CWLXF 6-K, filed Dec 16, 2021, 0001062993-21-012987

UNITED STATESSECURITIES 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 December, 2021

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 (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): [ ]

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): [ ]

SUBMITTED HEREWITH

Exhibits

99.1	Q3 October 31, 2021 Interim Financial Statements
99.2	Q3 October 31, 2021 Management Discussion and Analysis
99.3	CEO Certification
99.4	CFO Certification

SIGNATURES

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.
	(Registrant)
Date: December 16, 2021	By:	/s/ Michael Kidd
		Michael Kidd
	Title:	CFO

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

C21 INVESTMENTS INC.

Interim Condensed Consolidated Financial Statements
For the three and nine months ended October 31, 2021 and 2020
(Expressed in U.S. Dollars) - Unaudited
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	1
---	---
INTERIM CONSENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME	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	5-24

C21 INVESTMENTS INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at October 31, 2021 and January 31, 2021

(Expressed in U.S. dollars) - Unaudited

****	****	October 31, 2021	January 31, 2021
****	Notes	- -	- -
ASSETS
Current assets
Cash		3,278,993	6,237,182
Biological assets	4	2,189,794	1,340,782
Inventory	5	5,450,514	5,417,726
Prepaid expenses and deposits		1,005,622	931,942
Receivables	3	233,763	209,872
Assets classified as held for sale	6,7,10	-	1,442,617
Total current assets		12,158,686	15,580,121
Property and equipment	6	6,011,552	3,916,777
Right-of-use assets	10	9,064,049	9,765,588
Intangible assets	7	9,930,247	10,957,961
Goodwill	8	28,541,323	28,541,323
Restricted cash		50,479	47,739
TOTAL ASSETS	****	65,756,336	68,809,509
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	9,22	2,965,462	2,680,996
Promissory notes payable - current portion	12	6,080,000	6,080,000
Convertible promissory note - current portion	12	1,317,694	2,437,465
Income taxes payable	19	2,508,835	3,378,299
Long-term debt - current portion	11	34,862	81,044
Lease liabilities - current portion	10	499,731	437,857
Liabilities classified as held for sale	10	-	629,180
Total current liabilities		13,406,584	15,724,841
Lease liabilities	10	9,307,292	9,691,215
Promissory notes payable	12	3,546,667	8,106,667
Long-term debt	11	435,980	462,286
Derivative liability	14	2,055,227	9,430,991
Reclamation obligation	13	56,928	55,008
TOTAL LIABILITIES		28,808,678	43,471,008
SHAREHOLDERS' EQUITY
Share capital	15	94,399,377	92,237,648
Other reserves	15	9,234,996	10,520,045
Commitment to issue shares	15	628,141	649,928
Foreign currency translation reserve		(2,074,097	(1,452,719
Deficit		(65,240,759	(76,616,401
TOTAL SHAREHOLDERS' EQUITY		36,947,658	25,338,501
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	****	65,756,336	68,809,509

All values are in US Dollars.

Nature of operations (Note 1)

Commitments (Note 20)

Subsequent events (Note 23)

On behalf of the Board:
"Bruce Macdonald"	Director	"Michael Kidd"	Director

See accompanying notes to the interim condensed consolidated financial statements

p.1

C21 INVESTMENTS INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For the three and nine months ended October 31, 2021 and 2020

