Subsidiaries has, in the course of its actions for, or on behalf of, the Corporation or any of the Cresco Subsidiaries<br>(i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government official, “foreign<br>official” (as defined in the FCPA) or employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA or any other applicable anti-bribery statute or regulation; or (iv) made any unlawful bribe, rebate,<br>payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and the Corporation and the Cresco Subsidiaries have conducted their respective businesses, transactions, negotiations,<br>discussions and dealings in compliance with applicable anti-bribery and anti-corruption statutes laws and regulations applicable in any jurisdiction in which they are located or conducting business;
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(qq)	other than in respect of certain United States federal laws relating to the cultivation, distribution or<br>possession of marijuana in the United States and other related judgments, orders or decrees (collectively, the “U.S. Marijuana Laws”), the operations of the Corporation and the Cresco Subsidiaries are and have been conducted at all times<br>in compliance with the anti-money laundering laws of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to<br>which they are subject (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation or the Cresco Subsidiaries with respect to the<br>Anti-Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;
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(rr)	neither the Corporation nor any of the Cresco Subsidiaries nor, to the knowledge of the Corporation, any<br>director, officer, agent, employee, affiliate or person acting on behalf of the Corporation or the Cresco Subsidiaries is currently subject to any U.S. sanctions administered by OFAC; and the Corporation will not directly or indirectly use the<br>proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of facilitating or financing the activities of or business with any<br>person, or in any country or territory, that currently is the subject to any sanctions administered by OFAC;
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(ss)	the Corporation has not filed any confidential material change report which remains confidential as at the date<br>hereof;
(tt)	the Corporation has filed a current annual information form in the form prescribed by NI 51-102 in each of the Qualifying Provinces prior to the date of this Agreement; the Corporation is as of the date hereof an Eligible Issuer in the Qualifying Jurisdictions and, on the dates of and upon filing of<br>Prospectus, will be an Eligible Issuer in the Qualifying Jurisdictions and there will be no documents required to be filed under the Applicable Securities Laws of the Qualifying Jurisdictions in connection with the Offering of the Offered Shares<br>that will not have been filed as required as at those respective dates;
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(uu)	the Corporation has filed all documents forming the Public Record on a timely basis, except for any failure to<br>file on a timely basis which is not material. As of their respective dates, the documents forming the Public Record complied in all material respects with the requirements of the Applicable Securities Laws of the Qualifying Provinces, and none of<br>the documents forming the Public Record, when filed, contained any misrepresentation or contained an untrue statement of a material fact, or an omission to state a material fact that is required;
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(vv)	the Offered Shares will at the Closing Time qualify as eligible investments as described in the Prospectus<br>under the heading “Eligibility for Investment” and the Corporation will not take or permit any action within its control which would cause the Offered Shares to cease to be qualified, during the period of distribution of the Offered<br>Shares, as eligible investments to the extent so described in the Prospectus;
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(ww)	Odyssey Trust Company has been duly appointed as the registrar and transfer agent for the Subordinate Voting<br>Shares at or prior to the Closing Time;
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(xx)	all forward-looking information and statements of the Corporation contained in the Prospectus and the<br>assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will<br>be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly based;
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(yy)	the statistical, industry and market related data included, or incorporated by reference, in the Prospectus are<br>derived from sources which the Corporation reasonably believes to be accurate, reasonable and reliable, and such data is consistent with the sources from which it was derived;
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(zz)	other than in respect of U.S. Marijuana Laws, the acquisitions of the respective material businesses and/or<br>companies disclosed in the Documents Incorporated by Reference were effected in compliance with all applicable Laws, and no payments will accrue, be owing or be payable by, the Corporation or any Cresco Subsidiary to any person in connection with<br>any such acquisition except (i) as and to the extent disclosed in the Documents Incorporated by Reference; or (ii) for any such payments as would not be material to the Corporation and the Cresco Subsidiaries (taken as a whole);<br>
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(aaa)	other than in respect of U.S. Marijuana Laws and except as would not reasonably be expected to have a material<br>adverse effect: (i) the Cresco Subsidiaries have all licenses, permits, authorizations, certifications, consents and orders necessary for the conduct of its business as presently conducted, (ii) none of the Cresco Subsidiaries have<br>received any penalty, enforcement action or public notice violation or notice thereof from any state, municipal or local government in respect of such licenses and/or permits, and (iii) each Cresco Subsidiary is in compliance in all material<br>respects with each material license and permit held by it;
(bbb)	the Corporation has not entered into any agreement to complete any “significant acquisition” nor is<br>it contemplating any “probable acquisitions” (as such terms are described in Applicable Securities Laws), that would require, pursuant to NI 44-101, any financial statements or pro forma financial<br>statements in respect thereof to be included in the Prospectus;
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(ccc)	other than as disclosed in or incorporated by reference in the Offering Documents, the Corporation has not<br>entered into any agreement or arrangement in respect of a transaction that would be a “significant acquisition” for the purposes of Part 8 of NI 51-102 and there are no proposed acquisitions by the<br>Corporation that have progressed to the state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and would be a “significant acquisition” for the purposes of Part 8 of NI 51-102 if completed as of the date of the supplement relating to the Subordinate Voting Shares; and
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(ddd)	the Corporation is a “foreign private issuer” (as defined in Rule 405 under the U.S. Securities Act).<br>
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10.	Services Provided by the Agent and Compensation
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In return for the Agent’s services, including acting as the Corporation’s agents in arranging for the sale of the Qualified Securities and performing administrative work in connection with the sales of the Qualified Securities, the Corporation will pay to the Agent an aggregate fee in cash equal to 4.0% of the aggregate gross proceeds realized from the sale of the Qualified Securities (other than gross proceeds raised from President’s List Purchasers) (the “Agent’s Commission”).

The obligation of the Corporation to pay the Agent’s Commission shall arise at the Closing Time with respect to the Offered Shares or the Option Closing Time with respect to the Additional Offered Shares, as applicable. The Agent’s Commission shall be fully earned by the Agent at such time.

For greater certainty, the services provided by the Agent in connection herewith will not be subject to the Goods and Services Tax or Harmonized Sales Tax (“GST”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is eligible on the Agent’s Commission, the Corporation agrees to pay the amount of GST forthwith upon the request of the Agent.

11.	Exercise of Agent’s Option

The Agent may exercise the Agent’s Option, in whole or in part, at any time and from time to time prior to the Option Expiry Date by delivery of written notice to the Corporation of the number of Additional Offered Shares in respect of which the Agent’s Option is being exercised and the date for delivery of the Additional Offered Shares (an “Agent’s Option Notice”). The Agent’s Option Closing Date shall be determined by the Agent but shall not be earlier than two Business Days or later than seven Business Days after delivery of the Agent’s Option Notice. In the event the Agent’s Option is exercised prior to the Closing Date, the Option Closing shall take place together with the Closing on the Closing Date. Upon exercise of the Agent’ Option as provided herein the Corporation shall become obligated to sell the total number of Additional Offered Shares in respect of which the Agent is exercising the Agent’s Option.

Any such closing shall be referred to as an “OptionClosing” and shall be conducted in the same manner as the Closing. At any Option Closing, the Corporation and the Agent shall make all necessary payments and the Corporation shall, at its sole expense, deliver all of the certificates, opinions and other documents to be delivered by it on the Closing Date, each updated to the date of any such Option Closing.

