C21 Investments Inc (CWLXF) 6-K, filed Mar 9, 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 March, 2020.

Commission File Number 000-55982

C21 INVESTMENTS INC.
(Translation of registrant's name into English)
Suite 820, 1075 West Georgia Street<br><br> <br>Vancouver, British Columbia V6E 3N9<br><br> <br>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	[ ]	Form 40-F	[X]

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: March 6, 2020	/s/ Michael Kidd
	Michael Kidd
	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit	Description of Exhibit
99.1	CSE Amended Form 9 dated January 24, 2019
99.2	CSE Form 6 dated January 24, 2019
99.3	Letter from C21 Investments Inc. to CSE dated January 24, 2019
99.4	CSE Form 9 dated March 6, 2020
99.5	CSE Form 6 dated March 6, 2020

-3-

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

AMENDED FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities)

Name of Listed Issuer: Symbol(s):

C21 Investments Inc. (the "Issuer").	CXXI

Date: January 24, 2019

Is this an updating or amending Notice: [X] Yes [ ] No

If yes provide date(s) of prior Notices: July 17, 2018.

Issued and Outstanding Securities of Issuer Prior to Issuance: 57,564,446 Common Shares (January 23, 2019).

Pricing

Date of news release announcing proposed issuance: June 28, 2018, November 1, 2018 and January 25, 2019 or

Date of confidential request for price protection: N/A.

Closing Market Price on Day Preceding the news release: $2.70 (June 27, 2018), $0.96 (October 31, 2018) and $0.90 (January 24, 2019) or

Day preceding request for price protection: N/A.

Closing

Number of securities to be issued: One convertible promissory note (as described in Item 3(c) in Part 2 of this form).

Issued and outstanding securities following issuance: 57,564,446 Common Shares (January 24, 2019).

Instructions:

For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
Complete Table 1A - Summary for all purchasers, excluding those identified in Item 8.
Complete Table 1B - Related Persons only for Related Persons
If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 1

An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 - Notice of Proposed Transaction

6. Post the completed Form 9 to the CSE website in accordance with Policy 6 - Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 2

Table 1A - Summary

Each jurisdiction in which purchasers <br>reside	Number of <br>Purchasers	Price per<br>Security	Total dollar value <br>(CDN$) raised in <br>the jurisdiction
Total number of purchasers:
Total dollar value of distribution in all jurisdictions:

Table 1B - Related Persons

**<br><br> <br>Full Name & Municipality of Residence of Placee**	**<br><br> <br>Number of Securities Purchased or to be Purchased**	**<br><br> <br>Purchase price per Security (CDN$)**	**<br><br> <br>Conversion<br><br> <br>Price (if<br><br> <br>Applicable)<br><br> <br>(CDN$)**	**<br><br> <br>Prospectus Exemption**	**<br><br> <br>Total SecuritiesPreviously Owned, Controlled or Directed**	**<br><br> <br>Payment Date(1)**	**<br><br> <br>Describe relationship**
							N/A

^1^An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

Total amount of funds to be raised: ___________________________________________ .
Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. .

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 3

Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: .
If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.
Description of securities to be issued:

(a) Class _______________________________________________________________ .

(b) Number _____________________________________________________________ .

(d) Voting rights ________________________________________________________

Provide the following information if warrants, (options) or other convertible securities are to be issued:

(a) Number _____________________________________________________________ .

(b) Number of securities eligible to be purchased on exercise of warrants (or options)

____________________________________________________________________________________________ .

(d) Expiry date __________________________________________________________ .

Provide the following information if debt securities are to be issued:

(a) Aggregate principal amount ________________________________________ .

(b) Maturity date ________________________________________________________ .

(d) Conversion terms ___________________________________________________ .

(e) Default provisions __________________________________________________ .

Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 4

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): .

(b) Cash ________________________________________________________________ .

(d) Other ________________________________________________________________ .

(e) Expiry date of any options, warrants etc. ___________________________ .

(f) Exercise price of any options, warrants etc. ________________________ .

State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship

____________________________________________________________________________________________ .

Describe any unusual particulars of the transaction (i.e. tax "flow through" shares, etc.).

____________________________________________________________________________________________ .

State whether the private placement will result in a change of control.

____________________________________________________________________________________________ .

Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders.