(Expressed in U.S. dollars, except share numbers) - Unaudited

****	****	Three months ended October 31		Nine months ended October 31
	****	2021	2020	2021	2020
	Note	--	--	--	--
Revenue		8,156,586	9,469,199	26,282,585	26,981,302
Cost of sales	5	4,653,131	4,977,401	13,635,757	14,823,266
Gross margin before the undernoted		3,503,455	4,491,798	12,646,828	12,158,036
Realized fair value amounts included in inventory sold		(748,319	(1,478,917	(2,669,517	(6,362,082
Unrealized fair value adjustment on biological assets		1,639,103	2,873,336	3,791,921	7,332,668
Gross Profit		4,394,239	5,886,217	13,769,232	13,128,622
Expenses
General and administration	16	1,863,641	1,703,686	5,329,026	5,062,785
Sales, marketing, and promotion		40,088	21,636	119,675	127,502
Depreciation and amortization	6, 7, 10	444,839	557,985	1,373,536	1,653,979
Share-based compensation	15	67,396	334,307	321,567	397,108
Impairment of inventory		-	1,042,874	-	1,384,922
Total expenses		2,415,964	3,660,488	7,143,804	8,626,296
Income from operations		1,978,275	2,225,729	6,625,428	4,502,326
Interest expense	10,11,12	(357,006	(103,342	(1,186,486	(1,490,956
Accretion expense	12	-	(96,839	(31,836	(291,110
Other (expenses) income		(33,082	228,816	92,096	260,405
Acquisition reorganization costs		-	-	-	(1,204,740
Impairment of capital assets		-	(116,881	-	(116,881
Interest income		-	3,899	-	-
Gain on change in fair value of derivative liabilities	14	2,392,020	-	7,776,957	264,802
Gain on sale of assets and liabilities classified as held for sale		-	-	375,912	-
Income before income taxes		3,980,207	2,141,382	13,652,071	1,923,846
Current income tax (expense) recovery		(630,622	161,687	(2,276,429	(1,448,223
NET INCOME		3,349,585	2,303,069	11,375,642	475,623
Items that may be reclassified subsequently to profit or loss
Cumulative translation adjustment		(189,372	(935,785	(621,378	(439,449
COMPREHENSIVE INCOME		3,160,213	1,367,284	10,754,264	36,174
Basic income per share		0.03	0.01	0.09	0.00
Diluted income per share		0.03	0.01	0.09	0.00
Weighted average number of common shares outstanding - basic		118,747,814	96,525,412	118,127,232	97,297,303
Weighted average number of common shares outstanding - diluted		120,960,325	96,525,412	121,580,907	97,297,303

All values are in US Dollars.

See accompanying notes to the interim condensed consolidated financial statements	p.2

C21 INVESTMENTS INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the nine months ended October 31, 2021 and 2020 (Expressed in U.S. dollars, except share numbers) - Unaudited

	Share capital				Other reserves			****		****			****			****
	Number of shares		Amount		Share-based compensation			Commitmentto issue shares		Foreign currencytranslation reserve			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
Shares issued on exercise of options	200,000		197,708		(98,758	)		-		-			-			98,950
Shares issued on exercise of convertible debentures	1,147,500		683,783		-			-		-			-			683,783
Share-based compensation	-		-		397,108			-		-			-			397,108
Net income and comprehensive income for the period	-		-		-			-		(439,449	)		475,623			36,174
Balance at October 31, 2020	97,964,029	$	79,531,077	$	8,306,526		$	1,100,881	$	(1,486,836	)	$	(70,034,761	)	$	17,416,887
	Share capital				Other reserves			****			****			****			****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number of shares		Amount		Share-based compensation			Commitmentto issue shares			Foreigncurrencytranslationreserve			Deficit			Total
Balance at January 31, 2021	117,057,860	$	92,237,648	$	10,520,045		$	649,928		$	(1,452,719	)	$	(76,616,401	)	$	25,338,501
Commitment to issue shares on purchase of EFF	19,774		21,787		-			(21,787	)		-			-			-
Shares issued on exercise of Phantom Farms warrants	456,100		750,750		(217,424	)		-			-			-			533,326
Shares issued on exercise of guaranteed warrants	1,214,080		1,389,192		(1,389,192	)		-			-			-			-
Share-based compensation	-		-		321,567			-			-			-			321,567
Net income and comprehensive income for the period	-		-		-			-			(621,378	)		11,375,642			10,754,264
Balance at October 31, 2021	118,747,814	$	94,399,377	$	9,234,996		$	628,141		$	(2,074,097	)	$	(65,240,759	)	$	36,947,658
See accompanying notes to the interim condensed consolidated financial statements	p.3
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C21 INVESTMENTS INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended October 31, 2021 and 2020 (Expressed in U.S. dollars) - Unaudited

