C21 Investments Inc (CWLXF) 6-K, filed Sep 24, 2020

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 July 2020.

Commission File Number 000-55982

C21 INVESTMENTS INC.(Translation of registrant’s name into English)

Suite 1900-855 West Georgia St Vancouver BC, V6C 3H4 Canada (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 [X] 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): [ ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): [ ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

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.

	C21 INVESTMENTS INC.
Date: September 24, 2020	/s/ Michael Kidd
	Michael Kidd
	Chief Financial Officer

-2-

INDEX TO EXHIBITS

Exhibit	Description
99.1	Interim Condensed Consolidated Financial Statements for the Period ended July 31, 2020
99.2	Management's Discussion and Analysis for the Period ended July 31, 2020
99.3	Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CEO
99.4	Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CFO

C21 Investments Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

C21 INVESTMENTS INC.

Interim Condensed Consolidated Financial Statements<br><br> <br>For the three and six months ended July 31, 2020 and 2019<br><br> <br>(Expressed in U.S. Dollars) - Unaudited
C21 INVESTMENTS INC.
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INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTICE OF NO AUDITOR REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	1
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS	2
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY	3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	4
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5-30

Notice of Disclosure of Non-auditor Review of the Interim Condensed Consolidated Financial Statements for the three and six months ended July 31, 2020 and 2019.

Pursuant to National Instrument 51-102, Part 4, subsection 4.3(3)(a) issued by the Canadian Securities administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim condensed consolidated financial statements of C21 Investments Inc. (the "Company" or "C21") for the interim period ended July 31, 2020, have been prepared in accordance with the International Accounting Standard 34 - Interim Financial Reporting as issued by the International Accounting Standards Board and are the responsibility of the Company's management.

The Company's independent auditors, Davidson & Company LLP, have not performed a review of these interim condensed consolidated financial statements.

September 24, 2020

C21 INVESTMENTS INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION<br><br> <br>As at July 31, 2020 and January 31, 2020<br><br> <br>(Expressed in U.S. dollars) - Unaudited
****	****	July 31, 2020	January 31, 2020
---	---	---	---
****	Note	- -	- -
ASSETS
Current assets
Cash		2,709,090	3,076,493
Biological assets	10 & 28	1,381,778	1,408,271
Inventory	11	5,672,732	6,191,843
Prepaid expenses and deposits		597,586	543,482
Receivables	9	276,704	443,122
Total current assets		10,637,890	11,663,211
Property and equipment	12	4,973,668	3,834,131
Right-of-use assets	15	4,299,624	4,660,688
Intangible assets	13	11,975,471	12,704,626
Goodwill	13	28,541,323	28,541,323
Restricted cash	8	45,517	46,106
TOTAL ASSETS	****	60,473,493	61,450,085
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	14 & 26	3,651,031	3,488,274
Promissory note payable - current portion	17	17,600,000	21,200,000
Convertible promissory note - current portion	17	2,319,890	1,244,041
Convertible debentures - current portion	17	6,941,921	6,867,255
Income taxes payable		5,345,386	3,714,666
Consideration payable - current portion	18	846,256	846,256
Short-term debt	16	128,283	126,119
Lease liabilities - current portion	15	1,209,889	1,131,149
Total current liabilities		38,042,656	38,617,760
Lease liabilities	15	3,532,519	3,870,211
Long-term debt	16	478,958	494,217
Convertible promissory note	17	-	1,136,065
Derivative liability	20	3,434,350	3,699,152
Reclamation obligation	19	52,447	53,126
TOTAL LIABILITES		45,540,930	47,870,531
SHAREHOLDERS' EQUITY
Share capital	21 & 28	78,649,586	76,028,268
Commitment to issue shares	21	1,100,881	1,100,881
Reserves	21	8,070,977	8,008,176
Accumulated other comprehensive loss		(551,051	(1,047,387
Deficit		(72,337,830	(70,510,384
TOTAL SHAREHOLDERS' EQUITY		14,932,563	13,579,554
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	****	60,473,493	61,450,085

All values are in US Dollars.

Nature of operations and going concern (Note 1)

Taxation (Note 25)

Subsequent events (Note 28)

On behalf of the Board:
"Michael Kidd"	Director	"Bruce Macdonald"	Director
See accompanying notes to the interim condensed consolidated financial statements	p. 1
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C21 INVESTMENTS INC.
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS<br><br> <br>For the three and six months ended July 31, 2020 and 2019<br><br> <br>(Expressed in U.S. dollars) - Unaudited
****	****	Three months ended July 31			Six months ended July 31
---	---	---	---	---	---	---	---
	****	2020	2019		2020	2019
	Note	--	****		--	****
Revenue		9,366,279	9,859,293		17,512,103	17,616,315
Cost of sales	11	4,608,611	5,488,350		9,845,865	9,928,221
Gross margin before the undernoted		4,757,668	4,370,943		7,666,238	7,688,094
Realized fair value adjustment on biological assets	10	(3,532,392	(2,167,522	)	(4,883,165	(3,880,357	)
Unrealized fair value adjustment on biological assets	10	2,779,613	808,776		4,459,332	2,068,675
Gross Profit		4,004,889	3,012,197		7,242,405	5,876,412
Expenses
General and administration	22 & 28	1,592,570	2,933,546		3,359,099	5,430,645
Sales, marketing, and promotion		31,003	429,108		105,866	797,446
Depreciation and amortization	12 & 13	607,042	889,470		1,095,994	1,936,021
Share based compensation	21	27,051	60,685		62,801	245,265
Total expenses		2,257,666	4,312,809		4,623,760	8,409,377
Income (loss) before undernoted items		1,747,223	(1,300,612	)	2,618,645	(2,532,965	)
Interest expense	15 & 17	(610,394	(752,189	)	(1,387,614	(1,503,806	)
Accretion expense	17	(99,552	(332,644	)	(194,271	(756,699	)
Transaction costs		-	(192,703	)	-	(309,060	)
Other Income		13,750	22,491		31,589	43,229
Restructuring	12	(65,228	-		(1,546,788	-
Interest and other income		(4,062	46,697		(3,899	164,965
Gain (loss) on change in fair value of derivative liabilities	20	-	330,440		264,802	(28,012	)
Income (loss) before income taxes		981,737	(2,178,520	)	(217,536	(4,922,348	)
Current income tax expense		(1,019,920	(786,342	)	(1,609,910	(1,169,507	)
NET LOSS		(38,183	(2,964,862	)	(1,827,446	(6,091,855	)
Other comprehensive income (loss)
Cumulative translation adjustment		366,864	(373,605	)	496,336	(435,275	)
INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)		328,681	(3,338,467	)	(1,331,110	(6,527,130	)
Basic and diluted income (loss) per share		0.00	(0.04	)	(0.01	(0.09	)
Weighted average number of common shares outstanding - basic and diluted		96,135,225	76,894,240		96,616,529	69,733,762

All values are in US Dollars.

See accompanying notes to the interim condensed consolidated financial statements	p. 2
C21 INVESTMENTS INC.
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)<br><br> <br>For the six months ended July 31, 2020 and 2019<br><br> <br>(Expressed in U.S. dollars) - Unaudited
	Share capital				Reserves									****			****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number of shares		Amount		Share based compensation		Equity component of convertible instruments		Commitment to issue shares		Accumulated other comprehensive income (loss)			Deficit			Total
Balance at January 31, 2020	89,388,639	$	76,028,268	$	8,008,176	$	-	$	1,100,881	$	(1,047,387	)	$	(70,510,384	)	$	13,579,554
Shares issued on purchase of Phantom Farms	7,132,041		2,582,903		-		-		-		-			-			2,582,903
Shares issued on convertible promissory note	95,849		38,415		-		-		-		-			-			38,415
Share based compensation	-		-		62,801		-		-		-			-			62,801
Net loss and comprehensive loss for the period	-		-		-		-		-		496,336			(1,827,446	)		(1,331,110	)
Balance at July 31, 2020	96,616,529	$	78,649,586	$	8,070,977	$	-	$	1,100,881	$	(551,051	)	$	(72,337,830	)	$	14,932,563
	Share capital				Reserves												****			****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number of shares		Amount		Share based compensation			Equity component of convertible instruments			Commitment to issue shares			Accumulated other comprehensive loss			Deficit			Total
Balance at January 31, 2019	58,505,255	$	52,923,983	$	5,435,551		$	-		$	1,044,881		$	(363,051	)	$	(37,954,751	)	$	21,086,613
Shares issued on purchase of Phantom Farms	2,670,000		2,501,827		-			-			-			-			-			2,501,827
Warrants issued on purchase of Phantom Farms	-		-		-			793,745			-			-			-			793,745
Share based compensation - option issuance	-		-		245,877			-			-			-			-			245,877
Shares issued on purchase of Swell Companies	1,266,667		1,130,363		-			786,284			-			-			-			1,916,647
EFF building	3,983,886		4,156,866		-			-			-			-			-			4,156,866
Private placement	5,589,493		4,912,189		-			831,296			-			-			-			5,743,485
Payment of EFF Share payment note	368,688		368,963		-			-			(368,963	)		-			-			-
Shares issued on exercise of warrants	915,545		1,037,340		-			(297,484	)		-			-			-			739,856
Shares issued on exercise of EFF convertible note	977,479		719,175		-			-			-			-			-			719,175
Shares issued on exercise of options	80,000		77,980		(38,952	)		-			-			-			-			39,028
Shares issued on exercise of convertible debentures	7,878,889		4,159,040		-			-			-			-			-			4,159,040
Share based compensation - option cancellation	-		-		(325,883	)		-			-			-			325,883			-
Share based compensation - warrant expiry	-		-		-			(1,331,119	)		-			-			1,331,119			-
Net loss and comprehensive loss for the period	-		-		-			-			-			(435,276	)		(6,091,855	)		(6,527,131	)
Balance at July 31, 2019	82,235,902	$	71,987,726	$	3,689,275		$	2,410,040		$	675,918		$	(798,327	)	$	(42,389,604	)	$	35,575,028
See accompanying notes to the interim condensed consolidated financial statements	p. 3
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C21 INVESTMENTS INC.
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br> <br>For the six months ended July 31, 2020 and 2019<br><br> <br>(Expressed in U.S. dollars) - Unaudited
****	****	Six months ended July 31,
---	---	---	---
****	****	2020	2019
****	Note	--	--
OPERATING ACTIVITIES	****
Net loss before income taxes		(217,536	(4,922,348
Depreciation and amortization	12,13,15	1,790,311	2,608,532
Net effect of fair value changes in biological assets	10	423,833	1,811,682
Share based compensation	21	62,801	184,580
Restructuring	12	1,546,788	-
Interest expense	15 & 17	1,494,863	1,503,806
Accretion expense	17	194,271	704,749
(Gain) loss on change in fair value of derivative liabilities	20	(264,802	28,853
Loss on disposal of assets	15	19,749	-
Changes in working capital items
Biological assets		(397,340	-
Inventory		242,291	1,263,378
Receivables		166,418	(117,944
Accounts payable and accrued liabilities		593,865	(2,281,185
Prepaid expenses and deposits		(54,104	142,546
Cash provided by operating activities	****	5,601,408	926,649
INVESTING ACTIVITIES	****
Purchases of property and equipment	12	(73,158	(363,611
Payment of Megawood consideration payable	17	(130,000	-
Net cash outflow on acquisition of subsidiaries	3,4	-	(8,272,570
Cash used in investing activities	****	(203,158	(8,636,181
FINANCING ACTIVITIES	****
Issuance of common shares		-	5,253,001
Issuance of convertible debentures on exercise of warrants		-	560,120
Payments of long term debt	16	(39,210	-
Payments on promissory notes payable	17	(3,600,000	(4,860,000
Cash proceeds from warrants		-	960,233
Cash proceeds from options		-	77,980
Interest paid in cash		(1,283,544	-
Lease payments made		(886,713	-
Cash used in financing activities	****	(5,809,467	1,991,334
Effect of foreign exchange on cash		43,814	(618,877
Decrease in cash during the period		(367,403	(6,337,075
Cash, beginning of period		3,076,493	9,067,095
Cash, end of period	****	2,709,090	2,730,020

All values are in US Dollars.

Supplementary disclosure with respect to cash flows (Note 24)

See accompanying notes to the interim condensed consolidated financial statements	p. 4
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
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NATURE OF OPERATIONS AND GOING CONCERN

C21 Investments Inc. (the "Company" or "C21") was incorporated January 15, 1987, under the Company Act of British Columbia. The Company is a publicly traded company with its registered office is 1900-885 West Georgia Street, Vancouver, BC, V6C 3H4.

Pursuant to a change of business announced on January 29, 2018 to the Cannabis industry, the Company commenced acquiring and operating revenue-producing cannabis operations in the USA and internationally.

On June 15, 2018, the Company's common shares were delisted from the TSX Venture Exchange ("TSX-V") at the Company's request and on June 18, 2018 the Company commenced trading on the Canadian Securities Exchange ("CSE"), completed its change of business to the cannabis industry and commenced trading under the symbol CXXI. The Company registered its Common Shares in the United States and on May 6, 2019, its shares were cleared by FINRA for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On August 23, 2019 the Company announced it had been upgraded to the OTCQB® Venture Market

As at July 31, 2020, the Company operates in two segments, recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (Note 23).

These interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue its operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company reports a net loss for the six months ended July 31, 2020 of $1,827,446, and has an accumulated deficit of $72,337,830, and a working capital deficit of $27,404,766 as at July 31, 2020. In July 2019, the Company accelerated a restructuring and integration of operations that resulted in significant cash savings. While these efforts have resulted in positive cash flow from operations, they will not be sufficient to fund payments on the short-term debt obligations owing to the Company's CEO (Notes 17 and 27). The Company's working capital deficit position is due primarily to these short-term debt service payments which will require additional funding to satisfy by January 1, 2021 under the Company's current payment schedule. The ability of the Company to continue as a going concern is dependent on either raising additional financing or further restructuring of its current payment schedule with the Company's CEO, Sonny Newman, who is also the Company's majority secured debt holder and largest shareholder. These material uncertainties cast significant doubt upon the Company's ability to continue as a going concern.

Historically, management has been successful in obtaining adequate funding for operating and capital requirements. The Company takes a disciplined approach to financing and intends to protect shareholder value by raising capital strategically. The Company is assessing various opportunities for additional financing through either debt or equity to be used to satisfy current obligations, for corporate working capital and possible future acquisitions. There is no assurance that the Company will be able to secure financing on acceptable terms or at all to cover its current obligations.

In the United States, 34 states, the District of Columbia, and four U.S. territories allow the use of medical cannabis. Alaska, California, Colorado, Illinois Maine, Massachusetts, Michigan, Nevada, Oregon, Washington, Vermont, and the District of Columbia legalized the sale and adult-use of recreational cannabis. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970 ("Federal CSA"). Under U.S. 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 accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law.

This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level.

p.5
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
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NATURE OF OPERATIONS AND GOING CONCERN (continued)

There remains uncertainty about the US federal government's position on cannabis with respect to cannabis-legal states. A change in its enforcement policies could impact the ability of the Company to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments may adversely affect workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time.

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

The unaudited interim condensed consolidated financial statements were authorized for issuance on September 23, 2020 by the directors of the Company.

Basis of consolidation

These unaudited interim condensed consolidated financial statements as at and for the three and six months ended July 31, 2020 and 2019 ("interim financial statements"), incorporate the accounts of the Company and its wholly-owned subsidiaries as defined in IFRS 10 - Consolidated Financial Statements ("IFRS 10"). All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements (i.e., from the date of their acquisition). All intercompany balances and transactions are eliminated upon consolidation.

The following are the Company's wholly owned subsidiaries that are included in these interim financial statements as at and for the period ended July 31, 2020:

Name of Subsidiary	Country of Incorporation	Percentage Ownership	Functional Currency	Principal Activity
320204 US Holdings Corp.	USA	100%	USD	Holding Company
320204 Oregon Holdings Corp.	USA	100%	USD	Holding Company
320204 Nevada Holdings Corp.	USA	100%	USD	Holding Company
320204 Re Holdings, LLC	USA	100%	USD	Holding Company
Eco Firma Farms LLC	USA	100%	USD	Cannabis producer
Silver State Cultivation LLC	USA	100%	USD	Cannabis producer
Silver State Relief LLC	USA	100%	USD	Cannabis retailer
Swell Companies LTD	USA	100%	USD	Cannabis processor, distributor
Megawood Enterprises Inc.	USA	100%	USD	Cannabis retailer
Phantom Venture Group, LLC	USA	100%	USD	Holding Company
Phantom Brands, LLC	USA	100%	USD	Holding Company
Phantom Distribution, LLC	USA	100%	USD	Cannabis distributor
63353 Bend, LLC	USA	100%	USD	Cannabis producer
20727-4 Bend, LLC	USA	100%	USD	Cannabis processor
4964 BFH, LLC	USA	100%	USD	Cannabis producer
Workforce Concepts 21, Inc.	USA	100%	USD	Payroll and benefits services
p.6
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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
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SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Basis of preparation

These interim financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments and biological assets classified as fair value through profit or loss. The financial statements are presented in U.S. dollars unless otherwise noted. Amounts in comparative years may have been reclassified to conform with the current year's presentation.

Statement of compliance

These interim financial statements are prepared in accordance with IAS 34 - Interim Financial Reporting and in accordance with the accounting policies adopted in the Company's most recent audited annual consolidated financial statements for the year ended January 31, 2020 ("annual financial statements"). These interim financial statements do not contain all of the information required for full annual financial statements and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report should be read in conjunction with the annual financial statements which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Functional and presentation currency

We have chosen to present these interim financial statements in U.S. dollars. The functional currency of the Company's subsidiaries is U.S. dollars. The parent company's functional currency is the Canadian dollar. All amounts presented are in U.S. dollars unless otherwise noted.

Foreign currency translation

Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statement of loss and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss).

Significant accounting policies

The accounting policies applied in the preparation of these interim financial statements are consistent with those applied and disclosed in Note 2 to the annual financial statements.

Significant accounting judgments, estimates and assumptions

The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.

p.7
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
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SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Areas requiring a significant degree of estimation and judgment relate to the determination of business combinations, impairment of long-lived assets, biological assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, and share based compensation.

ACQUISITION OF PHANTOM FARMS

On February 4, 2019, the Company acquired all membership units of Phantom Farms, which encompasses the following limited liability companies: Phantom Venture Group, LLC, Phantom Distribution, LLC, 63353 Bend, LLC, 20727‐4 Bend, LLC, 4964 BFH, LLC, and Phantom Brands, LLC. Phantom Farms has outdoor cannabis cultivation facilities in southern Oregon and a wholesale distribution warehouse, an extraction laboratory and an indoor grow facility in central Oregon. The Company acquired Phantom Farms for total consideration of $10,539,260 comprised of cash deposits on closing of $3,200,000, a promissory note for $290,000, common shares issued in the amount of $2,507,138, share purchase warrants issued in the amount of $793,745, and an earnout valued at $3,748,377.

This acquisition is being accounted for using the acquisition method, in accordance with IFRS 3 - Business Combinations, with the assets and liabilities acquired recorded at their fair values at the acquisition date. The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill.

The purchase price and allocation of the purchase price is as follows:

****	- -
Cash	13,121
Receivables	166,346
Inventory	884,113
Biological assets	75,499
Other assets	52,234
Property and equipment	92,501
Right-of-use asset	2,251,451
Lease liability	(2,251,451
Brand	622,308
Customer relationships	581,616
Licenses	156,750
Goodwill	8,009,248
Accounts payable and accrued liabilities	(114,476
Total assets and liabilites acquired	10,539,260
Cash deposits on closing date	3,200,000
Common shares issued	2,507,138
Stock warrants issued**	793,745
Consideration payable *	3,748,377
Promissory note payable	290,000
Total consideration	10,539,260

All values are in US Dollars.

*all of the consideration payable was recognized as derivative liability (Note 20)

**value based on acquisition date share price of $1.23, exercise price of $1.50, expected life of 2 years, volatility of 102.6%, risk free rate of 2.50%

p.8
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

ACQUISITION OF PHANTOM FARMS (continued)

In an agreement signed contemporaneously, the Company committed to purchase SDP Development Group, LLC ("SDP") on October 15, 2020, which owned six real estate properties used in connection with Phantom Farms' cannabis cultivation, processing and distribution operations.

On February 19, 2020, the Company completed the restructuring of the purchase of Phantom Farms and related companies, including SDP. The restructuring terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,041 shares of C21 with a fair value of $2,582,903 (Note 20).

The consideration exceeded the fair market value of land acquired and as a result, the Company recorded a restructuring charge of $1,204,740.

At January 31, 2020, it was determined that the goodwill amounts for Phantom were impaired and should be written off. The Company has written off $8,009,248 of goodwill in relation to Phantom for the year ended January 31, 2020 (Note 13).

ACQUISITION OF SWELL COMPANIES

On May 24, 2019, the Company acquired all the common shares held in Swell Companies Limited ("Swell"). Swell operates an extraction laboratory, manufacturing, and wholesale facility in Oregon. The Company acquired Swell for total consideration of $18,812,683 comprised of cash deposits and notes receivable of $5,050,000, a convertible promissory note for $1,000,000, assumed liabilities of $1,070,907, common shares issued in the amount of $1,130,363, stock warrants issued in the amount of $786,284, and consideration payable of $9,775,129.

This acquisition is being accounted for using the acquisition method, in accordance with IFRS 3 - Business Combinations, with the assets and liabilities acquired recorded at their fair values at the date of acquisition. The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill.

p.9
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

ACQUISITION OF SWELL COMPANIES (continued)

The purchase price and allocation of the purchase price is as follows:

****	- -
Cash	173,422
Receivables	160,801
Inventory	2,069,349
Other assets	13,565
Property and equipment	1,152,519
Right-of-use asset	611,890
Lease liability	(611,890
Brand	709,496
Customer relationships	592,852
Licenses	915,000
Goodwill	13,676,649
Accounts payable and accrued liabilities	(650,970
Total assets and liabilites acquired	18,812,683
Cash deposits and notes receivable	5,050,000
Convertible promissory note	1,000,000
Liabilities assumed	1,070,907
Common shares issued	1,130,363
Stock warrants issued**	786,284
Consideration payable *	9,775,129
Total consideration	18,812,683

All values are in US Dollars.

*consideration payable includes $4,707,370 of derivative liabilities (Note 20)
**value based on acquisition date share price of $1.20, exercise price of $1.50, expected life of 5 years, volatility of 102.6%, risk free rate of 2.16%

During the year ended January 31, 2020, the Company finalized an agreement with the former owners Swell Companies Limited (the "Swell Vendors") to amend the terms of the Company's forward-cash obligations to the Swell Vendors. Pursuant to the terms of the amended agreement: (a) the cash sum due to the Swell Vendors through September 2019 under the original agreement, in the amount of $850,000, will be paid by the Company on or before July 1, 2020 with interest from Nov 15, 2019 at 9.5%.; and (b) the sum of $7,350,000 due to the Swell Vendors on May 24, 2021 under the original agreement, including the Swell Vendors' option to receive $5,000,000 of such sum in cash, will be satisfied in full by the issuance of 7,015,238 common shares of C21. The shares were issued into escrow on December 27, 2019 and will be released as follows: (a) twenty-five percent (25%) four-months-and-a-day from October 4, 2019; and (b) the remainder of the shares in three equal instalments of one-third every four months thereafter.

At May 24, 2019, consideration payable included derivative liabilities of $4,707,370, cash consideration payable of $846,256 and commitment to issue shares of $4,221,503.

At January 31, 2020, it was determined that the goodwill and intangible amounts for Swell were impaired and should be written off. The Company has written off $13,676,649 of goodwill and $1,536,260 of intangibles for the year ended January 31, 2020 (Note 13).

p.10
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

ACQUISITION OF SILVER STATE

On January 1, 2019, the Company acquired all membership units of Silver State Relief LLC, and Silver State Cultivation LLC, which collectively form an integrated licensed cannabis operation comprised of two dispensary locations in Sparks and Fernley Nevada, and a cultivation and processing facility in Sparks Nevada (hereinafter called "Silver State"). The Company acquired Silver State for total consideration of $49,105,048 comprised of cash deposits upon closing of $9,009,800, consideration payable of $1,143,873, common shares issued in the amount of $8,951,375, and a promissory note for $30,000,000 (Note 17).

The purchase price and the allocation of the purchase price is as follows:

****	- -
Cash	417,453
Inventory	5,903,468
Biological assets	2,113,917
Other assets	16,085
Property and equipment	569,518
Right-of-use asset	3,950,682
Lease liability	(3,857,682
Customer relationships	1,540,447
Dispensary licenses	11,790,274
Cultivation license	100,000
Goodwill	28,541,323
Accounts payable and accrued liabilities	(1,980,437
Total assets and liabilites acquired	49,105,048
Cash deposits on closing date	9,009,800
Considerations payable	1,143,873
Promissory note payable	30,000,000
Common shares issued	8,951,375
Total consideration	49,105,048

All values are in US Dollars.

The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill.

ACQUISITION OF MEGAWOOD ENTERPRISES

On January 23, 2019, the Company acquired all shares of Megawood Enterprises, Inc., a licensed cannabis retail operation located in Portland, Oregon for total consideration of $794,888 comprised of consideration paid/payable of $650,000, closing working capital deficit of $30,112, and a convertible promissory note for $175,000.

p.11
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

ACQUISITION OF MEGAWOOD ENTERPRISES (continued)

The purchase price and the allocation of the purchase price is as follows:

****	- -
Cash	38,570
Inventory	46,162
Other assets	10,705
Property and equipment	40,983
Right-of-use asset	221,007
Lease liability	(221,007
Dispensary license	50,000
Goodwill	689,328
Accounts payable and accrued liabilities	(80,860
Total assets and liabilites acquired	794,888
Cash consideration paid	280,000
Considerations payable	231,395
Convertible promissory note	175,000
Advances to vendor cancelled upon closing	138,605
Closing working capital deficit receivable	(30,112
Total consideration	794,888

All values are in US Dollars.

At January 31, 2020, it was determined that the goodwill amounts for Megawood were impaired and should be written off. The Company has written off $689,328 of goodwill in relation to Megawood for the year ended January 31, 2020 (Note 13).

