ITEM 5. Interest in Securities of the Issuer.
Percentage interest calculations for Altria and Altria Summit are based on a total of 406,948,813 Common Shares, which is calculated based upon
the sum of (i) 332,958,120 Common Shares issued and outstanding as of March 8, 2019, and (ii) 73,990,693 Common Shares issuable upon the exercise in full of the Warrant.
Percentage interest calculations for Bermuda Holdco and Canada Acquireco are based on a total of 332,958,120 Common Shares issued and
outstanding as of March 8, 2019, and does not account for any Common Shares issuable upon the exercise of the Warrant.
The aggregate
number of Common Shares that Canada Acquireco owns beneficially pursuant to Rule
13d-3
under the Act is 149,831,154 Common Shares, which constitutes 45% of the Common Shares issued and outstanding as of
March 8, 2019.
As the sole shareholder of Canada Acquireco, Bermuda Holdco may be deemed the beneficial owner of the 149,831,154
Common Shares held by Canada Acquireco, which constitutes 45% of the Common Shares issued and outstanding as of March 8, 2019.
The
aggregate number of Common Shares that Altria Summit owns beneficially pursuant to Rule
13d-3
under the Act is 223,821,847 Common Shares as of the date hereof, which constitutes 55% of the Common Shares issued
and outstanding as of March 8, 2019 and issuable pursuant to the Warrant. This number includes (i) 149,831,154 Common Shares held by Canada Acquireco, of which Altria Summit may be deemed the beneficial owner as the sole shareholder of Bermuda
Holdco, and (ii) 73,990,693 Common Shares issuable upon the exercise in full of the Warrant.
The aggregate number of Common Shares that
Altria owns beneficially pursuant to Rule
13d-3
under the Act is 223,821,847 Common Shares as of the date hereof, which constitutes 55% of the Common Shares issued and outstanding as of March 8, 2019 and
issuable pursuant to the Warrant. This number includes (i) 149,831,154 Common Shares held by Canada Acquireco, of which Altria may be deemed the beneficial owner as the sole member of Altria Summit, and (ii) 73,990,693 Common Shares issuable upon
the exercise in full of the Warrant.
In addition, as of the date hereof, certain of the Covered Persons beneficially own the number and
percentage of Common Shares set forth on Annex B attached and incorporated by reference.
Additionally, pursuant to the IRA, Altria is
entitled to customary pre-emptive and top-up rights to subscribe for additional Common Shares to maintain its ownership interest following issuances by Cronos in connection with certain triggering events, subject to a minimum ownership threshold and
receipt of any necessary approvals.
Following the closing of the Transaction, the Reporting Persons received the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 149,831,154 Common Shares. After the exercise in full of the Warrant, the shared power to vote or to direct the vote and to dispose or to direct the disposition would remain unchanged
for Canada Acquireco and Bermuda Holdco. Altria and Altria Summit, however, would have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 223,821,847 Common Shares, subject to customary anti-dilution
adjustments with respect to the shares issuable under the Warrant.