____________________________________________________________________________________________ .

Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 5

Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

All of the issued and outstanding shares (the "Shares") in Megawood Enterprises Inc., a private company existing under the laws of Oregon ("Megawood"). Megawood carries on the business of the retail sale and distribution of cannabis products from leased premises in Portland, Oregon under the business name "Pure Green", under license from the Oregon Liquor Control and Licensing Commission. On closing, the Issuer indirectly acquired all working capital, real property lease, leasehold improvements, trademarks and tradenames, website URLs, marketing materials, employee and supplier contracts, customer information, and all other property and assets of Megawood used in its business.

Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material:

On October 31, 2018, the Issuer entered in a definitive agreement of purchase and sale with Matt Walstatter and Meghan Walstatter (together, the "Vendors") in respect of the purchase of the Shares. The Issuer is at arm's length to Megawood and the Vendors. The closing of the acquisition took place on January 24, 2019.

Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

(a) Total aggregate consideration in Canadian dollars: USD$825,000.

(b) Cash: USD$650,000 .

On January 24, 2019, as partial consideration for the Shares, the Issuer issued to the Vendors a USD$175,000 non-interest bearing promissory note (the "Note") of the Issuer payable on the first anniversary of the date of issue. The Note may be converted at the option of the holder into common shares of the Issuer at a deemed issue price of CAD$5.00 per share at any time nine months after the date of issue and prior to the maturity date.

(d) Other: N/A .

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 6

(e) Expiry date of options, warrants, etc. if any: N/A .

(f) Exercise price of options, warrants, etc. if any: N/A .

(g) Work commitments: N/A .

State how the purchase or sale price was determined (e.g. arm's-length negotiation, independent committee of the Board, third party valuation etc).

Arm's-length negotiation .

Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer:N/A

____________________________________________________________________________________________ .

The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:

**<br><br> <br>Name of Party (If not an individual, name all insiders of the Party)**	**<br><br> <br>Number and Type of Securities to be Issued**	**<br><br> <br>Dollar value per Security (CDN$)**	**<br><br> <br>Conversion price (if applicable)**	**<br><br> <br>Prospectus Exemption**	**<br><br> <br>Total Securities, Previously Owned, Controlled or Directed by Party**	**<br><br> <br>Describe relationship<br><br> <br>to Issuer^(1)**^
Matt Walstatter and Meghan Walstatter	One (1) convertible promissory note	USD$175,000	CAD$5.00	BCI: 72-503	Nil	Unrelated

(1) Indicate if Related Person

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 7

Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: The Issuer conducted UCC searches for any registered financing statements respecting non-permitted encumbrances.
Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): N/A

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, andif a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): .

(b) Cash ________________________________________________________________ .

(d) Other ________________________________________________________________ .

(e) Expiry date of any options, warrants etc. ___________________________

(f) Exercise price of any options, warrants etc. ________________________ .

State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A
If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A .

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 8

Certificate Of Compliance

The undersigned hereby certifies that:

The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.
As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.
the Issuer has obtained the express written consent of each applicable individual to:

(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and

(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time

The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).
All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated January 24, 2019.

Michael Kidd Name of Director or Senior Officer

"Michael Kidd"

Signature

Chief Financial Officer

  Official Capacity

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 9

Appendix A

PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, "CSE or the "Exchange") collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:

•

• To determine whether an individual is suitable to be associated with a Listed Issuer;

• To determine whether an issuer is suitable for listing;

• To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;

• To conduct enforcement proceedings;

• To ensure compliance with Exchange Requirements and applicable securities legislation; and

• To fulfil the Exchange's obligation to regulate its marketplace.

The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.

The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street - 9th Floor, Toronto, ON, M5J 2W4.

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF<br><br> <br>LISTED SECURITIES<br><br> <br>September 2018<br><br> <br>Page 10

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

FORM 6

CERTIFICATE OF COMPLIANCE

TO: CANADIAN SECURITIES EXCHANGE ("CSE")

C21 Investments Inc. **** (the "Listed Issuer") hereby certifies to CSE

[Name of Listed Issuer]

that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in Policy 1).