ACQUISITON OF ECO FIRMA FARMS

On June 13, 2018, the Company acquired all membership units of EFF, a licensed recreational cannabis cultivation operation located outside of Portland, Oregon for total consideration of $7,849,684 comprised of assumed liabilities of $3,944,049, a convertible promissory note for $2,000,000 and a share payment note for $1,905,635.

p.12
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

ACQUISITON OF ECO FIRMA FARMS (continued)

The purchase price and the allocation of the purchase price is as follows:

****	- -
Cash	65,572
Receivables	122,840
Inventory	723,170
Biological assets	184,617
Other assets	70,120
Property and equipment	1,736,628
Right-of-use asset	3,689,418
Lease liability	(3,689,418
Cultivation license	120,000
Goodwill	5,160,741
Accounts payable and accrued liabilities	(334,004
Total assets and liabilites acquired	7,849,684
Liabilities assumed	3,944,049
Convertible promissory note	2,000,000
Share payment note	1,905,635
Total consideration	7,849,684

All values are in US Dollars.

On June 13, 2018, in conjunction with the acquisition of EFF, the Company issued a share payment note in the amount of $1,905,635 without interest, by the allotment and issuance of 2,142,000 common shares of C21, any time after October 15, 2018. The Company recognized the share payment note within equity.

On June 13, 2018, in conjunction with the acquisition of EFF, the Company issued a convertible promissory note for $2,000,000 maturing June 13, 2021. The value of the financial and derivative liability component was determined at the date of issuance in the amounts of $1,606,990 and $393,010 respectively (Note 20). Subsequent to the year ended January 31, 2019, one of the vendors that sold EFF, converted their portion of the convertible note to 977,479 common shares.

An earn-out amount was contemplated in the purchase agreement and amendment to the purchase agreement, in which the Company agreed to deliver to the vendors one common share of C21, at a deemed issue price of $1.00 per share if the EBITDA (earnings before interest, taxes, depreciation and amortization) earned by the Company if upon satisfying the agreed upon amounts ("Earn Out") and average wholesale flower prices were in excess of $1,400 per pound. Management has determined that the Earn Out has $nil value.

At January 31, 2019, it was determined that the goodwill amounts for EFF were impaired and should be written off. The Company has written off $5,160,741 of goodwill in relation to EFF for the year ended January 31, 2019

p.13
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

RESTRICTED CASH

The Company has cash on deposit with the Alberta Energy Regulator ("AER") under the AER's Liability Management programs to cover potential liabilities relating to its wells. The required security deposit with the AER is determined based on a monthly licensee management rating assessment.

RECEIVABLES

****		July 31, 2020			January 31, 2020
Taxes receivable	$	29,927		$	22,014
Trade receivable		248,752			423,083
Allowance for doubtful accounts		(1,975	)		(1,975	)
****	$	276,704		$	443,122

All of the Company's trade and other receivables have been reviewed for indicators of impairment. Accounts receivable more than 90 days past due totaled $84,797 at July 31, 2020 (January 31, 2020 - $40,911).

BIOLOGICAL ASSETS

The Company's biological assets consist of cannabis plants. The continuity for biological assets for the six months ended July 31, 2020 and year ended January 31, 2020, was as follows:

Balance, January 31, 2019	$	1,870,540
Acquired biological assets		75,499
Fair value adjustment on biological assets		1,243,340
Increase in biological assets due to capitalized costs		7,615,455
Transferred to inventory upon harvest		(9,396,563	)
Balance, January 31, 2020		1,408,271
Fair value adjustment on biological assets		2,806,750
Increase in biological assets due to capitalized costs		1,696,195
Transferred to inventory upon harvest		(4,529,438	)
Balance, July 31, 2020	$	1,381,778

Biological assets are valued in accordance with IAS 41 - Agriculture ("IAS 41") and are presented at their fair values less costs to sell up to the point of harvest. The Company's biological assets are primarily cannabis plants, and because there is no actively traded commodity market for plants or dried product, the valuation of these biological assets is obtained using valuation techniques where the inputs are based upon unobservable market data (Level 3).

p.14
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

The valuation of biological assets is based on a market approach where fair value at the point of harvest is estimated based on selling prices less the costs to sell at harvest. For in process biological assets, the fair value at point of harvest is adjusted based on the stage of growth. As at July 31, 2020, on average, the biological assets were 50% complete as to the next expected harvest date.

The significant unobservable inputs and their range of values are noted in the table below:

			Effect on Fair Value as of July 31:
Significant Inputs and Assumptions	Range of Inputs	Sensitivity	2020		2019
Selling Price Per	$0.15 to $9.58	Increase 5%	55,291		12,116
Gram		Decrease 5%	(55,291	)	(12,116	)
Estimated Yield Per	60.59 to 848.11 grams	Increase 5%	54,665		9,231
Cannabis Plant		Decrease 5%	(54,665	)	(9,231	)

During the six months ended July 31, 2020, the Company's biological assets produced 1,546,617 grams (six months ended July 31, 2019 - 1,918,526 grams).

INVENTORY

****		July 31, 2020		January 31, 2020
Finished goods	$	2,738,600	$	3,878,754
Work in progress		2,934,132		2,313,089
****	$	5,672,732	$	6,191,843

Inventories expensed to cost of sales during the three and six months ended July 31, 2020 was $4,608,611 and $9,845,865, respectively (three and six months ended July 31, 2019 - $5,488,350 and $9,928,221, respectively).

Included in inventory expensed to cost of sales during the three and six months ended July 31, 2019 were fair value adjustments recognized which increased cost of sales by $1,358,746 and $1,811,682, respectively. This one-time non-cash charge is related to the fair value of inventory acquired in the Silver State acquisition which closed January 1, 2019. This inventory was fully sold during the first six months of the year ended January 31, 2020.

In addition, at July 31, 2020, inventories included a gain on fair value adjustments of biological assets of $1,507,030 (July 31, 2019 - gain on fair value adjustments of biological assets of $1,811,682).

p.15
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

PROPERTY AND EQUIPMENT

****		Land and building			Leasehold improvements			Furniture & fixtures			Computer equipment			Machinery & equipment			Total
Cost
Balance, January 31, 2019	$	-		$	1,459,795		$	478,864		$	96,785		$	429,664		$	2,465,108
Assets from acquisition		-			522,279			50,388			25,846			646,507			1,245,020
Additions		4,675,389			97,956			12,350			-			560,328			5,346,023
Impairment		(3,305,176	)		(709,064	)		(125,282	)		-			-			(4,139,522	)
Balance, January 31, 2020		1,370,213			1,370,966			416,320			122,631			1,636,499			4,916,629
Additions		1,330,000			8,034			3,788			-			61,422			1,403,244
Disposals		-			-			-			(86	)		-			(86	)
Balance, July 31, 2020	$	2,700,213		$	1,379,000		$	420,108		$	122,545		$	1,697,921		$	6,319,787
Accumulated Depreciation
Balance, January 31, 2019	$	-		$	(301,583	)	$	(65,074	)	$	(7,619	)	$	(8,822	)	$	(383,098	)
Depreciation expense		(128,225	)		(214,331	)		(88,667	)		(52,324	)		(215,853	)		(699,400	)
Balance, January 31, 2020		(128,225	)		(515,914	)		(153,741	)		(59,943	)		(224,675	)		(1,082,498	)
Depreciation expense		(51,891	)		(75,935	)		(25,010	)		(11,996	)		(98,789	)		(263,621	)
Balance, July 31, 2020	$	(180,116	)	$	(591,849	)	$	(178,751	)	$	(71,939	)	$	(323,464	)	$	(1,346,119	)
Carrying amount, Jan. 31, 2020	$	1,241,988		$	855,052		$	262,579		$	62,688		$	1,411,824		$	3,834,131
Carrying amount, July 31, 2020	$	2,520,097		$	787,151		$	241,357		$	50,606		$	1,374,457		$	4,973,668

Total depreciation expense for the three and six months ended July 31, 2020 was $124,129 and $263,621, repsectively (three and six months ended July 31, 2019 - $180,530 and $345,147, respectively). Of the total expense, $145,704 was allocated to inventory (2019 - $259,723).

Impairment of real estate assets in Canby, Oregon has been identified by way of an appraisal obtained in October 2019. The Company is evaluating this asset as part of its restructuring and integration of the Oregon assets.

p.16
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

PROPERTY AND EQUIPMENT (continued)

INTANGIBLE ASSETS AND GOODWILL

		Licenses			Branding			Customer relationships			Start up costs			Total
Cost		****			****			****			****			****
Balance, January 31, 2019	$	12,060,274		$	-		$	1,540,447		$	7,783		$	13,608,504
Additions from acquisitions		1,071,750			1,331,804			1,174,468			-			3,578,022
Impairment of intangibles		(428,626	)		(391,759	)		(715,875	)		-			(1,536,260	)
Balance, January 31, 2020 and July 31, 2020	$	12,703,398		$	940,045		$	1,999,040		$	7,783		$	15,650,266
Accumulated Amortization		****			****			****			****			****
Balance, January 31, 2019	$	(214,171	)	$	-		$	(25,674	)	$	(79	)	$	(239,924	)
Amortization expense		(2,228,051	)		(33,295	)		(443,641	)		(729	)		(2,705,716	)
Balance, January 31, 2020		(2,442,222	)		(33,295	)		(469,315	)		(808	)		(2,945,640	)
Amortization expense		(478,309	)		7,285			(257,766	)		(365	)		(729,155	)
Balance, July 31, 2020	$	(2,920,531	)	$	(26,010	)	$	(727,081	)	$	(1,173	)	$	(3,674,795	)
Carrying amount, January 31, 2020	$	10,261,176		$	906,750		$	1,529,725		$	6,975		$	12,704,626
Carrying amount, July 31, 2020	$	9,782,867		$	914,035		$	1,271,959		$	6,610		$	11,975,471

Total amortization expense from intangible assets for the three and six months ended July 31, 2020 was $308,805 and $729,155, respectively (three and six months ended July 31, 2019 - $737,399 and $1,484,535, respectively). Of the total expense, $22,727 was allocated to inventory (2019 - $60,338).

The continuity of goodwill for the six months ended July 31, 2020 and year ended January 31, 2020 is as follows:

		Phantom Farms (Oregon)			Silver State Companies (Nevada)		Megawood Enterprises (Oregon)			Swell Companies (Oregon)			Total
Balance, January 31, 2019	$	-		$	28,541,323	$	689,328		$	-		$	29,230,651
Additions from acquisitions		8,009,248			-		-			13,676,649			21,685,897
Impairment of Goodwill		(8,009,248	)		-		(689,328	)		(13,676,649	)		(22,375,225	)
Balance, January 31, 2020 and July 31, 2020	$	-		$	28,541,323	$	-		$	-		$	28,541,323

As a result of capitalized goodwill, the Company tested each of the cash-generating units ("CGUs") for impairment at July 31, 2020 and January 31, 2020.

At January 31, 2020, the estimated recoverable amount of the Oregon geographic CGU was lower than the segment's carrying value. The Company recognized an impairment loss for the Oregon CGU totaling $22,375,225 of goodwill, and $1,536,260 of intangibles; this loss has been treated as Impairment of goodwill and intangible assets on the Consolidated Statement of Loss and Comprehensive Loss.

p.17
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

****		July 31, 2020		January 31, 2020
Accounts payable	$	1,473,674	$	1,136,955
Accrued liabilities		1,320,797		1,449,286
Interest payable		856,560		902,033
	$	3,651,031	$	3,488,274

LEASE LIABILITIES AND RIGHT-OF-USE ASSETS

Under IFRS 16 - Leases, the Company assesses whether a contract is, or contains, a lease. For contracts that are, or contain, leases, the Company recognizes a right-of-use asset and lease liability at the commencement date. If the contract does not contain a lease, then the contract is classified as a service that is not reported on the statement of financial position.

The Company has identified ten contracts executed by the Company and its wholly owned subsidiaries that are leases as defined under IFRS 16. In analyzing the identified agreements, the Company applied the lessee accounting model pursuant to IFRS 16 and considered all of the facts and circumstances surrounding the inception of the contract (but not future events that are not likely to occur). Lease liabilities were calculated with discount rates ranging from 10-20%.