12.	Delivery of Qualified Securities, Agent’s Commission and Purchase Price
(a)	The purchase and sale of the Qualified Securities for which orders have been received, shall be completed at<br>the offices of Corporation’s Counsel, in the City of Toronto, or electronically at the Closing Time or the Option Closing Time, as applicable.
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(b)	The delivery of the Qualified Securities (other than Qualified Securities purchased by President’s List<br>Purchasers) is to be made to the Agent (or as directed by the Agent) on behalf of the Purchasers, at the Closing Time or the Option Closing Time, as applicable. At the Closing Time or the Option Closing Time, as applicable, the Corporation shall<br>deliver to the Agent, or as the Agent may direct: (i) one or more global certificates representing the Offered Shares and Additional Offered Shares, respectively, sold pursuant to the Offering (other than Qualified Securities purchased by<br>President’s List Purchasers) registered in the name of CDS Clearing and Depositary Services Inc., or its nominee (“CDS”), or otherwise effect or cause to be effected one or more electronic deposit(s) pursuant to the non-certificated issue system maintained by CDS, or via the direct registration system, such quantity of Qualified Securities as the Agent may direct the Corporation in writing, and/or (ii) certificates or<br>evidence of the issuance of the Subordinate Voting Shares from the Corporation’s transfer agent, including notices under a non-certificated registry (direct registration advice),against payment to the<br>Corporation of the aggregate purchase price for the Qualified Securities in lawful money of Canada or the United States by certified cheque, bank draft or wire transfer of immediately available funds to an account designated by the Corporation,<br>against the delivery of cross-receipts therefor.
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(c)	In the event the Corporation shall subdivide, consolidate or otherwise change its Subordinate Voting Shares<br>prior to the Closing Time or the Option Closing Time, as applicable, the number of Qualified Securities issued after such subdivision, consolidation or change shall be similarly subdivided, consolidated or changed such that the Purchasers would be<br>entitled to receive the equivalent of the number and type of Securities that they would have otherwise been entitled to receive if such Qualified Securities were issued to such Purchaser prior to such subdivision, consolidation or change. The<br>subscription price per Qualified Securities shall be adjusted accordingly and notice shall be given to the Agent of such adjustment. In the event that the Agent disagrees with the foregoing adjustment, such adjustment shall be determined<br>conclusively by the Auditors at the Corporation’s expense.
(d)	The Corporation shall, prior to the Closing Date or the Option Closing Date, as applicable, make all necessary<br>arrangements that are within the control of the Corporation for the issuance of the definitive certificates, if any, representing the Subordinate Voting Shares comprising the Offered Shares and Additional Offered Shares on the Closing Date or the<br>Option Closing Date, as applicable, with the Transfer Agent. The Corporation shall pay all fees and expenses payable to the Transfer Agent in connection with the preparation, delivery, certification and issuance of the Subordinate Shares comprising<br>the Offered Shares and Additional Offered Shares. ****
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13.	Closing Conditions
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For the purposes of this Section 13, the term “Closing” shall include “Option Closing”, where applicable, the term “Closing Time” shall include “Option Closing Time”, where applicable, and the term “Closing Date” shall include “Option Closing Date”, where applicable.

The Agent’s obligations (and the obligations of the Purchasers) to complete a Closing at the Closing Time, shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, if applicable, the performance by the Corporation of its obligations under this Agreement and the following conditions:

(a)	the Agent shall have received at the Closing Time a certificate dated the Closing Date, signed by the Chief<br>Executive Officer of the Corporation, or such other person(s) as may be acceptable to the Agent, certifying for and on behalf of the Corporation and not in his personal capacity:
(i)	that (A) there has been no material adverse change, financial or otherwise, to such date in the business,<br>affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation; and (B) no transaction has been entered into by the Corporation which is material to the Corporation, in each case other than as disclosed in the<br>Prospectus (as it existed at the time of filing);
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(ii)	that no order, ruling or determination having the effect of ceasing or suspending trading in the Subordinate<br>Voting Shares or any other securities of the Corporation has been issued and no proceedings for such purposes are pending or, to the best of the knowledge, information and belief of the person signing such certificate, are contemplated or<br>threatened;
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(iii)	that the Corporation has complied in all material respects with all terms and conditions of this Agreement to<br>be complied with by the Corporation (unless waived by the Agent) at or prior to the Closing Time;
(iv)	that the representations and warranties of the Corporation contained herein are true and correct in all<br>material respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement provided in each case that representations and warranties made as<br>of a specific date shall be required to be so true and correct as of such date only; and
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(v)	such other matters as the Agent or the Agent’s Counsel may reasonably request;
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(b)	the Agent shall have received at the Closing Time a certificate dated the Closing Date, signed by an<br>appropriate officer of the Corporation, addressed to the Agent and Agent’s Counsel, with respect to the constating documents of the Corporation, the authorizing resolutions related to the Prospectus, the Offering, this Agreement, the Supplement<br>and the incumbency and specimen signatures of signing officers;
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(c)	the Agent shall have received at the Closing Time favourable legal opinions dated the Closing Date from the<br>Corporation’s Counsel, and any other local counsel, in form and substance satisfactory to the Agent, acting reasonably (it being understood that such counsel may rely to the extent appropriate in the circumstance: (i) as to matters of<br>fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently<br>established, on certificates of public officials).
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(d)	the Agent shall have received at the Closing Time a “bring down” comfort letter from the Auditors,<br>dated the Closing Date, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent and in form and substance satisfactory to the Agent and the Agent’s Counsel, provided that such comfort letter shall be based on<br>a review by the Auditors having a cut-off date not more than two Business Days prior to the Closing Date;
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(e)	the Corporation shall have received notice of conditional approval of the CSE for the listing of the Offered<br>Shares and the Additional Offered Shares, subject only to the satisfaction of customary conditions set forth therein;
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(f)	the Agent shall have received confirmation from the Corporation that the Corporation is not on the defaulting<br>issuer’s list (or equivalent) maintained by the Canadian Securities Regulators in the Qualifying Provinces;
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(g)	the Agent shall have received at the Closing Time a certificate of good standing (or equivalent), dated as of<br>the Closing Date, in respect of the Corporation;
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(h)	the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of<br>the appropriate securities regulatory authorities required to be made or obtained by the Corporation in connection with the sale of the Qualified Securities to the Purchasers prior to the Closing Time; as herein contemplated, it being understood<br>that the Agent shall do all that is reasonably required to assist the Corporation to fulfil this condition, subject only to the standard post-Closing conditions imposed by the CSE and any post-Closing notice filings under applicable U.S. Securities<br>Laws;
(i)	the Agent shall have received at the Closing Time a certificate from the Transfer Agent and signed by an<br>authorized officer of Transfer Agent confirming the issued capital of the Corporation as at a date no more than two Business Days prior to the Closing Date;
---	---
(j)	the Agent shall have received a lock-up agreement in form satisfactory<br>to the Corporation and the Agent, each acting reasonably, from each of the directors and executive officers of the Corporation holding office at the time of Closing, covering the period set forth in Section 14; and
---	---
(k)	if any sales of Qualified Securities have been made to U.S. Purchasers, the Agent shall have received a legal<br>opinion of McDermott Will & Emery LLP, special U.S. securities counsel to the Corporation, addressed to the Agent and the U.S. Placement Agent dated as of the Closing Date, in form and substance satisfactory to the Agent, acting reasonably,<br>to the effect that, subject to customary assumptions, the offer and sale of the Qualified Securities to U.S. Purchasers in accordance with this Agreement, including Schedule A, are not required to be registered under the U.S. Securities Act, it<br>being understood that no opinion is expressed as to any subsequent resale of such Qualified Securities.
---	---

The Corporation agrees that the conditions contained in this Section 13 will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and that it will use its reasonable best efforts to cause all such conditions to be complied with. It is understood that the Agent may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of the foregoing terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agent any such waiver or extension must be in writing and signed by or on behalf of the Agent. If any of the foregoing conditions are not met, the Agent may terminate their obligations under this Agreement without prejudice to any other remedies the Agent may have.

