Mr. Michael Kidd reports

C21 INVESTMENTS UPDATES STATUS OF SECURED DEBT AND FORWARD OBLIGATIONS

C21 Investments Inc. has reached agreement to restructure payments under a $30-million (U.S.) promissory note, with interest at 10 per cent, issued on Jan. 15, 2019, to Sonny Newman in connection with the company's purchase of Silver State Relief LLC and Silver State Cultivation LLC.

The note, issued to Mr. Newman as part of the Silver State purchase terms, is secured against the Silver State companies and their assets and had an outstanding principal balance of $27-million (U.S.) on June 30, 2019. Mr. Newman has agreed, in lieu of the principal instalment of $6-million (U.S.) due July 1, 2019, to accept such amount in an instalment of $2-million (U.S.) plus interest, which has been paid, and further monthly instalments of $800,000 per month plus interest commencing on Aug. 1, 2019, and continuing for the next ensuing four months when the monthly instalments increase to $2-million (U.S.).

As a term of such restructuring, C21 Investments and the vendors of Swell Companies and Phantom Farms/SDP Development Group LLC have reached an agreement in principle to accelerate the staggered payments under their purchase agreements. Under the terms of such agreement in principle, the vendors of Swell and Phantom would be issued a total of 16,215,416 shares of C21 Investments at $1.05 per share in settlement of the $13.01-million (U.S.) payable to them as payment for the real property owned by Phantom and all other long-term obligations owing to such vendors.

"These arrangements, upon completion, will result in C21 having a single secured creditor whose interests are aligned with the company's and a strong balance sheet going forward," said Michael Kidd, chief financial officer of C21 Investments. "This will provide the company with the financial flexibility needed to capitalize on growth opportunities and to continue with our focus on enhancing long-term value for all of our stakeholders -- shareholders, employees and communities."

"This restructuring will allow the company to move forward with its plans, and, as the company's largest shareholder, I am pleased to participate in this endeavour going forward," said Mr. Newman.

About C21 Investments Inc.

C21 Investments is a vertically integrated cannabis company that cultivates, processes and distributes quality cannabis- and hemp-derived consumer products in the United States. The company is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing and distribution assets in strategic markets and leveraging industry-leading retail revenues with high-growth potential multimarket-branded consumer packaged goods. The company owns Silver State Relief and Silver State Cultivation in Nevada as well as Phantom Farms, Swell Companies, Eco Firma Farms and Pure Green in Oregon. These brands produce and distribute a broad range of tetrahydrocannabinol and cannabidiol products from cannabis flowers, prerolls, cannabis oil, vaporizer cartridges, as well as edibles.

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