Date:	January 24, 2019
Signed:	"Michael Kidd"
	(Signature)
	Michael Kidd
	(Print Name)
	Chief Financial Officer
	(Print Office)

FORM 6 - CERTIFICATE OF COMPLIANCE

January 2015

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

January 24, 2019

Canadian Securities Exchange

100 King Street West, Suite 7210

Toronto, Ontario, M5X 1E1

Dear Sirs/Mesdames:

Re: C21 Investments Inc. (the "Company")

Confirmation of Acquisition of Megawood Enterprises Inc. ("Megawood")

Pursuant to section 3.3(a) of CSE Policy 6 Distributions and in connection with the acquisition of all of the issued and outstanding shares in Megawood as described in the Amended CSE Form 9 dated January 24, 2019, the Company confirms that closing of the acquisition and transfer of all of the issued shares of Megawood to the Company's wholly owned subsidiary occurred on January 24, 2019.

C21 INVESTMENTS INC.
	"Michael Kidd"
Per:	Michael Kidd
	Chief Financial Officer

C21 Investments: Suite 170 - 601 West Cordova Street, Mailbox 107, Vancouver, BC V6B 1G1

www.cxxi.ca

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

FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities)

Name of Listed Issuer: Symbol(s):

C21 Investments Inc. (the "Issuer").	CXXI

Date: March 6, 2020

Is this an updating or amending Notice: Yes [X]No

If yes provide date(s) of prior Notices: N/A.

Issued and Outstanding Securities of Issuer Prior to Issuance: 96,520,681 Common Shares.

Pricing

Date of news release announcing proposed issuance: February 28, 2020 or

Date of confidential request for price protection: N/A.

Closing Market Price on Day Preceding the news release: $0.4000 (February 28, 2020; news release was issued after market close) or

Day preceding request for price protection: N/A.

Closing

Number of securities to be issued: 95,849 Common Shares

Issued and outstanding securities following issuance: 96,616,530 Common Shares

Instructions:

For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
Complete Table 1A - Summary for all purchasers, excluding those identified in Item 8.
Complete Table 1B - Related Persons only for Related Persons
If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.
An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 - Notice of Proposed Transaction

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 1

**6.** Post the completed Form 9 to the CSE website in accordance with *Policy 6 - Distributions.*  In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.\

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 2

Table 1A - Summary

Each jurisdiction in which <br>purchasers reside	Number of <br>Purchasers	Price per <br>Security	Total dollar value <br>(CDN$) raised in <br>the jurisdiction
United States of America	1	CAD$0.6225	$59,666.00
Total number of purchasers:	1
Total dollar value of distribution in all jurisdictions:			$59,666.00

Table 1B - Related Persons

**<br><br> <br>Full Name & Municipality of Residence of Placee**	**<br><br> <br>Number of Securities Purchased or to be Purchased**	**<br><br> <br>Purchase price per Security (CDN$)**	**<br><br> <br>Conversion<br><br> <br>Price (if<br><br> <br>Applicable)<br><br> <br>(CDN$)**	**<br><br> <br>Prospectus Exemption**	**<br><br> <br>Total Securities Previously Owned, Controlled or Directed**	**<br><br> <br>Payment Date(^1^)**	**<br><br> <br>Describe relationship to Issuer (^2^)**
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

^1^An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

Total amount of funds to be raised: CAD$59,666.00 in debt settlement.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 3

Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. The proceeds of the placement consist of settlement of outstanding debt.
Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A. .
If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities. On February 21, 2020, the Issuer and 320204 Oregon Holdings Corp. ("320204") entered into a Settlement Agreement with Matt and Meghan Walstatter (together, the "Walstatters") whereby the Walstatters agreed to full and final settlement of a Convertible Promissory Note dated January 24, 2019 (the "Note") in the original principal amount of USD$175,000 in exchange for consideration as follows: (a) cash payment of USD$130,000; (b) cash payment of up to USD$5,000 in reimbursement of reasonable attorney's fees payable by the Walstatters; and (c) issuance to Matt Walstatter of 95,849 Common Shares in the capital of the Issuer at a deemed issue price of CAD$0.6225 per Common Share. The Note was originally issued to the Walstatters as partial consideration for the purchase of all of the issued and outstanding shares in Megawood Enterprises Inc. (news releases dated June 28, 2018, November 1, 2018 and January 25, 2019).
Description of securities to be issued:

(a) Class Common Shares. .