Based on all the facts and circumstances at the inception of the contract, the Company has determined that all identified agreements contain a lease as defined by IFRS 16, including:

Entity Name/Lessee	Asset	Contains a lease?	Useful life (years)
C21 Investments Inc.	Office Suite	Yes	5
Swell Companies, LTD	Land/Building	Yes	5
Silver State Cultivation LLC	Land/Building	Yes	5
Silver State Relief LLC (Sparks)	Land/Building	Yes	5
Silver State Relief LLC (Fernley)	Land/Building	Yes	5
Megawood Enterprises Inc.	Land/Building	Yes	5
Phantom Distribution, LLC	Land/Building	Yes	5
63353 Bend, LLC	Land/Building	Yes	5
20727-4 Bend, LLC	Land/Building	Yes	5
4964 BFH, LLC	Land/Building	Yes	5

The financial statement effects concerning lease liabilities are as follows:

Maturity Analysis - contractual undiscounted cash flows
Less than one year	$	1,876,119
One to five years		4,684,439
Total undiscounted lease liabilities at July 31, 2020	$	6,560,558
Lease liabilities included in the statement of financial position		****
Current	$	1,209,889
Non-current		3,532,519
Balance, July 31, 2020	$	4,742,408
Amounts recognized in profit or loss		****
Interest on lease liabilities	$	152,109
Total cash outflow for leases	$	886,713
p.18
---
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

LEASE LIABILITIES AND RIGHT-OF-USE ASSETS (continued)

The financial statement effects concerning right-of-use assets are as follows:

Cost
Balance, January 31, 2019	$	7,861,107
Right-of-use additions		3,386,237
Adjustment*		(927,300	)
Disposal**		(4,197,087	)
Balance, January 31, 2020		6,122,957
Right-of-use additions		781,237
Disposal***		(899,398	)
Balance, July 31, 2020	$	6,004,796
Accumulated Amortization
Balance, January 31, 2019	$	(116,496	)
Disposal**		230,685
Amortization expense		(1,576,459	)
Balance, January 31, 2020		(1,462,270	)
Disposal***		554,632
Amortization expense		(797,535	)
Balance, July 31, 2020	$	(1,705,172	)
Carrying Amount, January 31, 2020	$	4,660,688
Carrying Amount, July 31, 2020	$	4,299,624
*During the year ended January 31, 2020, the Company entered into amending lease agreements on six leases resulting in adjustments to ROU assets and lease liabilities of $927,300. The capitalisation rate was lowered on all six leases.
---
**During the year ended January 31, 2020, the Company derecognized ROU assets and lease liabilties of $3,800,000 on acquisition of land and building that was subject to lease. The Company terminated another $397,087 in leases during the same year resulting in decreases in lease liabilities and ROU assets. Accumulated amortization in these lease disposals of $230,685 was adjusted on disposal.
***During the six months ended July 31, 2020, the Company terminated a lease resulting in an adjustment on disposal to lease liabilities of $325,017 and ROU assets cost of $899,398 and accumulated amortization of $554,632. A loss on disposal of $19,749 was recognized representing the excess of the right of use asset above the lease liability.

Total depreciation expense for the three and six months ended July 31, 2020 was $398,346 and $797,535, repsectively (three and six months ended July 31, 2019 - $503,563 and $778,850, respectively). Of the total expense, $525,886 was allocated to inventory (2019 - $60,338).

LONG TERM DEBT

****		Mortgage on building			Equipment and Vehicle loans			Total
Balance, January 31, 2019	$	-		$	-		$	-
Assumed in PPE acquisitions		513,294			186,463			699,757
Payments		(16,910	)		(62,511	)		(79,421	)
Balance, January 31, 2020		496,384			123,952			620,336
Interest		11,099			15,012			26,111
Payments		(21,033	)		(18,177	)		(39,210	)
Balance, July 31, 2020	$	486,450		$	120,791		$	607,241
Current portion	$	24,155		$	104,128		$	128,283
Long-term portion	$	462,295		$	16,663		$	478,958
p.19
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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
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CONVERTIBLE DEBENTURES AND PROMISSORY NOTES

Convertible debentures and convertible promissory notes are compound financial instruments that are accounted for based on their components of financial liability and equity. The financial liability component represents the Company's future obligation to pay coupon interest and principal. The liability component is initially measured at its net present value and subsequently measured at its amortized cost. After the net present value of the financial liability is determined, any residual amount is reported as an equity instrument at the convertible debentures' issuance date.

Transaction costs related to the issuance of convertible notes are apportioned to their respective financial liability and equity components in proportion to the allocation of proceeds as a reduction to the carrying amount of each component.

When valuing the financial liability component of the convertible notes, the Company used specific interest rates assuming no conversion features existed. The resulting liability component is accreted to its face value over the convertible note's term until its maturity date.

The following is the continuity of the Company's convertible debentures issued in Canadian dollars. All below disclosure is denominated in U.S. dollars:

Convertible debentures
****		December 31, 2018			January 30, 2019			Total
****		issuance			issuance
Balance, January 31, 2019	$	3,181,800		$	6,977,853		$	10,159,653
New issuances		265,146			388,486			653,632
Conversions		(1,546,384	)		(2,993,607	)		(4,539,991	)
Interest		322,348			559,398			881,746
Accretion expense		186,664			170,385			357,049
Interest paid - cash		(268,503	)		(452,052	)		(720,555	)
Foreign exchange gain		8,318			67,403			75,721
Balance, January 31, 2020		2,149,389			4,717,866			6,867,255
Interest		112,071			226,150			338,221
Accretion expense		82,320			71,263			153,583
Interest paid - cash		(113,855	)		(236,034	)		(349,889	)
Foreign exchange loss		(21,061	)		(46,188	)		(67,249	)
Balance, July 31, 2020	$	2,208,864		$	4,733,152		$	6,941,921

The following transactions occurred during the year ended January 31, 2020 (nil during the six months ended July 31, 2020):

(a) 359 warrants (2019 - nil) were exercised in connection with the convertible debentures issued on December 31, 2018, resulting in gross proceeds of C$359,000 and of those, 250 warrant debentures (2019 - nil) were converted into common shares of the Company. At January 31, 2020, 2,315 warrants were available to be exercised (2019 - 2,674).

(b) 526 warrants (2019 - nil) were exercised in connection with the convertible debentures issued on January 30, 2019, resulting in gross proceeds of C$526,000 and of those, 487 warrants debentures (2019 - nil) were converted into common shares of the Company. At January 31, 2020, 4,664 warrants were available to be exercised (2019 - 5,190).

p.20
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (continued)

The following is a continuity of the Company's convertible promissory notes denominated in U.S. dollars:

Convertible promissory notes
****		June 13, 2018			January 23, 2019			May 24, 2019		Total
		issuance			issuance			issuance
Balance, January 31, 2019	$	1,670,830		$	175,000		$	-	$	1,845,830
Issued		-			-			1,000,000		1,000,000
Conversion		(660,647	)		-			-		(660,647	)
Interest		48,600			-			69,041		117,641
Accretion expense		77,282			-			-		77,282
Balance, January 31, 2020		1,136,065			175,000			1,069,041		2,380,106
Payment		-			(175,000	)		-		(175,000	)
Interest		24,233			-			49,863		74,096
Accretion expense		40,688			-			-		40,688
Balance, July 31, 2020	$	1,200,986		$	-		$	1,118,904	$	2,319,890

On June 13, 2018, the Company issued a convertible promissory note to the vendor that sold Eco Firma Farms, LLC to the Company in the principal amount of $2,000,000. The convertible note is convertible at a conversion price of $1.00 per share and $0.825 per conversion share dependent upon the vendor. The convertible note accrues interest at a rate of 4% per annum, compounded annually, and is fully due and payable on June 13, 2021, and subsequent to year ended January 31, 2019, one vendor converted their portion of the convertible note to 977,479 common shares. On issuance, the Company determined the conversion feature was a derivative liability. The value of the conversion feature as at July 31, 2020 was $nil (January 31, 2020 - $nil).

On January 23, 2019, the Company issued a convertible promissory note to the vendor that sold Megawood Enterprises, Inc. to the Company in the principal amount of $175,000. The convertible note is convertible into 35,000 common shares of the Company at a conversion price of C$5.00 per conversion share and may be converted at any time between October 24, 2019 and January 24, 2020. On issuance, the Company determined the conversion feature was a derivative liability. The value of the conversion feature as at July 31, 2020 was $nil (January 31, 2020 - $nil). On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares (Note 20).

On May 24, 2019, the Company issued a two year unsecured convertible promissory note to a debtor of Swell Companies in the principal amount of $1,000,000. The convertible note accrues interest at 10% per annum compounded annually and payable at maturity. The holder of the note can accelerate payment to the first anniversary date of the note and therefore this is classified as a current liability. The note is convertible into common shares of the Company at a conversion price of $1.56 per share and may be converted at the maturity date.

p.21
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (continued)

The following is a continuity of the Company's promissory notes denominated in U.S. dollars:

Promissory notes payable
****		January 1, 2019			February 4, 2019			Total
		issuance			issuance
Balance, January 31, 2019	$	30,000,000		$	-		$	30,000,000
Issued		-			290,000			290,000
Payments		(8,800,000	)		(290,000	)		(9,090,000	)
Balance, January 31, 2020		21,200,000			-			21,200,000
Payments		(3,600,000	)		-			(3,600,000	)
Balance, July 31, 2020	$	17,600,000		$	-		$	17,600,000

On January 1, 2019, the Company issued a promissory note to the vendor that sold Silver State to the Company (Sonny Newman) in the principal amount of $30,000,000. The note is payable in the following principal instalments: $3,000,000 on April 1, 2019, $6,000,000 on each of July 1, 2019, October 1, 2019, January 1, 2020, and April 1, 2020, and $3,000,000 on July 1, 2020. The note accrues interest at a rate of 10% per annum. The note is secured by the all of the outstanding membership interests, and a security interest in all of the assets, of Silver State.

On July 1, 2019 the terms of the promissory note payable for the acquisition of Silver State were amended to call for immediate payment of $2,000,000 plus accrued interest on July 1, 2019 followed by payments of $800,000 plus accrued interest on the first of each of August, September, October, November, and December 2019.

Effective November 21, 2019 and June 25, 2020, Mr. Newman and the Company agreed to further amend the terms of the secured promissory note due to Mr. Newman. The December 1, 2019 principal payment of $800,000 was cancelled and the monthly principal payments thereafter were reduced to $600,000 per month. Further, the annual interest rate on the note was reduced from 10% to 9.5%. The remaining balance on the note is due and payable on January 1, 2021. This modification resulted in a gain of $nil. For the three and six months ended July 31, 2020, interest expense was $444,964 and $897,216, respectively (three and six months ended July 31, 2019 - $796,957 and $1,503,806, resectively). Interest paid during the three and six months ended July 31, 2020 was $445,277 and $933,655, respectively (three and six months ended July 31, 2019 - $669,302 and $1,419,302, respectively).

CONSIDERATION PAYABLE

The following table reflects the continuity of consideration payable:

Balance, January 31, 2019	$	1,375,268
Swell Companies acquisition - May 25, 2019 (Note 4)		846,256
Consideration paid-cash		(1,375,268	)
Balance, January 31, 2020 and July 31, 2020	$	846,256
p.22
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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

RECLAMATION OBLIGATION

The Company has recorded a decommissioning provision in connection with estimated reclamation costs on a previously written off property. The obligation is recognized based on the estimated future reclamation costs. The Company had two wells in Alberta which were determined to be uneconomic and costs have been incurred to plug these wells. Reclamation and remediation work is still required to bring the site back to its natural state.

DERIVATIVE LIABILITY

The following reflects the continuity of derivative liability:

Balance, January 31, 2019	$	23,097
On acquisition February 4, 2019		3,748,377
On acquisition May 24, 2019		4,707,370
Fair value adjustment on derivative liabilities		(4,779,693	)
Balance, January 31, 2020		3,699,151
Fair value adjustment on derivative liabilities		(264,802	)
Balance, July 31, 2020	$	3,434,350

Upon the February 4, 2019 acquisition of Phantom Farms the vendors can earn up to 4,500,000 'earn out' shares over a period of seven years. The conditions are based on the Company's common shares exceeding certain share prices during the period. The liability is derived using a Monte Carlo simulation.

Upon the May 24, 2019 acquisition of Swell Companies the vendors can earn up to 6,000,000 'earn out' shares over a period of seven years.The conditions are based on C21 common shares exceeding certain share prices during the period.The liability is derived using a Monte Carlo simulation.

Inputs into the calculation of fair value adjustment are as follows:

****	July 31,	April 30,	January 31,	May 24,	February 4,
	2020	2020	2020	2019	2019
Discount rate	0.26%	0.30%	1.36%	2.50%	2.19%
Expected life in years	5.59	5.84	6.14	7.00	7.00
Expected stock volatility	100%	100%	100%	100%	100%
Expected volatility of foreign exchange	5.29%	5.29%	5.29%	5.29%	5.84%

SHARE CAPITAL AND RESERVES

Share capital consists of one class of fully paid common shares, with no par value. The Company is authorized to issue an unlimited number of common shares. All shares are equally eligible to receive dividends and repayment of capital and represent one vote at the Company's shareholders' meetings.

The following table reflects the continuity of share capital from January 31, 2019 to July 31, 2020:

	Number of Shares		Amount
Balance, January 31, 2019	58,505,255	$	52,923,983
Shares issued - acquisition of Phantom Farms (i)	2,670,000		2,507,138
Shares issued - conversion of promissory note (ii)	977,479		660,647
Shares issued - warrant exercises (iii)	915,545		1,018,748
Shares issued - option exercises (iv)	80,000		77,980
Shares issued - acquisition of Swell (v)	8,281,905		4,927,178
Shares issued - acquisition of EFF building (vi)	3,983,886		4,136,646
Shares issued - partial settlement of EFF share payment note (vii)	368,688		368,688
Shares issued - private placement (viii)	5,589,493		4,895,379
Shares issued - conversion of debentures (ix)	8,016,388		4,539,991
Share issue costs	-		(28,110	)
Balance, January 31, 2020	89,388,639		76,028,268
Shares issued - acquisition of Phantom Farms (x)	7,132,041		2,582,903
Shares issued - Megawood (xi)	95,849		38,415
Balance, July 31, 2020	96,616,529	$	78,649,586
p.23
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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

SHARE CAPITAL AND RESERVES (continued)

(i) On February 4, 2019, the Company issued 2,670,000 shares as consideration for the purchase of Phantom Farms (Note 3).