14.	Restrictions on Further Issues or Sales

During the period commencing on the date hereof and ending 30 days following the Closing Date, the Corporation will not, directly or indirectly, without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, any additional Subordinate Voting Shares or any securities convertible into or exchangeable for Subordinate Voting Shares, other than issuances: (i) to satisfy rights or obligations under securities or other financial instruments of the Corporation existing and outstanding as of the date hereof; (ii) the issuance of securities in connection with arm’s length property or share acquisitions; or (iii) the grant of equity incentives in the normal course under existing equity incentive plans.

15.	Rights of Termination
(a)	Due Diligence
---	---

If, at any time prior to Closing, the Agent is not satisfied with the results of any due diligence investigations and examinations with respect to the Corporation conducted by or on behalf of the Agent, the Agent shall be entitled at its sole option, acting reasonably, to terminate its obligations and any obligations of any Selling Firms under this Agreement by written notice to that effect given to the Corporation at any time prior to Closing.

(b)	Proceedings

If, prior to the Closing Time or the Option Closing Time, as applicable, any inquiry, action, suit, investigation or other proceeding whether formal or informal is announced, instituted or threatened or any order is made by any federal, provincial or other domestic or foreign governmental authority in relation to the Corporation, or the directors or officers of the Corporation, or there is a change of Law, which, in the sole opinion of the Agent, acting reasonably, operates to prevent or restrict, or materially adversely affects the distribution of the Qualified Securities or which, in the sole opinion of the Agent, acting reasonably, adversely affects the marketability of the Qualified Securities in a material manner, the Agent shall be entitled, at its sole option, in accordance with Section 15(g), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time prior to the Closing Time or the Option Closing Time, as applicable.

(c)	Regulatory Out Clause

If, prior to the Closing Date or the Option Closing Date, as applicable, the Corporation fails to obtain any of the regulatory approvals required in connection with the transactions contemplated by this Agreement, including, without limitation, for the listing of the Offered Shares and the Additional Offered Shares on the CSE, subject only to the standard post-Closing conditions imposed by the CSE, the Agent, acting reasonably, shall be entitled to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time prior to the Closing.

(d)	Disaster/Market Out Clause

If, prior to the Closing Time or the Option Closing Time, as applicable, (i) there should develop, occur or come into effect or existence any state of facts or occurrence of national or international consequence or any action, including any act of terrorism, war or like event, any pandemic (including without limitation, matters caused by, related to or resulting from the COVID-19 Outbreak, to the extent that there is a material adverse development related thereto after the date of this Agreement), or national emergency or similar event or the escalation thereof, governmental law or regulation, enquiry or other occurrence, whether in any financial market or otherwise, of any nature whatsoever which, in the sole opinion of the Agent, acting reasonably, materially adversely affects or may materially adversely affect the marketability of the Qualified Securities, the Canadian or U.S. financial markets or the business, operations or affairs of the Corporation; or (ii) the state of the Canadian or U.S. financial markets is such that, in the sole opinion of the Agent, acting reasonably, the Qualified Securities cannot be profitably marketed; then, in any one or more of the foregoing cases, such Agent shall be entitled, at its sole option, in accordance with Section 15(g), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time prior to the Closing Time or the Option Closing Time, as applicable.

(e)	Material Change

If, prior to the Closing Time or the Option Closing Time, as applicable, there should occur or be announced by the Corporation any material change, a change in any material fact such as is contemplated by Section 8, or there should be discovered any previously undisclosed material fact required to be disclosed in the Prospectus or a Prospectus Amendment, which results or, in the sole opinion of the Agent, might reasonably be expected to result, in the Purchasers of a material number of Qualified Securities exercising their right under applicable legislation to withdraw from their purchase of Qualified Securities or, in the sole opinion of the Agent might reasonably be expected to have a significant adverse effect on the market price or value of the Qualified Securities, the Agent shall be entitled, at its sole option, in accordance with Section 15(g), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time prior to the Closing Time or the Option Closing Time, as applicable.

(f)	Non-Compliance With Conditions

The Corporation agrees that all terms and conditions of this Agreement (including without limitation the conditions set forth in Section 13 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its reasonable best efforts to cause such conditions to be complied with, and that any failure by it to comply with, or any breach of, or failure to satisfy any such conditions shall entitle the Agent to terminate their obligations under this Agreement by notice to that effect given to the Corporation at or prior to the Closing Time or the Option Closing Time, as applicable, unless otherwise expressly provided in this Agreement. The Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Agent only if such waiver or extension is in writing and signed by the Agent.

(g)	Exercise of Termination Rights

The rights of termination contained in Sections 15(a), (b), (c), (d), (e) and (f) may be exercised by the Agent in addition to any other rights or remedies that the Agent may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Agent to the Corporation or on the part of the Corporation to the Agent except in respect of any liability which may have arisen prior to or arise after such termination under any of Sections 16 and 17.

(h)	Other Termination

Notwithstanding the foregoing and for the avoidance of doubt, this Agreement may be terminated at any time at or prior to the Closing Time or the Option Closing Time, as applicable, upon the mutual written agreement of the Corporation and the Agent, if the parties hereto decide not to proceed with the Offering.

16.	Indemnities

The Corporation agrees to indemnify and save harmless the Agent and its affiliates, and their respective directors, officers, employees, partners, agents and advisors, including the Selling Firms (provided that each such Selling Firm is in compliance with the covenants and obligations of the Agent set forth herein (as if such Selling Firm were an Agent) and their counsel, including Agent’s Counsel) (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses (except loss of profit), claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”) to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Corporation by an Indemnified Party hereunder, whether performed before or after the Corporation’s execution of this Agreement, without limitation, in connection with Claims relating to or arising from the following:

(a)	any information or statement (except any information or statement relating solely to or provided by the Agent)<br>contained in the Prospectus and any Prospectus Amendment, which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any omission or any alleged omission to state therein any<br>fact or information (except facts or information relating solely to the Agent and provided by the Agent) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they are<br>made;
(b)	the omission or alleged omission to state in any certificate of the Corporation or of any officers of the<br>Corporation delivered in connection with the Offering any material fact (except facts or information relating solely to the Agent and provided by the Agent) required to be stated therein where such omission or alleged omission constitutes or is<br>alleged to constitute a misrepresentation;
---	---
(c)	any order made or any inquiry, investigation or proceeding commenced or threatened by any securities regulatory<br>authority, stock exchange or by any other competent authority, based upon any misrepresentation (as defined in the Securities Act (Ontario)) or alleged misrepresentation (except a misrepresentation relating solely to the Agent and provided by<br>the Agent) in the Prospectus and any Prospectus Amendment (except any document or material delivered or filed solely by the Agent) based upon any failure or alleged failure to comply with Applicable Securities Laws (other than any failure or alleged<br>failure to comply by the Agent) preventing and restricting the trading in or the sale of the Qualified Securities;
---	---
(d)	the non-compliance or alleged<br>non-compliance by the Corporation with any material requirement of Applicable Securities Laws, including the Corporation’s non-compliance with any statutory<br>requirement to make any document available for inspection; or
---	---