****	****	Nine months ended October 31,
****	****	2021	2020
****	Notes	--	--
OPERATING ACTIVITIES	****
Income before income taxes		13,652,071	1,923,846
Items not affecting cash
Depreciation and amortization	6,7,10	2,088,321	2,593,954
Net effect of fair value changes in biological assets	4	(1,122,404	(970,586
Share-based compensation	15	321,567	397,108
Impairment of inventory		-	1,384,922
Impairment of capital assets		-	116,881
Acquisition reorganization costs		-	1,204,740
Interest expense	10,11,12	314,790	1,490,956
Accretion expense	12	31,836	291,110
Gain on change in fair value of derivative liabilities	14	(7,776,957	(264,802
Gain on sale of assets and liabilities classified as held for sale		(375,912	-
Changes in working capital items
Biological assets		273,392	505,988
Inventory		419,225	332,839
Prepaid expenses		(73,680	47,574
Receivables		(23,891	(400,529
Accounts payable and accrued liabilities		958,433	79,091
Income taxes payable		(3,145,893	-
Cash provided by operating activities	****	5,540,898	8,733,092
INVESTING ACTIVITIES	****
Purchases of property and equipment	6	(2,453,843	(69,274
Proceeds on sale of assets and liabilities classified as held for sale		1,200,000	-
Payment of Megawood consideration payable	12,18	-	(130,000
Cash used in investing activities	****	(1,253,843	(199,274
FINANCING ACTIVITIES	****
Principal repayments on long-term debt	11	(53,482	(71,031
Principal repayments on promissory notes payable	12	(4,560,000	(5,400,000
Repayment of convertible promissory note	12	(1,210,000	-
Cash proceeds from warrants		533,326	-
Cash proceeds from options		-	98,950
Issuance of convertible debentures on exercise of warrants		-	38,660
Interest paid in cash		(1,632,220	(1,695,505
Lease liability principal payments made		(322,050	(1,325,357
Cash used in financing activities	****	(7,244,426	(8,354,283
Effect of foreign exchange on cash		(818	146,843
(Decrease) increase in cash during the period		(2,958,189	326,378
Cash, beginning of period		6,237,182	3,076,493
Cash, end of period	****	3,278,993	3,402,871

All values are in US Dollars.

Supplemental disclosure with respect to cash flows (Note 18)

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 nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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NATURE OF OPERATIONS

C21 Investments Inc. (the "Company" or "C21") was incorporated on 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.

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 the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On September 28, 2020, the Company was upgraded and began trading on the OTCQB® Venture Market.

As at October 31, 2021, the Company operates in two segments, recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (note 17). Both segments are engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale distribution, while the Nevada segment also has retail sales.

In the United States, 36 states, the District of Columbia, and four out of five U.S. territories allow the use of medical cannabis. The recreational adult-use of cannabis is legalized in 17 states, including Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia, Washington, and the District of Columbia. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. 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.

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

The unaudited interim condensed consolidated financial statements were authorized for issuance on December 16, 2021 by the directors of the Company.

p.5
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

Basis of consolidation

These unaudited interim condensed consolidated financial statements as at and for the three and nine months ended October 31, 2021 and 2020 ("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 October 31, 2021:

Name of Subsidiary	Country of Incorporation	Percentage Ownership	FunctionalCurrency	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

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 interim 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.

p.6
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

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, 2021 ("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 these interim financial statements be read in conjunction with the annual financial statements which have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRS Interpretations Committee.

Functional and presentation currency

These interim financial statements are presented in U.S. dollars, the Company's presentation currency. 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 income (loss) and comprehensive income (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 cumulative translation adjustment.

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.