(ii) On February 7, 2019, the Company issued 977,479 shares to a vendor of EFF upon conversion of a portion of the convertible promissory note payable.

(iii) During the year ended January 31 ,2020, the Company issued 915,545 shares upon the exercise of warrants.

(iv) During the year ended January 31, 2020, the Company issued 80,000 shares upon the exercise of stock options.

(v) On May 24 and December 27, 2019, the Company issued 1,266,667 shares and 7,015,238 shares, respectively, as consideration for the purchase of Swell Companies (Note 4).

(vi) On May 10, 2019, the Company issued 3,983,886 shares as consideration for the purchase of the building and land that EFF was previously leasing.

(vii) On June 12, 2019 the Company issued 368,688 shares to a vendor of EFF for a partial payment of the share payment note.

(viii) On May 28, 2019, the Company completed a non-brokered private placement financing of 5,589,493 shares at C$1.38, for total gross proceeds of C$7,713,500. Each unit is comprised of one common share of the Company and one half of one common share purchase warrant. Each warrant is exercisable for one additional common share of the Company at an exercise price of C$1.83 per warrant for a period of one year.

(ix) During the year ended January 31, 2020 the Company issued 8,016,389 shares upon the conversion of debentures.

(x) On February 19, 2020, the Company completed the restructuring of the purchase of Phantom Farms, including SDP. The restructuring terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,041 shares of C21 with a fair value of $2,582,903.

(xi) On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares with a fair value of $38,415 (Note 17).

Commitment to issue shares

The Company issued a promissory note payable to deliver 2,142,000 shares to the vendors of EFF in the amount of $1,905,635, without interest, any time after October 15, 2018. As at July 31, 2020 shares issued pursuant to this commitment total 676,193 shares.

The Company committed to issue 424,688 shares valued at $424,688 to the vendors of Swell Companies on October 24, 2020.

p.24
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

SHARE CAPITAL AND RESERVES (continued)

Warrants

The following summarizes the Company's warrant activity:

Warrants outstanding
	Warrants outstanding		Weighted average exercise price <br>- C$ -	Weighted average remaining life (years)
Balance January 31, 2019	5,154,045		2.05	0.86
Issued - Phantom Farms (Note 3)	1,700,000		1.50	-
Issued - Swell Companies (Note 4)	1,200,000		1.50	-
Issued - Private Placement (xvii)	2,794,748		1.83	-
Exercised	(915,045	)	1.06	-
Expired	(4,239,000	)	2.27	-
Balance, January 31, 2020	5,694,748		1.66	0.74
Balance, July 31, 2020	5,694,748		1.66	1.61

As at July 31, 2020, the following warrants were outstanding and exercisable:

Expiry Date	Exercise Price <br>- C$ -	Number of Warrants
February 5, 2021	1.50	1,700,000
May 23, 2021	1.50	1,200,000
May 29, 2021	1.83	2,794,748
		5,694,748

On May 28, 2020, the Company extended the expiry date of the C$1.83 warrants due to expire on May 29, 2020 to expire on May 29, 2021, all other terms remain the same.

Stock options

The Company is authorized to grant options to executive officers and directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option equals the market price of the Company's shares as calculated on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors.

The Company adopted a Restricted Stock Unit plan (the "Plan") on July 17, 2018 but has not issued any units under the Plan. The Plan allows for up to 750,000 total units to be issued, adjustable upon approval by the compensation committee, but not to exceed 10% of common shares outstanding.

On February 6, 2019, the Company granted incentive stock options to purchase an aggregate of 710,000 common shares of the Company at an exercise price of C$1.11 vesting over a 1-year period, expiring at close of business on February 5, 2022. Value at grant date determined with the following assumptions: life of 3 years, volatility of 100%, risk free rate of return 1.82%, dividend yield of 0%, and forfeiture rate of 0%.

On October 10, 2019, the Company granted incentive stock options to purchase an aggregate of 1,020,000 common shares at exercise prices of C$1.00, C$1.11 and C$1.38 vesting over a 1-year period, expiring after 3 and 5 year periods. Value at grant date determined with the following assumptions: life of 3 or 5 years, volatility of 100%, risk free rate of return 1.48%, dividend yield of 0%, and forfeiture rate of 0%.

p.25
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
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SHARE CAPITAL AND RESERVES (continued)

On January 24, 2020, the Company granted incentive stock options to purchase an aggregate of 100,000 common shares at an exercise prices of C$0.80 vesting over a 1-year period, expiring at close of business January 24, 2023.Value at grant date determined with the following assumptions: life of 3 years, volatility of 100%, risk free rate of return 1.46%, dividend yield of 0%, and forfeiture rate of 0%.

During the six months ended July 31, 2020, nil (2019 - 80,000) options were exercised for proceeds of $nil (2019 - $38,952).

Details of the Company's stock option activity are as follows:

Options outstanding and exercisable
****	Options outstanding and exercisable		Weighted average exercise price <br>- C$ -	Weighted average remaining life (years)
Balance January 31, 2019	2,520,000		2.41	2.30
Granted	1,830,000		1.14	-
Exercised	(80,000	)	0.65	-
Expired/Cancelled	(1,015,000	)	2.28	-
Balance, January 31, 2020	3,255,000		1.78	2.18
Cancelled	(20,000	)	1.38	-
Balance July 31, 2020	3,235,000		1.78	1.93

As at July 31, 2020, the following stock options were outstanding and exercisable:

Expiry Date	Exercise Price- C$ -	July 31, 2020 Outstanding	July 31, 2020 Exerciseable
October 15, 2020	0.65	325,000	325,000
June 25, 2021	2.80	1,350,000	1,350,000
February 5, 2022	1.11	460,000	460,000
October 9, 2022	1.38	500,000	250,000
January 24, 2023	0.80	100,000	50,000
October 9, 2024	1.00	500,000	250,000
		3,235,000	2,685,000
p.26
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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
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GENERAL AND ADMINISTRATIVE EXPENSE

General and administration expenses for the six months ended July 31, 2020 and 2019 were comprised of the following:

****	Three months ended July 31,		Six months ended July 31,
	2020	2019	2020	2019
	-$-	--	-$-	-$-
Salaries and wages	635,430	1,389,608	1,427,242	2,670,825
Professional Fees and consulting	6,313	297,140	295,066	474,775
Accounting and legal	149,992	282,078	279,447	485,885
Travel and entertainment	27,277	170,790	63,971	289,267
Foreign exchange	2,112	(13,590	2,112	11,575
License fees, taxes and insurance	560,450	495,742	889,676	880,625
Office Facilities and administrative	127,654	197,414	247,278	368,126
Other	83,342	114,364	154,307	249,567
	1,592,570	2,933,546	3,359,099	5,430,645

All values are in US Dollars.

SEGMENTED INFORMATION

The Company defines its major geographic operating segments as Oregon and Nevada. Due to the jurisdictional cannabis compliance issues ever-present in the industry, each state operation is by nature operationally segmented.

Key decision makers primarily review revenue, cost of sales expense, and gross margin as the primary indicators of segment performance. As the Company continues to expand via acquisition, the segmented information will expand based on management's agreed upon allocation of costs beyond gross margin.

Segmented operational activity and balances are as follows:

July 31, 2020		Oregon			Nevada			Corporate			Consolidated
Total revenue	$	1,851,387		$	15,660,716		$	-		$	17,512,103
Gross profit (loss)		(210,377	)		7,452,782			-			7,242,405
Operating expenses:
General and administration		(417,557	)		(1,655,036	)		(1,286,506	)		(3,359,099	)
Sales, marketing, and promotion		(16,680	)		(87,328	)		(1,858	)		(105,866	)
Depreciation and amortization		(185,242	)		(864,502	)		(46,250	)		(1,095,994	)
Share based compensation		-			-			(62,801	)		(62,801	)
Restructuring		(1,546,788	)		-			-			(1,546,788	)
Interest, accretion, and other		(17,605	)		(17,116	)		(1,254,672	)		(1,289,393	)
Net profit (loss) before taxes	$	(2,394,249	)	$	4,828,800		$	(2,652,087	)	$	(217,536	)
Assets	$	9,991,217		$	48,619,859		$	1,862,417		$	60,473,493
Liabilities	$	2,823,375		$	4,894,907		$	37,822,648		$	45,540,930
p.27
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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

SEGMENTED INFORMATION (continued)

July 31, 2019		Oregon			Nevada			Corporate			Consolidated
Total revenue	$	2,234,601		$	15,381,714		$	-		$	17,616,315
Gross profit (loss)		(705,687	)		6,582,099			-			5,876,412
Operating expenses		(886,297	)		(3,478,665	)		(4,044,415	)		(8,409,377	)
Other losses		(11,137	)		(34,679	)		(2,343,567	)		(2,389,383	)
Net profit (loss) before taxes	$	(1,603,121	)	$	3,068,755		$	(6,387,982	)	$	(4,922,348	)
Assets	$	19,145,504		$	51,901,481		$	23,782,956		$	94,829,941
Liabilities	$	4,538,611		$	5,610,770		$	49,105,532		$	59,254,913

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Non-cash transactions during the six months ended July 31, 2020

There were interest payments of $1,283,544.
No income taxes were paid.
The Company issued 7,132,041 common shares valued at $2,582,903 to complete the restructuring of the purchase of Phantom Farms, including SDP.
The Company issued 95,849 common shares value at $38,415 as partial repayment of the $175,000 convertible promissory note related to the Megawood acquisition.

Non-cash transactions during the six months ended July 31, 2019

There were interest payments of $1,419,302.
No income taxes paid were paid.
The Company issued 2,670,000 common shares valued at $2,501,827 for the acquisition of Phantom Farms.
The Company issued 1,266,667 common shares valued at $1,130,363 for the acquisition of Swell Companies.
The Company issued 3,983,886 common shares valued at $4,156,866 for the purchase of a building. The Company issued 7,878,889 common shares valued at $4,404,226 upon the conversion of debentures.
The Company issued 977,479 common shares valued at $719,175 upon the conversion of a portion of convertible promissory note.

TAXATION

The Company reconciles the expected tax expense at the U.S. statutory tax rate of 21% to the amount recognized in the statement of loss and comprehensive loss.

Since the Company operates in the United States cannabis industry, the Company is subject to U.S. Internal Revenue Code section 280E for U.S. federal income tax purposes; and therefore, is subject to the disallowance of ordinary and necessary business deductions for income tax purposes pursuant to section 280E. Consequently, the Company is only allowed to deduct 1) direct production costs and indirect production costs incident to and necessary for production and 2) costs incurred to purchase goods that are resold, including transportation or other necessary charges incurred in acquiring possession of the goods. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC section 280E. However, the State of Oregon does not conform to IRC section 280E and thus the Company deducts all operating expenses on its Oregon corporate tax return.

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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

TAXATION (continued)

Additionally, the State of Nevada does not assess income tax and therefore no income tax provision for Nevada has been calculated.

FINANCIAL RISK MANAGEMENT

Capital Management

The Company's objectives when managing its capital are to ensure there are sufficient capital resources to continue operating as a going concern and maintain the Company's ability to ensure sufficient levels of funding to support its ongoing operations and development. The purpose of these objectives is to provide continued returns and benefits to the Company's shareholders. The Company's capital structure includes items classified in debt and shareholders' equity.

The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business considering changes in economic conditions and the risk characteristics of the Company's underlying assets.

At July 31, 2020, the Company is not subject to externally imposed capital requirements, with the exception of restricted cash posted as a deposit.

Fair value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - Inputs that are not based on observable market data.

The following table shows the carrying amounts of financial assets and financial liabilities by category:

****		July 31, 2020		January 31, 2020
Financial assets at amortized cost^(1)^	$	3,031,311	$	3,565,721
Financial liabilities at amortized cost^(^^2^^)^	$	31,966,339	$	35,402,227
Financial liabilities at fair value through profit or loss^(^^3^^)^	$	3,434,350	$	3,699,152

(1) Includes cash, restricted cash and receivables

(2) Includes accounts payable and accrued liabilities, promissory note, convertible promissory note, convertible debtentures, consideration payable, and debt

(3) Includes derivative liability

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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

RELATED PARTY TRANSACTIONS

Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at July 31, 2020 and January 31, 2020:

****		July 31, 2020		January 31, 2020
Due to the President and CEO	$	17,816,286	$	21,713,910
Due to directors and officers of the Company		1,521		1,476
Due to the CFO of the Company		1,124		64
	$	17,818,931	$	21,715,450

The Company had the following transactions with related parties during the three and six months ended July 31, 2020 and 2019:

****	Three months ended July 31,		Six months ended July 31,
	2020	2019	2020	2019
	-$-	-$-	-$-	-$-
Consulting fees paid to a director	-	38,310	-	76,620
Amounts paid to CEO or companies controlled by CEO	2,555,277	-	5,337,199	-
Salary paid to directors and officers	122,974	355,188	232,054	723,622
Note and interest payments to significant shareholder	-	2,662,877	-	6,412,877
Rents Paid to Significant Shareholder	-	300,000	-	593,000
Convertible debenture interest paid to directors and officers	8,879	-	8,879	8,949
	2,687,130	3,356,375	5,578,132	7,806,119

On February 4, 2019, the Company acquired Phantom Farms, of which, a Director of the Company is a principal owner, the Company paid $10,539,260 (Note 3). A second agreement signed contemporaneously involving the real estate of Phantom Farms was entered into the by the Company, this agreement was restructured as at February 12, 2020 with the payment by the Company of 7,132,041 common shares (Note 20).