(e)	a material breach of any representation, warranty or covenant of the Corporation contained in this Agreement or<br>the failure of the Corporation to comply in all material respects with any of its obligations hereunder,

and further agrees to reimburse each Indemnified Party forthwith upon demand for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

The Corporation also agrees that no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on the Corporation’s behalf or in right for or in connection with this Agreement, except to the extent that any losses, expenses, Claims, actions, damages or liabilities incurred by the Corporation are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the Indemnified Party’s breach of this Agreement, or the gross negligence, wilful misconduct, or fraud of such Indemnified Party.

In the event and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable determines that an Indemnified Party breached this Agreement, or was grossly negligent or guilty of wilful misconduct or fraud in connection with a Claim in respect of which the Corporation has advanced funds to the Indemnified Party pursuant to this indemnity, such funds shall be reimbursed to the Corporation and thereafter this indemnity shall not apply to such Indemnified Party in respect of such Claim.

In case any action, suit, proceeding or Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Corporation, the Indemnified Party will give the Corporation prompt written notice of any such action, suit, proceeding, Claim or investigation of which the Indemnified Party has knowledge and the Corporation will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel reasonably acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Corporation of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Corporation of substantive rights or defences or to the extent that the Corporation is materially prejudiced thereby.

No admission of liability and no settlement, compromise or termination of any action, suit, proceeding, Claim, or investigation shall be made without the Corporation’s consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld.

Notwithstanding that the Corporation will undertake the investigation and defence of any Claim, an Indemnified Party will have the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless:

(a)	employment of such counsel has been authorized in writing by the Corporation;
(b)	the Corporation has not assumed the defence of the action within a reasonable period of time after receiving<br>notice of the Claim;
---	---
(c)	the named parties to any such Claim include both the Corporation and the Indemnified Party and the Indemnified<br>Party shall have been advised by counsel in writing that there may be a conflict of interest between the Corporation and the Indemnified Party; or
---	---

(d)	the Indemnified Party has been advised in writing by counsel that there are one or more defences available to<br>the Indemnified Party which are different from or in addition to those available to the Corporation, which makes representation by the same counsel inappropriate.

The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise.

If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, the Corporation will contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Corporation will in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any excess of such amount over the amount of the fees actually received by the Indemnified Parties hereunder in which case such fees and expenses will be for the Corporation’s account.

The Corporation hereby acknowledges the Agent as trustee for each of the other Indemnified Parties of the Corporation’s covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

The Corporation agrees that if any action, suit, proceeding or Claim shall be brought against, or an investigation has been commenced in respect of, the Corporation or the Corporation and the Agent, and personnel of the Agent shall be required to testify, participate or respond in respect of or in connection with the Engagement, the Corporation will reimburse the Agent monthly for the time spent by its personnel in connection therewith at reasonable per diem rates together with such fees and disbursements and reasonable out-of-pocket expenses as may be incurred.

17.	Fees and Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, except as specifically provided below, all costs and expenses of or incidental to all other matters in connection with the transactions set out in this Agreement shall be borne directly by the Corporation, including without limitation:

(a)	all expenses of or incidental to the creation, issue, sale and delivery of the Securities;<br>
(b)	all fees and expenses payable in connection with the qualification of the Offered Shares and the Additional<br>Offered Shares, as applicable, for distribution and the fees relating to the listing of the Offered Shares and the Additional Offered Shares on any exchange;
---	---
(c)	the fees and disbursements of the Corporation’s Counsel;
---	---

(d)	the reasonable and documented fees of Agent’s Counsel in connection with the Offering up to a maximum of<br>$150,000 plus disbursements and GST and other applicable taxes;
(e)	all fees and expenses of the Auditors;
---	---
(f)	the reasonable and documented fees and expenses relating to the marketing of the Qualified Securities<br>(including “road shows”, marketing meetings and marketing documentation);
---	---
(g)	all reasonable and documented<br>out-of-pocket expenses of the Agent including all travel expenses in connection with due diligence and marketing; and
---	---
(h)	all costs incurred in connection with the preparation, printing and mailing of the Prospectus.<br>
---	---

Upon Closing, the Corporation shall execute and deliver an irrevocable direction to the Escrow Agent directing the Escrow Agent to pay to the Agent: (i) the Agent’s Commission, and (ii) an amount to cover the reasonable and documented expenses and disbursements of the Agent payable pursuant to the foregoing.

18.	Press Releases

The Corporation shall provide the Agent with a copy of all press releases to be issued by the Corporation concerning the Offering prior to the issuance thereof and shall give the Agent a reasonable opportunity to provide comments on any such press release. The Corporation shall cause any press release describing the Offering to include substantially the following language:

“NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.”

“This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as both such terms are defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful.”

19.	Advertisements

The Corporation agrees, if requested by the Agent, to include a reference to the Agent and their role in any press release or other public communication issued by the Corporation with respect to the Offering. In any event, any press release issued by the Corporation after the execution of this Agreement until the earlier of the Closing and termination of this Agreement that mentions the Agent, shall be issued only after consultation with the Agent and in compliance with applicable Laws. If the Offering is successfully completed, and provided the Agent is not in breach of any material provision hereof, the Agent will be permitted to publish, at its own expense, such advertisements or announcements relating to the services provided hereunder in such newspaper or other publications as the Agent considers appropriate. The Corporation agrees that following the Closing Date, the Agent may place “tombstone” and other advertisements relating to their role in connection with the Offering.

20.	Market Stabilization

In compliance with Applicable Securities Laws and in connection with the Offering, the Agent may effect transactions that stabilize or maintain the market price of the Subordinate Voting Shares at levels other than those that might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

21.	Delivery of Funds

For the purposes of this Section 21, the term “Closing Date” shall include “Option Closing Date”, where applicable.

In order to facilitate an efficient and timely closing at the Closing Time, the Agent shall cause funds to be delivered by wire transfer to the Escrow Agent prior to the Closing Time. The Corporation agrees: that such delivery or transfer of funds prior to the Closing Time does not constitute a waiver by the Agent of any of the conditions of the Closing set out in this Agreement. Furthermore, the Corporation agrees that any such funds received prior to the Closing Time will be held by the Escrow Agent in trust solely for the benefit of the Agent until the Closing Time and, if the Closing does not occur at the scheduled Closing Time, such funds shall be returned by the same method of delivery as the Agent may direct, without interest. Upon the satisfaction of the conditions of the Closing, the funds held by the Escrow Agent in trust for the Agent shall be deemed to be delivered to the Corporation in satisfaction of the purchase price of the Offered Shares hereunder and upon such delivery the trust constituted by this Section 21 shall be terminated without further formality.