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

p.7
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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RECEIVABLES

****		October 31, 2021		January 31, 2021
Sales taxes receivable	$	24,504	$	27,995
Trade receivables, net		209,259		181,877
****	$	233,763	$	209,872

All of the Company's trade and other receivables have been reviewed for indicators of impairment. At October 31, 2021, the allowance for lifetime expected credit losses of accounts receivable was $nil (January 31, 2021 - $1,975).

BIOLOGICAL ASSETS

The Company's biological assets consist of cannabis plants. The continuity for biological assets for the nine months ended October 31, 2021 and year ended January 31, 2021, was as follows:

Balance, January 31, 2020	$	1,408,271
Increase in biological assets due to capitalized costs		9,504,528
Fair value adjustment on biological assets		1,618,306
Transferred to inventory upon harvest		(11,190,323	)
Balance, January 31, 2021	$	1,340,782
Increase in biological assets due to capitalized costs		4,298,264
Fair value adjustment on biological assets		3,791,921
Transferred to inventory upon harvest		(7,241,173	)
Balance October 31, 2021	$	2,189,794

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).

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 October 31, 2021, on average, the biological assets were 54% 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 <br>October 31:
Significant Inputs and Assumptions	Range of Inputs	Sensitivity	2021		2020
Selling price per gram	$0.28 to $3.72	Increase 5%	578,215		84,462
		Decrease 5%	(578,215	)	(84,462	)
Estimated yield per cannabis plant	80.4 to 1451.3 grams	Increase 5%	578,215		83,536
		Decrease 5%	(578,215	)	(83,536	)

During the nine months ended October 31, 2021, the Company's biological assets produced 3,109,737 grams (2020 - 2,274,370 grams).

p.8
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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INVENTORY

****		October 31, 2021		January 31, 2021
Finished goods	$	2,916,625	$	2,166,616
Work in progress		2,533,889		3,251,110
****	$	5,450,514	$	5,417,726

Inventories expensed to cost of sales during the three and nine months ended October 31, 2021 was $4,653,131 and $13,635,757, respectively (three and nine months ended October 31, 2020 - $4,977,401 and $14,823,266, respectively). Included in cost of sales is an inventory write down of $185,513 to net realizable value (2020 - $nil). Included in realized fair value amounts included in inventory sold is a write down of fair value of biological assets transferred to inventory upon harvest of $228,610 (2020 - $nil).

During the three and nine months ended October 31, 2020, the Company identified impairment of inventory of $1,384,922 related to inventories acquired through Swell. There was no such impairment in the three and nine months ended October 31, 2021.

PROPERTY AND EQUIPMENT

****		Land andbuilding			Leasehold improvements			Furniture& fixtures			Computerequipment			Machinery & equipment			Total
Cost
Balance, January 31, 2020	$	1,370,213		$	1,370,966		$	416,320		$	122,631		$	1,636,499		$	4,916,629
Additions		1,330,000			8,338			53,836			28,687			136,916			1,557,777
Category reclassification		-			(324,371	)		-			-			324,371			-
Classified as held for sale		-			(792,467	)		(87,957	)		(40,708	)		(557,882	)		(1,479,014	)
Disposals		-			(17,994	)		(5,992	)		(15,764	)		(278,564	)		(318,314	)
Balance, January 31, 2021	$	2,700,213		$	244,472		$	376,207		$	94,846		$	1,261,340		$	4,677,078
Additions		-			1,580,682			18,200			243			854,718			2,453,843
Balance, October 31, 2021	$	2,700,213		$	1,825,154		$	394,407		$	95,089		$	2,116,058		$	7,130,921
Accumulated Depreciation
Balance, January 31, 2020	$	(128,225	)	$	(515,914	)	$	(153,741	)	$	(59,943	)	$	(224,675	)	$	(1,082,498	)
Depreciation expense		(73,847	)		(129,976	)		(65,962	)		(19,777	)		(341,256	)		(630,818	)
Category reclassification		-			128,319			-			-			(128,319	)		-
Classified as held for sale		-			427,528			57,125			26,378			240,551			751,582
Disposals		-			3,549			3,650			9,152			185,082			201,433
Balance, January 31, 2021	$	(202,072	)	$	(86,494	)	$	(158,928	)	$	(44,190	)	$	(268,617	)	$	(760,301	)
Depreciation expense		(21,468	)		(57,988	)		(43,252	)		(1,026	)		(235,334	)		(359,068	)
Balance, October 31, 2021	$	(223,540	)	$	(144,482	)	$	(202,180	)	$	(45,216	)	$	(503,951	)	$	(1,119,369	)
Carrying amount, Jan. 31, 2021	$	2,498,141		$	157,978		$	217,279		$	50,656		$	992,723		$	3,916,777
Carrying amount, Oct. 31, 2021	$	2,476,673		$	1,680,672		$	192,227		$	49,873		$	1,612,107		$	6,011,552