On February 6, 2019, a director was granted a total of 190,000 stock options to purchase common shares exercisable on or before February 5, 2022, at an exercise price of C$1.11 per share. In connection to these options, the Company recorded a share-based compensation expense of C$126,113.

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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and six months ended July 31, 2020 and 2019<br>(Expressed in U.S. dollars) - Unaudited
---

SUBSEQUENT EVENTS

Biological assets

The Phantom Farms outdoor crop and certain other equipment were damaged by the Southern Oregon wildfires in September 2020. While the property was protected by a fire break, the plants experienced extreme heat and smoke damage. While the harvest will produce no saleable cannabis as flower, we expect to capture value through extraction of the biomass, the value of which is undetermined at this time. The biological assets were valued at $288,446 as at July 31, 2020. The Company may recognize any loss related to the damaged crop during the three months ended October 31, 2020.

SUBSEQUENT EVENTS (continued)

Convertible debentures

A total of C$401,000 in principal of the December 31, 2018 convertible debentures were converted into 501,250 common shares of the Company. The remaining balance outstanding is C$2,680,000.

A total of C$507,000 in principal of the January 30, 2019 convertible debentures were converted into 633,750 common shares of the Company. The remaining balance outstanding is C$5,690,000.

Stock options

On August 17, 2020, the Company issued 3,905,000 stock options. Each stock option entitles the holder to purchase one common share of the Company at $0.70 per common share. The options vest over a two year period and expire on August 17, 2023.

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C21 Investments Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

C21 INVESTMENTS INC.

Management's Discussion and Analysis<br><br> <br>For the three and six months ended July 31, 2020<br><br> <br>(Expressed in U.S. Dollars)

GENERAL

This Management's Discussion and Analysis ("MDA") is prepared as of September 24, 2020, and covers the operations of C21 Investments Inc. ("C21" or the "Company" or "we") and its wholly owned subsidiaries for the three and six months ended July 31, 2020. This MDA should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements and accompanying notes for the three and six months ended July 31, 2020. The Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). Financial information presented in this MDA is presented in United States dollars ("$" or "US$"), unless otherwise indicated.

C21 is publicly listed on the Canadian Securities Exchange ("CSE") under the symbol CXXI and on the OTCQB under the Symbol CXXIF.

Continuous disclosure and additional information is available on the Company website at www.cxxi.ca or on SEDAR at www.sedar.com

FORWARD LOOKING STATEMENTS

This Management's Discussion and Analysis includes "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws. All information, other than statements of historical facts, included in this MDA that addresses activities, events or developments that the Company expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information includes, among other things, information regarding: statements relating to the business and future activities of, and developments related to, the Company, including such things as the impact of the COVID-19 pandemic with reductions of operating (including marketing) and capital expenses and revenues, future business strategy, competitive strengths, goals, expansion and growth of the Company's business, operations and plans, including information concerning the completion and timing of the completion of contemplated acquisitions, expectations whether such proposed transactions will be consummated on the current terms or otherwise and contemplated timing, expectations and effects of such proposed transactions, including the potential number and location of cultivation and production facilities and dispensaries or licenses therefor to be acquired and markets to be entered into by the Company as a result of completing such proposed acquisitions, expectations regarding the markets to be entered into by the Company as a result of completing such proposed acquisitions, such as the growth to be experienced by such new markets, the ability of the Company to successfully achieve its business objectives as a result of completing such proposed acquisitions, estimates of future cultivation, manufacturing and extraction capacity, expectations as to the development and distribution of the Company's brands and products, the expansion into additional U.S. and international markets, any potential future legalization of adult-use and/or medical cannabis under U.S. federal law, expectations of market size and growth in the United States and the states in which the Company operates or contemplates future operations and the effect such growth will have on the Company's financial performance, expectations for other economic, business, regulatory and/or competitive factors related to the Company 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 based on reasonable assumptions, estimates, analysis and opinions of management of the Company at the time they were provided or made in light of their experience and their 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 Company, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements.

p. 2

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; 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 Company; 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; favorable production levels and costs from the Company'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 Company's operations; and the Company's ability to conduct operations in a safe, efficient and effective manner; expectations regarding the Company's consolidation, integration and optimization of its Oregon assets; the ability of the Company to restructure and service its secured debt; the availability of securitized debt financing on terms acceptable to the Company, or at all; and the ability of the Company's operations to perform and continue in the ordinary course in light of the COVID-19 pandemic. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks, 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 information and statements. Many assumptions are based on factors and events that are not within the control of the Company 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 Company 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 U.S. regulatory landscape and enforcement related to cannabis, including governmental and environmental regulation, public opinion and perception of the cannabis industry, risks related to the ability to consummate the proposed acquisitions on the proposed terms and the ability to obtain requisite regulatory approvals and third party consents and the satisfaction of other conditions, risks related to reliance on third party service providers, the limited operating history of the Company, risks inherent in an agricultural business, risks related to proprietary intellectual property, risks relating to financing activities, risks relating to the management of growth, increasing competition in the industry, risks associated to cannabis products manufactured for human consumption including potential product recalls, reliance on key inputs, suppliers and skilled labor (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, risk of litigation and conflicts of interest, and the difficulty of enforcement of judgments and effect service outside of Canada, risks related to future acquisitions or dispositions, limited research and data relating to cannabis, risks and uncertainties related to the impact of the COVID-19 pandemic and the impact it may have on the global economy and retail sector, particularly the cannabis retail sector in the states in which the Company operates, risks and uncertainties relating to the Company's President and CEO, Sonny Newman, being the Company's major lender holding security over the Company's principal operating assets in Nevada, as well as those risk factors discussed elsewhere herein, including under "Risk Factors".

Although the Company 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.

p. 3

While the Company may elect to update such forward-looking information and statements at a future time, it assumes no obligation for doing so except to the extent required by applicable law.

The forward-looking statements or information contained in this Management's Discussion and Analysis are made as of July 31, 2020 and September 24, 2020.

UNITED STATES LEGAL CANNABIS INDUSTRY

The Company operates in the cannabis industry and its operations are located in the United States. Cannabis operations are regulated at the state level. While the Company's operations are legal in the states in which it operates, on a Federal level in the United States, cannabis is not legal. Please refer to the Company's MDA for the years ended January 31, 2020 and 2019 for detailed disclosure in this regard.

COVID-19 GLOBAL PANDEMIC

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. While the ultimate severity of the outbreak and its impact on the economic environment is uncertain, the Company is monitoring this closely. The Company's priority during the COVID-19 pandemic is the protection and safety of its employees and customers and it is following the recommended guidelines of applicable government and health authorities. Despite being deemed as an essential retailer in its core markets, the Company has experienced a negative impact on sales in certain markets.

Certain markets, such as Nevada, experienced a greater impact on sales due to reduced foot traffic at certain locations. Other markets, such as Oregon, have not been significantly impacted by COVID-19. To date, the Company has modified store operations in certain locations, with an increased focus on direct-to-consumer delivery and enabling a curbside pickup option for its customers.

The Company takes all reasonable steps to ensure staff are appropriately informed and trained to promote a culture of health, safety, and continuous improvement, especially during these difficult times for public health and safety due to the COVID-19 pandemic. Wherever possible, the Company will continue to adopt generally accepted health and safety best practices from non-cannabis-related industries and follows all health and safety guidelines issued by the United States Centers for Disease Control and all orders from relevant provincial, state and local jurisdictions and authorities.

DESCRIPTION OF BUSINESS

The Company is a vertically integrated cannabis company that cultivates, processes, distributes and sells 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, leveraging industry-leading retail revenues together with high-growth potential, multi-market branded consumer packaged goods ("CPG").

Between January 2018 and May 2019, C21 acquired five US-based cannabis businesses, one in Nevada and four in Oregon. Our branded CPGs include Phantom Farms and Hood Oil, both produced in-house in both Nevada and Oregon. Due to the state by state regulations of the legal US cannabis industry, there is no ability to move cannabis product across state borders, therefore production in one state must be sold in that same state.

p. 4

NEVADA

The Company acquired Silver State Relief and Silver State Cultivation on January 1, 2019. The Nevada business operates in Sparks and Fernley, Nevada, and is the flagship operation of C21.

The Silver State Relief dispensary in Sparks, Nevada was the first dispensary in Nevada and opened in July 2015 selling medical cannabis. In July 2017, the sale of recreational cannabis commenced, and in January 2019 a second dispensary location was opened in Fernley, Nevada.

Silver State operates indoor cultivation and processing which produces our own retail products for sale in our two dispensaries. We lease 100,000 sq ft in a warehouse separate from the dispensaries, this lease includes an option to buy the whole 158,000 sq ft warehouse.

Construction of the indoor grow rooms commenced in 2015 with an initial 7 grow rooms. Today there is 17 grow rooms producing approximately 5,100 pounds of flower (2,700 pounds) and trim (2,400 pounds).

Almost all this production is sold through the two Silver State dispensaries. Excess production is sold into the wholesale market. Wholesale sales amounted to $1.2m in sales during the year ended January 31, 2020.

Hood Oil and Phantom Farms brands are two of the brands purchased via the Oregon acquisitions by the Company. Commencing in the second half of 2019, we started to manufacture and package these branded products at Silver State. These brands now make up two of the three largest selling brands in our dispensaries.

Silver State had total sales of $32.2m during the year ended January 31,2020.

OREGON

After the completion of the fourth Oregon acquisition in May 2019, we began to restructure and reorganize the Oregon operations, which are now centralized in the Phantom Farms facilities in Southern Oregon. We operate indoor, outdoor and greenhouse cultivation and processing from our base in Bend, Oregon. We sell wholesale products to over 40 dispensaries in Oregon.

In Southern Oregon, Phantom operates outdoor and greenhouse active canopy totaling 80,000 square feet. We also operate a 7,700 square foot grow facility with three grow rooms. Phantom operates a 5,600 square foot facility which includes an extraction laboratory and a wholesale distribution warehouse.

The three other Oregon locations are all under third-party management pursuant to management agreements which commenced June 15, 2020 whereby the management company has assumed all leasehold liabilities and costs at the facilities. We are currently negotiating with the third-party managers to sell them the assets at each location including the cannabis licenses.

p. 5

CURRENT OUTLOOK

In the current phase of C21's acquisition plan, the Company is focused primarily on improving and expanding its retail footprint in Nevada and continuing to integrate and optimize its Oregon assets. The Company may also entertain strategic opportunities in other jurisdictions, as such opportunities may arise.

Nevada

Our two dispensaries, the 8,000-square foot retail dispensary in Sparks and the 6,000-square foot dispensary located in Fernley, collectively serviced a total of more than 134,000 recreational and medical cannabis customers during the three months ended July 31, 2020, with over 700 SKUs in each store.

Consistent quality, market-leading pricing, and superior customer service translate to industry-leading sales per square foot ($3,115/sq. ft. during Q2 2021). Likewise, because of its substantial purchasing leverage, Silver State consistently offers customers among the lowest prices within the state.

The Sparks dispensary captured 23% of Washoe County, Nevada sales during the six months ended June 30, 2020 (the latest available data). The two dispensaries captured 5% of Nevada cannabis sales during the same period.

Nevada Dispensary Statistics

The table below highlights two metrics for dispensary performance, the average dollars spent by customers in our stores ($/transaction) and the average sales per day.

Review of the historical $/transaction in the table shows the effects of the pandemic restrictions. In the last fiscal year, the dispensaries averaged just under $50/transaction.

With the delivery only pandemic restrictions starting in mid-March, spending shot up over $150/transaction on some days. Customers were increasing their spend due to uncertainty of supply. As customers became more comfortable with the restrictions this number has fallen somewhat.

Currently, delivery and curbside pick-up account for about 25% of sales.

p. 6

Despite the ongoing pandemic and COVID-19 business disruptions, our Q1 2021 Nevada dispensary revenues were approximately 88% of Q4 2020 levels and 98% of Q1 2020. Our Q1 2020 results included 6 weeks of the pandemic 'delivery only' restrictions.

Our Q2 2021 started on May 1, 2020, a week before the COVID-19 restrictions were partially lifted. In the three months ended July 31, 2020, the Silver State dispensaries set a retail revenue record for a quarter and averaged over $63 per transaction.

In June 2020 and then again in July 2020, the dispensaries experienced record run rates, with July 2020 generating an average $98,500 in revenue per day.

On March 17, 2020 Nevada State Governor, Steve Sisolak announced the closure of all non-essential business starting at noon on March 18, 2020 for 30 days as part of the state's response to curb the threat of the spread of COVID-19. Cannabis dispensaries were allowed to sell their products by delivery only.