22.	Survival of Representations, Warranties, Covenants and Agreements

The representations, warranties, covenants and agreements of the Corporation and the Agent contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Qualified Securities shall be true and correct at the Closing Time or the Option Closing Time, as applicable, and shall survive the purchase of the Qualified Securities and shall continue in full force and effect until 24 months following the Closing Date.

23.	Conflict of Interest

The Corporation acknowledges that the Agent and its affiliates carry on a range of businesses, which include: (i) acting as a trader of, and dealer in, securities both as principal and on behalf of our clients, (ii) conducting research on securities and may, in the ordinary course of business, provide research reports and investment advice to our clients on investment matters, including with respect to any such person and/or Offering, and (iii) we may, in the ordinary course of business, extend loans or provide other financial services to any such person. It is possible that the Agent and other entities in their respective groups that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions contemplated in this Agreement and effect transactions in those securities for their own account or for the account of their respective clients. The Corporation agrees that these divisions and entities may hold such positions and effect such transactions without regard to the Corporation’s interests under this Agreement.

24.	Fiduciary

The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Qualified Securities. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent or fiduciary of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

25.	Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “Notice”) shall be in writing addressed as follows:

(a)	If to the Corporation, addressed and sent to:

400 W. Erie Street, Suite 110

Chicago, IL 60654

Attention:	Charles Bachtell
Email:	[Redacted - Confidential]

with a copy (for information purposes only and not to constitute notice) to:

Bennett Jones LLP

3400 One First Canadian Place

P.O. Box 130, Toronto, ON, M5X 1A4

Attention:	Aaron Sonshine
Fax:	(416) 863-1716
Email:	[email protected]

(b)	If to the Agent, addressed and sent to:

ATB Capital Markets Inc.

66 Wellington Street West, Suite 3530

Toronto, Ontario M5E 1B5

Attention:	Adam Carlson
Fax:	[Redacted - Confidential]
Email:	[Redacted - Confidential]

with a copy (for information purposes only and not to constitute notice) to:

TingleMerrett LLP

1250, 639 – 5th Ave. SW

Calgary, Alberta T2P 0M9

Attention:	Scott Reeves
Fax :	(403) 571-8008
Email:	[email protected]

or to such other address as any of the persons may designate by Notice given to the others.

Each Notice shall be personally delivered or sent by commercial courier to the addressee or sent by fax or email to the addressee and:

(i)	a Notice which is couriered or personally delivered shall, if delivered on a Business Day, be deemed to be<br>given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and
(ii)	a Notice which is sent by fax or email shall be deemed to be given and received on the first Business Day<br>following the day on which it is sent, provided that the sender has evidence of a successful transmission, such as a fax confirmation or email receipt confirmation.
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26.	Funds
---	---

All funds referred to in this Agreement shall be in Canadian dollars, unless otherwise expressly specified.

27.	Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede the letter agreement dated January 14, 2021 between the Corporation and the Agent and any other prior arrangement or understanding with the Agent except for any provisions thereof which by their terms survive until the completion of the Offering.

28.	Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

29.	Time of the Essence

Time shall be of the essence of this Agreement.

30.	Governing Laws

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

31.	Counterparts/Electronic Signatures

This Agreement may be executed by any one or more of the parties to this Agreement in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The transmission by facsimile or portable document format (.PDF) of a copy of the execution page hereof reflecting the execution of this Agreement by any party hereto shall be effective to evidence that party’s intention to be bound by this Agreement and that party’s agreement to the terms, provisions and conditions hereof all without the necessity of having to produce an original copy of such execution page.

(Signatures on the following pages)

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing this letter where indicated below and returning the same to the Agent, upon which this letter as so accepted shall constitute an agreement among us.

Yours very truly,

ATB CAPITAL MARKETS INC.
By:	“Adam Carlson”
	Name: Adam Carlson
	Title: Managing Director

The foregoing is accepted and agreed to as of the date first above written.

CRESCO LABS INC.
By:	“Charles Bachtell”
	Name: Charles Bachtell
	Title: Chief Executive Officer & Director

Schedule A

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

A.	Definitions

Capitalized terms used in this Schedule A and not defined herein shall have the meanings ascribed thereto in the Agreement to which this Schedule is attached, and the following terms shall have the meanings indicated:

(a)	“Directed Selling Efforts” means “directed selling efforts” as that term is defined<br>in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule A, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for<br>the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Qualified Securities and includes the placement of any advertisement in a publication with a general circulation<br>in the United States that refers to the offering of any such securities;
(b)	“Distribution Compliance Period” means the one year period (six months if the Corporation<br>becomes an issuer with a class of securities registered under Section 12 of the Exchange Act or a reporting obligation under Section 15 of the Exchange Act) that begins on the later of (i) the date the Offered Shares are first offered<br>to persons other than distributors in reliance on Regulation S; or (ii) the Closing Date; provided that, all offers and sales by a distributor of an unsold allotment or subscription shall be deemed to have been made during the Distribution<br>Compliance Period
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(c)	“Foreign Issuer” means “foreign issuer” as that term is defined in Rule 902(e) of<br>Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it includes a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an<br>issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (a) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of<br>record by residents of the United States, and (b) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are<br>located in the United States, or (iii) the business of the issuer is administered principally in the United States;
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(d)	“General Solicitation” or “General Advertising” means “general<br>solicitation” or “general advertising”, as used in Rule 502(c) under the U.S. Securities Act, including, without limitation, any advertisements, articles, notices or other communications published on the internet or in any newspaper,<br>magazine or similar media or broadcast over radio, television, or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
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(e)	“Offshore Transaction” means an “offshore transaction” as that term is defined in<br>Rule 902(h) of Regulation S;
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(f)	“U.S. QIB Letter” has the meaning set forth in paragraph B.8 below;
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(g)	“Securities” means the Offered Shares and the Additional Offered Shares;<br>
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(h)	“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that<br>term is defined in Rule 902(j) of Regulation S.
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B.	Representations, Warranties and Covenants of the Agent
---	---

The Agent acknowledges and agrees that the Securities have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States, and the Securities may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. Accordingly, the Agent represents, warrants and covenants to and with the Corporation, as at the date hereof, the Closing Date and any Option Closing Date, that:

Neither the Agent, the U.S. Placement Agent appointed by the Agent, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Securities except: (a) in Offshore Transactions, in accordance with Rule 903 of Regulation S; and (b) to, or for the account or benefit of, persons in the United States and U.S. Persons that are Qualified Institutional Buyers purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act afforded by Section 4(a)(2) thereof and in compliance with similar exemptions under applicable securities laws of any state of the United States as provided in paragraphs 3 through 14 below. Accordingly, none of the Agent, the U.S. Placement Agent appointed by the Agent, their respective affiliates or any person acting on any of their behalf, has made or will make (except as permitted in paragraphs 3 through 14 below): (i) any offer to sell, or any solicitation of an offer to buy, any Securities to, or for the account or benefit of, a person in the United States or a U.S. Person; (ii) any sale of Offered Shares to any Purchaser unless, at the time the buy order was or is originated, the Purchaser was outside the United States, not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Placement Agent appointed by the Agent, their respective affiliates or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts.

The Agent agrees that, at or prior to confirmation of the sale of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the Distribution Compliance Period a confirmation or notice to substantially the following effect:

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“The securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until one year (six months if the issuer is a

reporting issuer with the United States Securities and Exchange Commission) after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the U.S. Securities Act. Terms used herein have the meanings given to them in Regulation S.”