(b) Number 95,849 .

(d) Voting rights Each Common Share carries the right to vote at meetings of holders of Common Shares.

Provide the following information if warrants, (options) or other convertible securities are to be issued: N/A

(a) Number _____________________________________________________________ .

(b) Number of securities eligible to be purchased on exercise of warrants (or options)

____________________________________________________________________________________________ .

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 4

(d) Expiry date __________________________________________________________ .

Provide the following information if debt securities are to be issued: N/A

(a) Aggregate principal amount ________________________________________ .

(b) Maturity date ________________________________________________________ .

(d) Conversion terms ___________________________________________________ .

(e) Default provisions __________________________________________________ .

Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.): N/A

(b) Cash ________________________________________________________________ .

(d) Other ________________________________________________________________ .

(e) Expiry date of any options, warrants etc. ___________________________ .

(f) Exercise price of any options, warrants etc. ________________________ .

State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship N/A

____________________________________________________________________________________________ .

Describe any unusual particulars of the transaction (i.e. tax "flow through" shares, etc.).

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 5

N/A .

State whether the private placement will result in a change of control.

N/A .

Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. N/A

____________________________________________________________________________________________ .

Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 6

Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

____________________________________________________________________________________________ .

Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer.The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material:
Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

(a) Total aggregate consideration in Canadian dollars: ________________ .

(b) Cash: _______________________________________________________________ .

_________________________________________________________________________________ .

(d) Other: _______________________________________________________________ .

(e) Expiry date of options, warrants, etc. if any: ________________________ .

(f) Exercise price of options, warrants, etc. if any: _____________________ .

(g) Work commitments: ________________________________________________ .

State how the purchase or sale price was determined (e.g. arm's-length negotiation, independent committee of the Board, third party valuation etc).
Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer:

____________________________________________________________________________________________ .

The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 7
**<br><br> <br>Name of Party (If not an individual, name all insiders of the Party)**	**<br><br> <br>Number and Type of Securities to be Issued**	**<br><br> <br>Dollar value per Security (CDN$)**	**<br><br> <br>Conversion price (if applicable)**	**<br><br> <br>Prospectus Exemption**	**<br><br> <br>Total Securities, Previously Owned, Controlled or Directed by Party**	**<br><br> <br>Describe relationship<br><br> <br>to Issuer^(1)**^
---	---	---	---	---	---	---

(1) Indicate if Related Person

Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired:

____________________________________________________________________________________________ .

Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):

(b) Cash ________________________________________________________________ .

(d) Other ________________________________________________________________ .

(e) Expiry date of any options, warrants etc. ___________________________

(f) Exercise price of any options, warrants etc. ________________________ .

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 8

State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship.

____________________________________________________________________________________________

____________________________________________________________________________________________ .

If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months.

____________________________________________________________________________________________

____________________________________________________________________________________________ .

Certificate Of Compliance

The undersigned hereby certifies that:

The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.
As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.
the Issuer has obtained the express written consent of each applicable individual to:

(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and

(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time

The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).
All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated March 6, 2020.

Michael Kidd
Name of Director or Senior Officer
"Michael Kidd"
Signature
Chief Financial Officer
Official Capacity
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 9
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Appendix A

PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9

• To determine whether an individual is suitable to be associated with a Listed Issuer;

• To determine whether an issuer is suitable for listing;

• To conduct enforcement proceedings;

• To ensure compliance with Exchange Requirements and applicable securities legislation; and

• To fulfil the Exchange's obligation to regulate its marketplace.

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 10

C21 Investments Inc.: Exhibit 99.5 - Filed by newsfilecorp.com

FORM 6

CERTIFICATE OF COMPLIANCE

TO: CANADIAN SECURITIES EXCHANGE ("CSE")

C21 Investments Inc. **** (the "Listed Issuer") hereby certifies to CSE

[Name of Listed Issuer]

Date:	March 6, 2020
Signed:	"Michael Kidd"
	(Signature)
	Michael Kidd
	(Print Name)
	Chief Financial Officer
	(Print Office)

FORM 6 - CERTIFICATE OF COMPLIANCE

January 2015

C21 Investments Inc 6-K, filed Mar 9, 2020

About this 6-K