This shutdown was extended until June 1, 2020. However, on April 30, 2020 all retail cannabis dispensaries in Nevada were allowed to offer online ordering with curbside pick-up in addition to delivery.

On May 7, 2020, as part of the state of Nevada's COVID-19 reopening plan, all dispensaries were allowed to reopen to the general public at significantly reduced number of customers allowed in the facility at the same time. All dispensaries are allowed to have a maximum of 50% of the dispensary location's fire rated occupancy level or 10 customers, whichever is less.

The Company anticipates that the ongoing COVID-19 pandemic will continue to pose a potential material impact on its business in fiscal 2021 from reduction in tourism in Washoe County, the continued reduction in allowed customer traffic and potential additional business closures or shutdowns.

Oregon

In Oregon, our restructured and reorganized business relocated its operations to Bend, Oregon during Q1 2021. The Company has a total cultivation capacity of approximately 5,100 lbs of cannabis which produces "A" grade Phantom flower and extracts the remainder of its biomass in its Bend, Oregon CO2 extraction facility.

Our Q1 2021 and Q2 2021 Oregon wholesale revenues were $852,000 and $818,000, respectively. The operations produced positive EBITDA in Q2 2021. We will continue to optimize the Oregon business.

p. 7

FYE 2021 Key Developments

August 18, 2020: existing Board member Bruce Macdonald is announced as non- Executive Chairman of the Board.

Mr. Macdonald brings a wealth of experience to the role as Chair, having spent 38 years with RBC Capital Markets, including COO of RBC Capital Markets and President of RBC Dominion Securities. In addition to his role with C21, Mr. Macdonald also serves as Chair of the Canadian Capital Markets Association, and Chair of The Canadian Depository for Securities Limited. Mr. Macdonald is certified by the Institute of Corporate Directors.

August 18, 2020: Announced grant of 3.9 million options to certain directors officers and employees, including 1 million options to President and CEO, Sonny Newman.

August 4, 2020: Achieved record retail sales in Nevada for Q2 2021 including the first month over $3m in sales at our Nevada dispensaries. Retail daily run rate in July 2020 of $98.5k beat the previous monthly record of $96.5k set in June 2020.

June 29, 2020: C21 announced agreement with President and CEO Sonny Newman on three key issues:

Mr. Newman agreed to extend his term as CEO for an additional 3 years. Mr. Newman stated: "I am pleased to commit the next three years to pursuing a prudent growth strategy for C21. With the continued assistance of the Company's strategic advisors, CB1 Capital Advisors and Eight Capital, we are optimistic C21 will soon secure a favorable, non-dilutive debt financing arrangement. This financing would allow the Company to meet its current debt obligations, provide growth capital to fund acquisitions in Nevada, and be serviceable with existing cash flows."
Maturity of the outstanding principal balance of the note totaling $16.4m (current balance at September 24, 2020) was deferred until January 1, 2021. Monthly payments continue at $0.6m per month, plus interest.
Extension of the building lease on the Fernley, Nevada dispensary to July 31, 2023 (previous end date was July 1, 2020) on the existing terms and conditions, including the Company's option to purchase the leased premises.

May 27, 2020: Extended the time period for exercise of 2.79 million warrants at a price of C$1.83 by one year to May 28, 2021

May 7, 2020: Pandemic restrictions in Nevada amended to allow in-store sales, but with a limited number of customers allowed in the store at one time.

March 18, 2020: Pandemic restrictions go in place that restrict Nevada dispensaries to delivery only sales.

February 28, 2020: Completed the restructuring of the purchase of Megawood Enterprises (the 'Pure Green' dispensary), with the payment of $130,000 and issuance of 95,849 common shares at a deemed price of C$0.6225/share.

February 19, 2020: Completed the restructuring of the purchase of Phantom Farms related interests, including real estate from SDP Development Group, LLC.

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FINANCIAL REVIEW

Summary derived from the Interim Condensed Consolidated Financial Statements

PROFIT AND LOSS		3 months ended July 31,						6 months ended July 31,
		2021			2020			2021			2020
Revenue	$	9,366,279		$	9,859,293		$	17,512,103		$	17,616,315
Inventory expensed to cost of sales		4,608,611			5,488,350			9,845,865			9,928,221
Net FV adjustments		752,779			1,358,746			423,833			1,811,682
Gross profit		4,004,889			3,012,197			7,242,405			5,876,412
Expenses
General and administration		1,592,570			2,933,546			3,359,099			5,430,645
Sales, marketing, and promotion		31,003			429,108			105,866			797,446
Depreciation and amortization		607,042			889,470			1,095,994			1,936,021
Share based compensation		27,051			60,685			62,801			245,265
Total expenses		2,257,666			4,312,809			4,623,760			8,409,377
					(1,300,612	)					(2,532,965	)
Income (loss) from operations		1,747,223						2,618,645
Other items
Interest expense		(610,394	)		(752,189	)		(1,387,614	)		(1,503,806	)
Accretion expense		(99,552	)		(332,644	)		(194,271	)		(756,699	)
Transaction costs		-			(192,703	)		-			(309,060	)
Other Income (loss)		9,688			69,188			27,690			208,194
Restructuring		(65,228	)		-			(1,546,788	)		-
Change in fair value of derivative liabilities		-			330,440			264,802			(28,012	)
Income (loss) before income taxes		981,737			(2,178,520	)		(217,536	)		(4,922,348	)
Current income tax expense		(1,019,920	)		(786,342	)		(1,609,910	)		(1,169,507	)
Net loss	$	(38,183	)	$	(2,964,862	)	$	(1,827,446	)	$	(6,091,855	)
Other comprehensive income
Cumulative translation adjustment		366,864			(373,605	)		496,336			(435,275	)
Income (loss) and comprehensive loss for the period		328,681			(3,338,467	)		(1,331,110	)		(6,527,130	)

During Q2 2021, revenues increased versus Q1 2021 sequentially primarily due to improving conditions after the effects of the COVID-19 pandemic on the Q1 2021 business results.

Nevada dispensary revenues hit several records in Q2 2021 including record quarterly sales of $8.5m, up from pandemic affected sales of $6.9m in Q1 2021. Prior year Q2 2020 Nevada dispensary revenue was $7.8m, a year over year growth rate of 9.1%.

Oregon current YTD 2021 sales of $1.85m, down from prior YTD 2020 of $2.23m, current Oregon YTD 2021 gross profit was a loss of $210k versus prior YTD 2020 gross profit was a loss of $706k.

p. 9

Expenses

General and administration, and Sales, marketing and promotion are discussed below in 'Overhead Costs' section.

Depreciation and amortization includes provisions for fixed assets, intangibles and amortization of right-of-use assets (leases of buildings, warehouses and offices). The total depreciation and amortization during YTD 2021 is $1,790,311, of which $1,095,994 is included in expenses, with the remainder of $694,317 included in Inventory and therefore is included as part of 'Inventory expensed to cost of Sales'.

Share based compensation is a non-cash item and reflects the issuance of stock options to employees and officers and directors.

Other comprehensive income (loss), specifically the cumulative translation adjustment, comes about in IFRS when translating the balances between the parent company (investments made in C$) and the US subsidiaries (US$). These foreign exchange gains or losses at each reporting date result from translation of the C$ amounts to US$ (which is our reporting currency).

Overhead Costs

Selling, general & administration
000' s		Q2 2021		Q1		Q4 2020		Q3		Q2		Q1
Salaries and wages	$	635	$	792	$	1,006	$	1,025	$	1,390	$	1,281
Accounting/legal/consulting		156		418		410		150		579		381
Travel and entertainment		27		37		71		70		171		118
License fees, taxes and insurance		560		329		428		452		496		385
Office facilities, administrative		128		120		56		127		197		171
Sales, marketing and promotion		31		75		111		213		429		368
Other		85		71		84		175		101		160
	$	1,624	$	1,841	$	2,166	$	2,212	$	3,363	$	2,865

Some figures have been reclassified to reflect current presentation. The total costs remain unchanged.

Overhead costs have dropped significantly through the restructure and reorganization of Oregon and Corporate in the last 12 months. Largest savings can be seen in salaries and wages, sales marketing and promotion, and travel and entertainment.

In the last four quarters total selling, general and administration costs have decreased from a peak of $3,363,000 in Q2 2020 to $1,624,000 in the current quarter, more than a 50% reduction in 12 months.

The savings are a result of a centralizing our Oregon operations in one location and secondly, streamlining corporate overhead.

Our current head count of part- and full-time employees is 99 FTE's in Nevada, Oregon and Canada.

p. 10

SUMMARY OF QUARTERLY RESULTS

The following table presents selected financial information for the most recently prepared quarters:

SUMMARY OF QUARTERLY RESULTS
		31-Jul-20			30-Apr-20			31-Jan-20			31-Oct-19
Total assets	$	60,473,493		$	59,453,124		$	61,450,085		$	88,350,852
Working capital (deficiency)	$	(27,404,766	)	$	(27,125,130	)	$	(26,954,549	)	$	(22,183,831	)
Shareholders' equity (deficiency)	$	14,932,563		$	14,339,866		$	13,579,554		$	30,770,235
Revenue	$	9,366,279		$	8,145,824		$	9,512,225		$	10,576,555
Net income (loss)	$	(38,183	)	$	(1,789,263	)	$	(21,307,833	)	$	(5,155,945	)
Net income (loss) per share		(0.00	)		(0.25	)		(0.25	)		(0.06	)
		31-Jul-19			30-Apr-19			31-Jan-19			31-Oct-18
Total assets	$	94,829,941		$	82,283,665		$	77,433,026		$	28,195,344
Working capital (deficiency)	$	(14,712,253	)	$	(26,925,929	)	$	(13,316,122	)	$	16,198,947
Shareholders' equity (deficiency)	$	35,575,028		$	(40,513,179	)	$	21,086,613		$	21,809,710
Revenue	$	9,859,293		$	7,757,022		$	2,178,233		$	301,243
Net income (loss)	$	(2,964,862	)	$	(3,126,993	)	$	(11,632,816	)	$	(3,479,106	)
Net income (loss) per share		(0.04	)		(0.05	)		(0.38	)		(0.19	)

The Company's limited operating history within the cannabis industry is the primary driver for the large fluctuation of operational results quarter over quarter of the prior years.

Cannabis operations commenced on June 13, 2018 with the completion of C21's acquisition of EFF. Prior to this date, the company was inactive operationally as management prepared for its new focus on cannabis and listing on the CSE.

p. 11

ADJUSTED EBITDA

ADJUSTED EBITDA
	Three months ended July 31				Six months ended July 31
	2020		2019		2020		2019
Income (loss) from operations	1,747,223		(1,300,612	)	2,618,645		(2,532,965	)
Net impact, fair value on biological assets	752,779		1,358,746		423,833		1,811,682
Depreciation and amortization	607,042		889,470		1,095,994		1,936,021
Share based compensation	27,051		60,685		62,801		245,265
Less: rent classified as lease amortization,<br>included in depreciation and amortization	(130,940	)	(108,250	)	(271,790	)	(216,500	)
Adjusted EBITDA	3,003,155		900,039		3,929,483		1,243,503

The 12-month improvement in EBITDA is evidence of our drive for more efficient and focused operations in Oregon and Corporate, and the growth of our Nevada operations.

Nevada dispensaries record revenues plus Oregon now producing positive EBITDA have C21 well positioned.

Cost reductions in the last 12 months are highlighted in the next section on Overhead costs.

Adjusted EBITDA is a non‐IFRS financial measure, and as such there is no standardized definition for the term. The Company's adjusted EBITDA included below is unlikely to be comparable to similar measures presented by other issuers. See "Non‐IFRS Measure" below for additional information.

Due to adoption of IAS 16, Leases, which requires the Company to capitalize most ordinary property leases, the Company must characterize most of its lease payments as amortization on the statement of loss and comprehensive loss. The Company deducts rent classified as lease amortization and included in depreciation and amortization, to maintain the spirit of this metric in reflecting the Company's ongoing operational performance.

Non-IFRS Measures

Adjusted EBITDA is a supplemental, non-GAAP financial measure. The Company defines EBITDA as earnings before depreciation and amortization (excluding rent classified as lease amortization), income taxes, and interest. Additionally, the Company's Adjusted EBITDA presented above excludes fair value adjustments, accretion, impairment charges, one-time transaction costs and all other non-cash items. The Company has presented Adjusted EBITDA because C21's management believes it is a useful measure for investors when assessing and considering C21's ongoing continuing operations and prospects for the future. Furthermore, Adjusted EBITDA is a commonly used measurement in the financial community when evaluating the market value of companies considered to be in similar businesses. Adjusted EBITDA is not a measure of performance calculated in accordance with IFRS, and it should not be considered in isolation of, or as a substitute for, the measurement of the Company's performance prepared in accordance with IFRS. Adjusted EBITDA, as calculated and reconciled in the table above, may not be comparable to similarly titled measurements used by other issuers and is not necessarily a measure of C21's ability to fund its cash needs.

p. 12

CONTRACTUAL OBLIGATIONS

The following table includes the Company's obligations to make future payments for each of the next five years that represent contracts and other commitments that are known and committed:

CONTRACTUAL OBLIGATIONS
		Carrying<br>amount		Contractual<br>cash flows		Under 1 year		1-3 years		3-5 years		More than 5<br>years
As at July 31, 2020
Trade and other payables	$	3,651,031	$	3,651,031	$	3,651,031	$	-	$	-	$	-
Finance lease payments (1)		4,299,624		5,444,583		1,606,950		3,227,062		610,571		-
Convertible debt (2)		9,600,840		9,600,840		9,600,840		-		-		-
Consideration payable (3)		846,256		846,256		846,256		-		-		-
Notes and other borrowings (4)		18,207,241		18,207,241		17,728,283		68,726		56,547		353,685

(1) Amounts in the table reflect minimum payments due for the Company's leased facilities and certain leased equipment under various lease agreements and purchase agreements.