In addition, prior to the expiration of the Distribution Compliance Period, all subsequent offers and sales of the Securities by the Agent or its affiliates shall be made only in accordance with the provisions of Rule 903 or 904 of Regulation S; pursuant to a registration of the Securities under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act as provided in paragraphs 3 through 14 below.

Further, in connection with offers and sales of the Securities outside of the United States, the Agent shall require each such Purchaser to execute and deliver a Non-U.S. Purchaser Letter in the form agreed to by the Corporation and the Agent.

3.	The Agent has not entered and will not enter into any contractual arrangement with respect to the offer and<br>sale of the Securities, except with the U.S. Placement Agent appointed by it, any other Selling Firm appointed by it or with the prior written consent of the Corporation. It shall require such U.S. Placement Agent and any such Selling Firm to agree<br>in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that such U.S. Placement Agent and such other Selling Firm complies with, the same provisions of this Schedule A as applies to the Agent as if<br>such provisions applied to such U.S. Placement Agent and such other Selling Firm.
4.	All offers of Securities by the Agent for sale by the Corporation to, or for the account or benefit of, persons<br>in the United States and U.S. Persons have been and shall be made only by the U.S. Placement Agent, which is a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state of the<br>United States in which offers and sales were or will be made (unless exempted from the respective state’s broker- dealer registration requirements) and in good standing with the Financial Industry Regulatory Authority, Inc. on the date of each<br>such offer and sale, in compliance with all applicable U.S. federal and state broker-dealer requirements.
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5.	Offers of Securities by the Agent through the U.S. Placement Agent and any persons acting on its or their<br>behalf to, or for the account or benefit of, persons in the United States and U.S. Persons have not been made and shall not be made (i) by any form of General Solicitation or General Advertising, or (ii) in a public offering within the<br>meaning of Section 4(a)(2) of the U.S. Securities Act.
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6.	The Agent, its affiliates, including the U.S. Placement Agent, and any persons acting on its or their behalf<br>has not taken and will not take any action that would cause the exemptions from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof to be unavailable for offers and sales of the Securities in the United<br>States, to U.S. Persons, or to persons acting for the account or benefit of U.S. Persons or persons in the United States or the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S to be<br>unavailable for offers and sales of the Securities outside the United States.
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7.	The Agent will inform, or cause the U.S. Placement Agent to inform, all U.S. Purchasers, that the Securities<br>have not been and will not be registered under the U. S. Securities Act and are being offered and resold to them without registration under the U. S. Securities Act in reliance upon Section 4(a)(2) thereof and in compliance with, or pursuant to<br>an exemption from, the registration or qualification requirements of all applicable securities laws of any state of the United States.
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8.	Any offer of, or solicitation of an offer to buy, Securities that has been made or will be made by the Agent<br>through the U.S. Placement Agent to, or for the account or benefit of, a person in the United States or a U.S. Person was or will be made only to Qualified Institutional Buyers.
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9.	The Agent, acting through the U.S. Placement Agent, has offered and will offer the Securities to, or for the<br>account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent or the U.S. Placement Agent has a pre-existing business relationship. Immediately prior to<br>transmitting the U.S. Memorandum, the Agent or the U.S. Placement Agent had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer and, on the date hereof, it continues to believe that each U.S. is a<br>Qualified Institutional Buyer.
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10.	Each offeree of Securities offered by the Agent through the U.S. Placement Agent that is, or is acting for the<br>account or benefit of, a person in the United States or a U.S. Person has been or shall be provided with a copy of the U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Base Prospectus or the Prospectus. Prior to<br>any sale of Securities by the Corporation to a U.S. Person identified by the Agent through the U.S. Placement Agent, each such U.S. Purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus, and no other written<br>material shall be used in connection with the offer or sale of the Securities to, or for the account or benefit of, persons in the United States and U.S. Persons.
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11.	Prior to the completion of any sale by the Corporation of Securities to a U.S. Purchaser identified by the<br>Agent through the U.S. Placement Agent, each such U . S . Purchaser will be required to execute and deliver to the Corporation a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “U.S.QIB Letter”).
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12.	Prior to the Closing Date and any Option Closing Date, the Agent and the associated U.S. Placement Agent that<br>has Offered Shares to, or for the account or benefit of, persons in the United States and U.S. Persons will provide the Corporation and the Transfer Agent with a list of all Purchasers of the Securities identified by such Agent and U.S. Placement<br>Agent that are U.S. Purchasers. Prior to the Closing Date and any Option Closing Date, the Agent will provide the Corporation with copies of all U.S. QIB Letters, duly executed by such U.S. Purchasers for acceptance by the Corporation.<br>
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13.	At Closing, the Agent and the associated U.S. Placement Agent that has Offered Shares to, or for the account or<br>benefit of, persons in the United States and U.S. Persons or sold Securities to U.S. Purchasers will provide a certificate, substantially in the form of Exhibit 1 to this Schedule A, relating to the manner of the offer and sale of the Securities to,<br>or for the account or benefit of, persons in the United States and U.S. Persons or the Agent will be deemed to have represented and warranted that no offers or sales of the Securities were made by it in the United States or to, or for the account or<br>benefit of, persons in the United States and U.S. Persons.
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14.	None of the Agent, the U.S. Placement Agent appointed by them, their respective affiliates or any person acting<br>on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Securities.
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C.	Representations, Warranties and Covenants of the Corporation
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The Corporation acknowledges and agrees that the Securities have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States, and the Securities may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. Accordingly, the Corporation represents, warrants, covenants and agrees to and with the Agent, as of the date hereof, the Closing Date and any Option Closing Date, that:

