Mr. Sonny Newman reports

YEAR-END LETTER TO SHAREHOLDERS

C21 Investments Inc. has released a year-end letter from Sonny L. Newman, president and chief executive officer, to the company's shareholders. The letter follows herein and can also be accessed from the company's website. Unless otherwise stated, all currency is in United States dollars, and all results are preliminary.

Dear fellow shareholders,

C21 has just concluded a strong fiscal year on Jan. 31, with improvements to our operations and strong numbers across the board, including over 635,000 customer transactions in our Nevada dispensaries during the period. We have continued to rightsize our operations, integrating our Oregon assets to achieve further efficiencies. This is the work we set out to achieve when I took over in July and I am proud of the progress we have made. We are launching our Oregon brands into our Nevada dispensaries with considerable success. Since June, 2019, Hood Oil has now sold over 100,000 units in Nevada, generating $2.9-million in revenue with a 54-per-cent gross margin. Last month alone, Hood Oil sold over 15,000 units generating $445,000 in revenue, the best month to date at our dispensaries. In fact, 11 of the top 25 stock-keeping units sold at Silver State Relief were Hood Oil. Silver State now sells twice as many Hood Oil units than all other cartridges combined. Our Phantom Farms flower has also performed well since its launch in Nevada two weeks ago.

We recently reported revenue of $10.6-million in the third quarter, with $2.2-million of positive adjusted earnings before interest, taxes, depreciation and amortization, a 175-per-cent increase quarter over quarter. Our Q3 adjusted EBITDA margin of 21 per cent placed us among the top-five reporting U.S. operators for the quarter. C21 is one of only a handful of public U.S. operators with positive operating cash flow. This has allowed us to survive in these difficult market conditions without having to issue any equity financing under my watch.

The cannabis sector has been hit hard across the board and this market malaise is failing to distinguish and reward those participants, like C21, who have delivered strong economic performance and underlying fundamentals. It has been a particularly difficult nine-month stretch for the entire sector and indeed for our stock. This is frustrating given how well we have executed on our strategy and the gains we have achieved. We believe that with the anticipated legislative changes in the U.S., increased interest in viable U.S. cannabis companies will return, and, with this, companies with discipline and focus such as ours will be rewarded.

We are working with our advisers, Eight Capital and CB1 Capital, to identify the best strategic options to execute our corporate growth plans, as well as increasing financial flexibility in managing our debt. We outlined a number of growth initiatives in our recently updated investor presentation -- both organic and strategic opportunities, as capital permits. We continue our relentless drive to net profitability as we strive to make the company even stronger, with our shareholders' interests being paramount. It is our sincere hope that you continue to stand with us through these difficult market conditions. I trust this message addresses any concerns you may have at this time.

Sincerely,

Sonny Newman

President and CEO, C21 Investments

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 U.S. The company is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing and distribution assets in strategic markets, leveraging industry-leading retail revenues with high-growth potential multimarket branded consumer packaged goods.

We seek Safe Harbor.