(2) Amounts in the table reflect the contractually required principal payments payable under various convertible note and convertible debenture agreements.

(3) Amounts in the table reflect the contractually required consideration due to vendors under the purchase agreement for the acquisition of Swell Companies.

(4) Amounts in the table reflect the contractually required principal payments payable under a promissory note issued to the vendor that sold Silver State to the Company, and miscellaneous debt.

RELATED PARTY TRANSACTIONS

During the three months ended July 31, 2020, the Company entered in the related party transactions as described below. Balances due to related parties included in accounts payable, accrued liabilities, and promissory notes payable at the periods ended:

		July 31, 2020		July 31, 2020
Due to the President and CEO	$	17,816,286	$	21,713,910
Due to Directors of the Company		1,521		1,476
Due to the CFO of the Company		1,124		64
	$	17,818,931	$	21,715,450

The Company had the following transactions with related parties during the periods ended:

		July 31, 2020		July 31, 2020
Consulting fees paid to a director	$	-	$	38,310
Amounts paid to CEO or companies controlled by CEO		5,337,199		13,039,739
Salary paid to directors and officers		232,054		1,131,201
Share Compensation including warrants and stock options for directors and officers		-		95,613
Convertible debenture interest paid to directors and officers		8,879		27,230
	$	5,578,132	$	14,332,093
p. 13
---

ADDITIONAL INFORMATION

LEGAL PROCEEDINGS

A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims with an amount in controversy of $1,837,500 against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee. The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure (ORCP) 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly-owned subsidiaries, and other defendants; on May 6, 2020, the court granted the Company's Rule 21 motion in its entirety to dismiss all of Plaintiffs' claims pursuant to Oregon Rules of Civil Procedure 21A(1). The parties have agreed on a form of judgment of dismissal and still await a judgment of dismissal to be entered by the Clackamas County court. Once that occurs, the Company will prepare and submit a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the matter. Whether that petition is granted, and the amount of costs and fees awarded, if any, cannot be guaranteed or predicted.

On or about September 13, 2019, the Company delivered a notice to the Plaintiffs of alleged breach and default under the purchase and sale agreement, due to unlawful, intentional acts and material misrepresentations before and after the completion of the purchase. As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement. On or about October 14, 2019, Proudest Monkey Holdings, LLC ("PMH") and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs. In connection with the Oregon lawsuit, the Company conducted an internal investigation regarding malfeasance by the Plaintiffs (discussed more fully below under Oregon Compliance). On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. The Company's counterclaims included the malfeasance discovered during the internal investigation. Plaintiffs' filed a response to the Company's counterclaims on or about June 5, 2020 and the parties have stipulated to a form of amended pleading which includes the joinder of additional parties, an owner of PMH and EFF, and additional contract and equitable claims and damages, similar to those alleged by the Plaintiffs in the Oregon lawsuit (breach of contract, indemnity, unjust enrichment and wrongful termination claims). This action is at the pleading stage and it is too early to predict its resolution.

On or about May 30, 2019, Wallace Hill filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 common shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit. On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement. Also, on June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments. This action remains at the beginning of the discovery phase and it is too early to predict its resolution.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this report, the Company has not entered into any off-balance sheet arrangements.

p. 14

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company's authorized share capital consists of an unlimited number of common shares without par value. The Company had the following securities outstanding as at the date of this report:

Type of Security	Number outstanding
Common Shares	97,751,531
Stock Options	7,140,000
Warrants	5,694,747
Convertible debentures	11,331,250
Debenture warrants	7,918,886
Acquisition shares	2,097,385
	131,933,799

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's financial statements and the other financial information included in this MDA are the responsibility of the Company's management and have been examined and approved by the Board. The accompanying audited financial statements are prepared by management in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board, and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.

Management recognizes its responsibility for conducting the Company's affairs in a manner that complies with the requirements of applicable laws and established financial standards and principles and maintains proper standards of conduct in its activities. The Board supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

The audit committee's role is to examine the financial statements and recommend that the Board approve them, to examine the internal control and information protection systems, and all other matters relating to the Company's accounting and finances. To do so, the audit committee meets annually with the external auditors, with or without the Company's management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

ACCOUNTING POLICIES AND ESTIMATES

The Company's unaudited interim condensed consolidated financial statements for the three months ended July 31, 2020 were authorized for issuance on September 23, 2020 by the Board.

p. 15

FINANCIAL RISK MANAGEMENT

The Board approves and monitors the risk management processes of the Company, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

CREDIT RISK

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts, accounts receivable, and its notes receivable from acquisition targets. The Company's cash is deposited in bank accounts held with a major bank in Canada, a trust company in Canada, and three credit unions in Oregon, Washington and Colorado; and accordingly, there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The Company's notes receivables are placed with acquisition targets that are under definitive agreements, in which closing is based primarily on receipt of regulatory approval. If an unlikely event occurred which delayed regulatory approval for an extended period of time or permanently, the risk of default on these notes would be increased based on the liquidity of the acquisition targets.

LIQUIDITY RISK

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company's consolidated financial statements for six months ended July 31, 2020 have been prepared on a going concern basis, which assumes that the Company will be able to continue its operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company reports a net loss for the six months ended July 31, 2020 of $1,827,446, and accumulated deficit of $72,337,830, and a working capital deficit of $27,404,766 as at July 31, 2020. In July 2019, the Company accelerated a restructuring and integration of operations that resulted in significant cash savings. While these efforts have resulted in positive cash flow from operations, they will not be sufficient on their own to fund payments on the short-term debt obligations owing to the Company's President and CEO. The Company's working capital deficit position is due primarily to these short-term debt service payments which will require additional funding to satisfy by January 1, 2021 under the Company's current payment schedule. The ability of the Company to continue as a going concern is dependent on either raising additional financing or further restructuring of its current payment schedule with the Company's CEO, Sonny Newman, who is also the Company's majority secured debt holder and largest shareholder. These material uncertainties cast significant doubt upon the Company's ability to continue as a going concern.

p. 16

Further, there remains uncertainty about the U.S. federal government's position on cannabis with respect to cannabis-legal states. A change in its enforcement policies could impact the ability of the Company to continue as a going concern and have a material adverse impact on the business.

INTEREST RATE RISK

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to any interest rate volatility as its long-term debt instruments and convertible notes are carried at a fixed interest rate throughout their term.

CAPITAL MANAGEMENT

The Company's objectives when managing its capital are to ensure there are enough capital resources to continue operating as a going concern and maintain the Company's ability to ensure sufficient levels of funding to support its ongoing operations and development. The purpose of these objectives is to provide continued returns and benefits to the Company's shareholders. The Company's capital structure includes items classified in debt and shareholders' equity.

The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business considering changes in economic conditions and the risk characteristics of the Company's underlying asset.

The Company works with its capital advisors, Eight Capital Corp. based in Toronto, Canada, and CB1 Capital based in New York, to identify the best strategic options to execute our corporate growth plans, as well as increasing financial flexibility in managing our debt.

U.S. INDUSTRY BACKGROUND AND REGULATORY ENVIRONMENT

INDUSTRY BACKGROUND AND TRENDS

The emergence of the legal cannabis sector in the United States, both for medical and adult use, has been rapid as more states adopt regulations for its production and sale. Today 60% of Americans live in a state where cannabis is legal in some form and almost a quarter of the population lives in states where it is fully legalized for adult use.

The use of cannabis and cannabis derivatives to treat or alleviate the symptoms of a wide variety of chronic conditions has been generally accepted by a majority of citizens with a growing acceptance by the medical community as well. A review of the research, published in 2015 in the Journal of the American Medical Association, found evidence that cannabis can treat pain and muscle spasms. The pain component is particularly important, because other studies have suggested that cannabis can replace patients' use of highly addictive, potentially deadly opiates - meaning cannabis legalization literally improves lives.

Polls throughout the United States consistently show overwhelming support for the legalization of medical cannabis, together with strong majority support for the full legalization of recreational adult-use cannabis. It is estimated that 94% of U.S. voters support legalizing cannabis for medical use. In addition, 66% of the U.S. public supports legalizing cannabis for adult recreational use. These are large increases in public support over the past 40 years in favor of legalized cannabis use.

Notwithstanding that 34 states and the District of Columbia have now legalized adult-use and/or medical cannabis, cannabis remains illegal under U.S. federal law with cannabis listed as a Schedule I drug under the U.S. Federal Controlled Substances Act of 1970 ("CSA").

p. 17

Currently the Company only operates in the states of Oregon and Nevada. The Company may expand into other states within the United States that have legalized cannabis use either medicinally or recreationally and expand internationally.

FEDERAL REGULATORY UPDATE

On September 4, 2020, Oregon Representative Kurt Schrader (D) and Virginia Representative Morgan Griffith (R) introduced The Hemp and Hemp-Derived CBD Consumer Protection and Market Stabilization Act of 2020 ("H.R. 8179"). If enacted, H.R. 8179 would legalize the manufacture, sale and marketing of hemp, hemp-derived cannabidiol and other hemp extracts as dietary supplements under the Federal Food, Drug and Cosmetic Act ("FDCA"), exempting these hemp-based products from the FDCA's "Drug Exclusion Rule," which presently prevents the sale and marketing of any substance that has been approved or investigated by the FDA as a new drug (i.e., Epidiolex) as a conventional food or dietary supplement. Passage of H.R. 8179 and enactment into law would remove regulatory uncertainties around the legality of hemp-based products in the U.S. marketplace.

For a summary of the Federal regulatory environment, please refer to the Company's MDA for the years ended January 31, 2020 and 2019 for detailed disclosure in this regard.

NEVADA REGULATORY UPDATE

In December 2018, Nevada approved 61 more retail recreational cannabis licenses, bringing to 125 the number of shops statewide. In April and May 2019, marijuana businesses that were not awarded new licenses in the process sued the state, challenging the criteria and personnel the state used to score the applications as improper and unfair. The lawsuits, which were eventually consolidated, successfully placed a stay on the issuing of the subject licenses. On August 3, 2020, Nevada's Tax Commission endorsed a partial settlement to resolve a portion of the consolidated lawsuit, which was later approved by the Nevada Cannabis Compliance Board, the government body that took over regulation of the legal cannabis industry in Nevada on July 1, 2020. On September 3, 2020, a Nevada judge ruled the state's marijuana licensing process could resume, leaving open the possibility that some applications will eventually be approved and others will be denied, but that the process did not have to begin anew. Judge Elizabeth Gonzalez acknowledged her decision will likely be appealed to the state Supreme Court.

For a summary of the Nevada regulatory environment, please refer to the Company's MDA for the years ended January 31, 2020 and 2019 for detailed disclosure in this regard.

OREGON REGULATORY UPDATE

For a summary of the Oregon regulatory environment, please refer to the Company's MDA for the years ended January 31, 2020 and 2019 for detailed disclosure in this regard.

RISK FACTORS

For a comprehensive list of the risk factors relating to the business and securities of the Company, please refer to the Company's MDA for the years ended January 31, 2020 and 2019 for detailed disclosure in this regard. The Company will face a few challenges and significant risks in the development of its business due to the nature of and present stage of its business. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or currently deemed immaterial by the Company, may also impair the operations of or materially adversely affect the securities of the Company. If any such risks occur, the Company's shareholders could lose all or part of their investment and the business, financial condition, liquidity, results of operations and prospects of the Company could be materially adversely affected. Some of the risk factors previously disclosed are interrelated and, consequently, readers should read such risk factors in connection with one another.

p. 18

The acquisition of any of the securities of the Company is speculative, involving a high degree of risk and should be undertaken only by persons whose financial resources are enough to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company should not constitute a major portion of a person's investment portfolio and should only be made by persons who can afford a total loss of their investment.

p. 19

C21 Investments Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

This is an unofficial consolidation of Form 52-109FV2 *Certification of Interim Filings Venture Issuer Basic Certificate ***** reflecting amendments made effective January 1, 2011 in connection with Canada's changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Sonny Newman, Chief Executive Officer of C21 Investments Inc., certify the following:

Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of C21 Investments Inc. (the "issuer") for the interim period ended July 31, 2020.
No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

*3. ***** Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: September 24, 2020

SIGNED: "Sonny Newman"

Sonny Newman, Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

C21 Investments Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Michael Kidd, Chief Financial Officer of C21 Investments Inc., certify the following:

Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of C21 Investments Inc. (the "issuer") for the interim period ended July 31, 2020.
No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Date: September 24, 2020

SIGNED: "Michael Kidd"

Michael Kidd, Chief Financial Officer

NOTE TO READER

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

C21 Investments Inc 6-K, filed Sep 24, 2020

About this 6-K