1.	The Corporation is a “foreign issuer”, within the meaning of Rule 902(e) of Regulation S, and<br>believes that there is a Substantial U.S. Market Interest in the Securities or any class of the Corporation’s equity securities.
2.	The Corporation is not, and as a result of the sale of the Securities and the application of the proceeds<br>thereof will not be, required to be registered as an “investment company”, under the United States Investment Company Act of 1940, as amended.
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3.	During the period in which the Securities are offered for sale, none of it, its affiliates, or any person<br>acting on any of their behalf (other than the Agent, the U.S. Placement Agent, any other Selling Firm, any of their respective affiliates, or any person acting on any of their behalf in respect of which no representation, warranty, covenant or<br>agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Securities to, or for the<br>account or benefit of, persons in the United States or U.S. Persons, or (iii) has taken or will take any action that would constitute a public offering of the Securities to, or for the account or benefit of, persons in the United States or U.S.<br>Persons within the meaning of Section 4(a)(2) of the U.S. Securities Act.
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4.	For a period beginning six months prior to the commencement of the Offering and ending six months after<br>completion of the Offering, none of it, its affiliates or any person acting on any of their behalf (other than the Agent, the U.S. Placement Agents, any other Selling Firm, any of their respective affiliates, or any person acting on any of their<br>behalf in respect of which no representation, warranty, covenant or agreement is made) has sold, offered for sale or solicited any offer to buy, or will sell, offer for sale or solicit any offer to buy, any of the Corporation’s securities in a<br>manner that would be integrated with the offer and sale of the Securities and would cause the exemption from registration set forth in section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the<br>Securities.
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5.	The Corporation hereby agrees with the Agent not to register or permit the Transfer Agent to register any<br>transfer of the Securities (whether offered and sold inside or outside of the United States, or to, or for the account or benefit of U.S. Persons or persons in the United States) not made in accordance with the provisions of Regulation S, pursuant<br>to registration under the U.S. Securities Act, or pursuant to an exemption from such registration requirements.
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6.	During the period in which the Securities are offered for sale, none of the Corporation, its affiliates, or any<br>person acting on any of their behalf (other than the Agent, the U.S. Placement Agents, any other Selling Firm, any of their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or<br>agreement is made) has taken or will take any action (i) in violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Securities or (ii) that would cause the exemption afforded by<br>Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Securities to, or for the account or benefit of, persons in the United States and U.S. Persons in accordance with the Agreement, or the exclusion from<br>registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Securities outside the United States to non-U.S. Persons in accordance with the Agreement.
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7.	Except with respect to offers and sales of Securities in accordance with this Agreement (including this<br>Schedule A) to Qualified Institutional Buyers in reliance upon the exemption from registration afforded by Section 4(a)(2) of the U.S. Securities Act, none of the Corporation, its affiliates, or any person acting on their behalf (other than the<br>Agent, the U.S. Placement Agents, any other Selling Firm, any of their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make:<br>(A) any offer to sell, or any solicitation of an offer to buy, any Securities to, or for the account or benefit of, persons in the United States or U.S. Persons; or (B) any sale of Securities unless, at the time the buy order was or will<br>have been originated, the Purchaser is (i) outside the United States and not a U.S. Person, not acting for the account or benefit of a person in the United States or a U.S. Person, or (ii) the Corporation, its affiliates, and any person<br>acting on their behalf reasonably believes that the Purchaser is outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person.
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8.	None of the Corporation or any of its predecessors has had the registration of a class of securities under the<br>U.S. Exchange Act revoked by the U.S. Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.
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EXHIBIT 1

TO SCHEDULE A

AGENT’S CERTIFICATE

In connection with the private placement in the United States of the Securities of Cresco Labs Inc. (the “Corporation”) pursuant to the agency agreement dated effective as of January 19, 2021 by and between the Corporation and the Agent named therein (the “Agreement”), the undersigned do hereby certify as follows:

1.	AGP/Alliance Global Partners (the “U.S. Placement Agent”) was on the date of each offer and<br>sale of Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, and is on the date hereof, a duly registered broker-dealer with the United States Securities and Exchange Commission and under the securities<br>laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.<br>
2.	All offers and sales of the Securities to, or for the account or benefit of, persons in the United States and<br>U.S. Persons have been conducted by us through the U.S. Placement Agent and in accordance with the terms of the Agreement (including Schedule A thereto) and all applicable U.S. federal and state broker-dealer requirements.
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3.	Immediately prior to offering Securities to each offeree that was, or was acting for the account or benefit of,<br>a person in the United States or a U.S. Person (each, a “U.S. Offeree”), we had reasonable grounds to believe and did believe that each U.S. Offeree was a Qualified Institutional Buyer and, on the date hereof, we continue to<br>believe that each U.S. Purchaser purchasing the Securities from the Corporation is a Qualified Institutional Buyer.
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4.	Each U.S. Offeree of Securities was provided with a copy of the U.S. Memorandum, in the form agreed to by the<br>Corporation and the Agent, including the Base Prospectus or the Prospectus, and each U.S. Purchaser of Securities was provided with a copy of the U.S. Memorandum, including the Prospectus, and no other written material was used in connection with<br>the offer and sale of the Securities to, or for the account or benefit of, a person in the United States or a U.S. Person;
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5.	No form of “general solicitation” or “general advertising” (as those terms are used in Rule<br>502(c) of Regulation D) was used by us, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the<br>internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer and sale of the Securities to, or for the account or benefit of, persons in the United States or U.S.<br>Persons.
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6.	Prior to any sale of Securities to a U.S. Purchaser, we caused each such U.S. Purchaser to execute and deliver<br>a U.S. QIB Letter in the form of Exhibit I to the final U.S. Memorandum.
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7.	Neither we nor any of our affiliates have taken or will take, directly or indirectly, any action in violation<br>of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Securities.
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8.	The offering of the Securities has been conducted by us in accordance with the terms of the Agreement,<br>including Schedule A thereto.
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SIGNATURE PAGE TO EXHIBIT 1, TO SCHEDULE A, AGENT’S CERTIFICATE

DATED this day of January, 2021.

ATB CAPITAL MARKETS INC.	A.G.P. / ALLIANCE GLOBAL PARTNERS
Name: Adam Carlson	Name:
Title: Managing Director	Title:

SCHEDULE B

CRESCO SUBSIDIARIES

AFS Maryland, LLC

Alta Supply, Inc.

Cali-Antifragile Corp.

CannaRoyalty Corp. ****

CRHC Holdings Corp.

Cub City, LLC

FloraCal

Kaya Management, Inc. ****

River Distributing Co., LLC

Arizona Facilities Supply, LLC

SLO Cultivation, Inc. ****

Cresco Labs, LLC ****

FloraMedex, LLC

JDRC Managed Services, LLC

MedMar, Inc.

PDI Medical III, LLC

Phoenix Farms of Illinois, LLC

Valley Agriceuticals, LLC

Cresco Labs Ohio, LLC

Cresco Yeltrah LLC

Cresco HHH, LLC

EX-99.7

Exhibit 99.7

LOGO

CRESCO LABS HIRES PEPSICO VETERAN AND SUPPLY CHAIN EXPERT TY GENT AS ITS NEW CHIEF OPERATING OFFICER

LOGO

Photo Caption: Cresco Labs hires CPG industry veteran and supply chain expert Ty Gent as thecompany’s new Chief Operating Officer.

CHICAGO – January 19, 2021 — Cresco Labs (CSE:CL) (OTCQX:CRLBF) (“Cresco” or “the Company”), one of the largest vertically integrated multistate cannabis operators in the United States, announced the hiring of CPG industry veteran Ty Gent as the Company’s new Chief Operating Officer (“COO”). As COO, Gent will be responsible for operational consistency and efficiency across markets and implementation of structural enhancements to facilitate scaling.

Gent joins Cresco with more than 35 years of CPG and supply chain leadership experience. Most recently, he was the Chief Supply Chain Officer at US Foods, where he developed and implemented a new supply chain strategy, optimized its large-scale transportation network, launched field-based continuous improvement processes, and upgraded key systems technologies and planning capabilities. Previously, he worked at PepsiCo for 30 years in various executive management positions. Among Gent’s accomplishments, he led end-to-end supply chain operations for PepsiCo foods in South and Central America as the Senior Vice President of Operations. As Senior Vice President of Logistics, he steered the PepsiCo transportation network for North America and the warehouse delivery network for Quaker, Gatorade and Tropicana brands divisions within PepsiCo’s North America Beverage Sector.

As a subject matter expert in supply chain optimization, S&OP planning, manufacturing, warehouse management, distribution, and quality and safety, Gent brings expertise that is directly transferrable to Cresco’s key focus of producing and distributing branded products at substantial scale.

