SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GATES BRUCE ALLEN (Last) (First) (Middle) 720 KING STREET WEST, SUITE 320 (Street) TORONTO A6 M5V 2T3 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/31/2019	3. Issuer Name and Ticker or Trading Symbol Cronos Group Inc. [ CRON ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
DEFERRED SHARE UNITS	(1)	(1)	COMMON SHARES	8,484.16	(2)	D

Explanation of Responses:

1. Vested Deferred Share Units are mandatorily redeemable by Cronos Group Inc. (the "Company") on the first trading day after Ms. Evans ceases to be a director of the Company.

2. Upon redemption, Deferred Share Units entitle Mr. Gates to receive a lump sum cash payment in an amount equal to the fair market value of Company common shares on the date of redemption.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney This Form 3 is being filed in advance of January 1, 2020, on which date the reporting person will become subject to Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Xiu Ming Shum as Attorney-in-Fact for Bruce A. Gates	12/31/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Bruce Allen Gates - Exhibit 24


                         Authorization and Designation
                                to Sign and File
                           Section 16 Reporting Forms


        The undersigned, a director of Cronos Group Inc., a corporation formed
under the Business Corporations Act (Ontario) (the "Company"), does hereby
authorize and designate Jerry Barbato or Xiu Ming Shum, each with right to
substitute and resubstitute, but for only so long as each of them is an officer
of the Company, to sign and file on his or her behalf the application for the
required Securities and Exchange Commission ("SEC") electronic CIK/CCC codes and
any and all Forms 3, 4 and 5 and Forms 144 relating to equity securities of the
Company with the SEC pursuant to the requirements of Section 16 of the
Securities Exchange Act of 1934 ("Section 16") and Rule 144 under the Securities
Act of 1933, as amended.  This authorization, unless earlier revoked in writing,
shall be valid until the undersigned's reporting obligations under Section 16
and Rule 144 with respect to equity securities of the Company shall cease.  All
prior such authorizations are hereby revoked.

        IN WITNESS WHEREOF, the undersigned has executed this Authorization and
Designation this 16th day of December, 2019.




                                        /s/ Bruce Allen Gates
                                        ---------------------------------------
                                        Bruce A. Gates