“With the immense growth of Cresco Labs and our multi-state footprint, the scale and demands of our business have grown significantly,” said Charlie Bachtell, Cresco Labs’ CEO and Co-founder. “Ty’s experience leading distribution and supply chain optimization for one of America’s largest food distributors and one of the leading CPG companies in the world will help Cresco Labs enhance its level of quality and service by driving operational execution as we significantly increase the scale of operations across our strategic multi-state footprint. He’s made a career of taking existing operations to the next level, optimizing integrated supply chains and building leaders within organizations—creating greater success at every stop along the way.”

LOGO

“Cannabis is an exciting industry with tremendous growth potential, and Cresco’s focus on the middle verticals of the value chain—the production and distribution of branded products—is what drew me to the company. It is clear from my work at PepsiCo that the future of the cannabis industry, like any CPG industry, is tied to operational excellence related to branded products and wholesale distribution,” said Ty Gent. “My work at PepsiCo, where I was responsible for reducing costs and enhancing service across PepsiCo’s supply chain, is directly applicable to Cresco Labs. I’m excited to be part of the continued building of Cresco Labs’ team into one that sets the standard for operating efficiency and consistency and exceeds our patients’ and customers’ expectations for quality. We will continue to make operational execution a competitive advantage at Cresco Labs.”

Concurrent with Ty Gent’s hiring, David Ellis will move from COO to Regional President of Operations for Emerging Markets (Massachusetts, New York, Pennsylvania, Ohio and Maryland). As part of the initial Cresco Labs team, Ellis has been crucial in laying the foundation for the Company’s end-to-end operational model and leading the growth of Illinois, Pennsylvania and California. He will be responsible for repeating that successful playbook in Cresco’s emerging markets.

Charlie added, “David Ellis was employee number two at Cresco, and his entrepreneurial approach and leadership through our startup phase has been instrumental in getting Cresco Labs to where it is today. He led the expansion of cultivation and wholesale in our two largest markets and spearheaded the development and market introduction of some of our most successful branded products. I’m excited to see him dedicate his focus and experience to repeating that success in our emerging markets.”

About Cresco Labs

Cresco Labs is one of the largest vertically integrated, multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods (“CPG”) approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted brands including Cresco, Remedi, High Supply, Cresco Reserve, Good News, Wonder Wellness, FloraCal Farms and Mindy’s Chef Led Artisanal Edibles created by James Beard Award-winning chef Mindy Segal. Sunnyside, Cresco Labs’ national dispensary brand, is a wellness- focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry’s largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at CrescoLabs.com.

Forward LookingStatements

LOGO

outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential’ or ‘continue’ or the negative of those forms or other comparable terms. The Company’s forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to those risks discussed under “Risk Factors” in the company’s Annual Information Form dated April 28, 2020, and other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco’s shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.

Contacts

Media:

Jason Erkes, Cresco Labs

Chief Communications Officer

[email protected]

Investors:

Jake Graves

Senior Analyst, Investor Relations

[email protected]

For generalCresco Labs inquiries:

312-929-0993

[email protected]

EX-99.8

Exhibit 99.8

LOGO

Cresco Labs Announces Closing of Offering of Subordinate Voting Shares

CHICAGO – January 21, 2021 – Cresco Labs (CSE:CL) (OTCQX:CRLBF) (“Cresco” or the “Company”), one of the largest vertically integrated multistate cannabis operators in the United States, announced today the closing of its previously announced best efforts overnight marketed offering (the “Offering”) of subordinate voting shares (the “Offered Securities”) of the Company at a price of C$16.00 per share for total gross proceeds of approximately US$125 million.

The Offered Securities were offered in each of the Provinces of Canada, other than Québec, pursuant to a prospectus supplement dated January 19, 2021 to the Company’s base shelf prospectus dated July 25, 2019 (collectively, the “Prospectus”) and in the United States on a private placement basis to “qualified institutional buyers” pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).

The Company intends to use the net proceeds of the Offering for organic and inorganic growth opportunities and general corporate purposes.

ATB Capital Markets Inc. acted as sole bookrunner for the Offering and A.G.P./Alliance Global Partners acted as the sole U.S. sub-agent and financial advisor to the Company in connection with the Offering in the United States.

About Cresco Labs

Cresco Labs is one of the largest vertically integrated, multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer- packaged goods approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted brands including Cresco, Remedi, High Supply, Cresco Reserve, Good News, Wonder Wellness, FloraCal Farms and Mindy’s Chef Led Artisanal Edibles created by James Beard Award-winning chef Mindy Segal. Sunnyside, Cresco Labs’ national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry’s largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry.

Cresco Labs

Page 2 of 3

Forward Looking Statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential’ or ‘continue’ or the negative of those forms or other comparable terms. The Company’s forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements, including but not limited to those risks discussed under “Risk Factors” in the company’s CSE Listing Statement filed with SEDAR; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward- looking statements. No assurances are given as to the future trading price or trading volumes of Cresco’s shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.

Contacts:

Media:

Jason Erkes, Cresco Labs

Chief Communications Officer

[email protected]

Investors:

Jake Graves

Investor Relations

[email protected]

For general Cresco Labs inquiries:

312-929-0993

[email protected]

EX-99.9

Exhibit 99.9

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.	Name and Address of Company

Cresco Labs Inc. (the “Company”)

2500 Park Place, 666 Burrard Street

Vancouver, British Columbia

V6C 2X8 Canada

Item 2.	Date of Material Change

January 22, 2021

Item 3.	News Release

A news release (attached as Exhibit A hereto) with respect to the material change was disseminated by the Company on January 22, 2021 through Business Wire and subsequently filed under the Company’s profile on SEDAR at www.sedar.com.

Item 4.	Summary of Material Change

On January 22, 2021, the Company announced the closing of its previously announced overnight marketed offering of subordinate voting shares of the Company at a price of C$16.00 per share for total gross proceeds of approximately US$125 million.

Item 5.1	Full Description of Material Change

See attached news release.

Item 5.2.	Disclosure of Restructuring Arrangements

Not applicable.

Item 6.	Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7.	Omitted Information

Not applicable.

Item 8.	Executive Officer

For further information, please contact:

John Schetz, General Counsel

Phone: (312) 929-0993

Email: [email protected]

Item 9.	Date of Report

February 1, 2021

EXHIBIT “A”

See attached.

LOGO

Cresco Labs Announces Closing of Offering of Subordinate Voting Shares

The Company intends to use the net proceeds of the Offering for organic and inorganic growth opportunities and general corporate purposes.

About Cresco Labs

Cresco Labs is one of the largest vertically integrated, multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer- packaged goods approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted brands including Cresco, Remedi, High Supply, Cresco Reserve, Good News, Wonder Wellness, FloraCal Farms and Mindy’s Chef Led Artisanal Edibles created by James Beard Award-winning chef Mindy Segal. Sunnyside, Cresco Labs’ national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry’s largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry..

Cresco Labs

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Forward Looking Statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential’ or ‘continue’ or the negative of those forms or other comparable terms. The Company’s forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward- looking statements, including but not limited to those risks discussed under “Risk Factors” in the company’s CSE Listing Statement filed with SEDAR; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward- looking statements. No assurances are given as to the future trading price or trading volumes of Cresco’s shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.

Contacts:

Media:

Jason Erkes, Cresco Labs

Chief Communications Officer

[email protected]

Investors:

Jake Graves

Investor Relations

[email protected]

For general Cresco Labs inquiries:

312-929-0993

[email protected]