Total depreciation expense for the three and nine months ended October 31, 2021 was $122,132 and $359,068, respectively (three and nine months ended October 31, 2020 - $170,361 and $435,289, respectively). Of the total expense, $246,403 was allocated to inventory (2020 - $288,255).

p.9
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
---

PROPERTY AND EQUIPMENT (continued)

At January 31, 2021, the Company reclassified property and equipment with a cost of $1,479,014 and accumulated depreciation of $751,582 to assets to held to sale. The assets consisted primarily of redundant processing and extraction equipment as well as leasehold improvements and fixtures in a right-of-use asset. Management estimated that the fair value less costs to sell exceeded the carrying value and therefore the assets were measured at their carrying values. In the nine months ended October 31, 2021, the Company completed the sale of the assets classified as held for sale.

INTANGIBLE ASSETS

		Licenses			Branding			Customerrelationships			Start up costs			Total
Cost		****			****			****			****			****
Balance, January 31, 2020	$	12,703,398		$	940,045		$	1,999,040		$	7,783		$	15,650,266
Category reclassification		(337,082	)		46,674			287,249			3,159			-
Classified as held for sale		(224,840	)		-			(164,226	)		(10,942	)		(400,008	)
Disposals		-			(117,737	)		-			-			(117,737	)
Balance, Jan 31, 2021 and Oct 31, 2021	$	12,141,476		$	868,982		$	2,122,063		$	-		$	15,132,521
Accumulated Amortization		****			****			****			****			****
Balance, January 31, 2020	$	(2,442,222	)	$	(33,295	)	$	(469,315	)	$	(808	)	$	(2,945,640	)
Amortization expense		(1,154,808	)		(95,053	)		(213,939	)		(729	)		(1,464,529	)
Category reclassification		76,557			(46,674	)		(26,845	)		(3,038	)		-
Classified as held for sale		98,043			-			115,254			4,575			217,872
Disposals		-			17,737			-			-			17,737
Balance, January 31, 2021	$	(3,422,430	)	$	(157,285	)	$	(594,845	)	$	-		$	(4,174,560	)
Amortization expense		(829,183	)		(50,174	)		(148,357	)		-			(1,027,714	)
Balance, October 31, 2021	$	(4,251,613	)	$	(207,459	)	$	(743,202	)	$	-		$	(5,202,274	)
Carrying amount, January 31, 2021	$	8,719,046		$	711,697		$	1,527,218		$	-		$	10,957,961
Carrying amount, October 31, 2021	$	7,889,863		$	661,523		$	1,378,861		$	-		$	9,930,247

Total amortization expense from intangible assets for the three and nine months ended October 31, 2021 was $342,571 and $1,027,714, respectively (three and nine months ended October 31, 2020 - $373,169 and $1,102,324, respectively). Of the total expense, $20,756 was allocated to inventory (2020 - $34,962).

At January 31, 2021, the Company reclassified intangible assets with a cost of $400,008 and accumulated depreciation of $217,872 to held for sale. The intangible assets classified as held for sale consist of licenses, customer lists, and startup costs associated with a right of use asset that has also been classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values. In the nine months ended October 31, 2021, the Company completed the sale of the intangible assets classified as held for sale.

GOODWILL

At October 31, 2021, goodwill was $28,541,323 (January 31, 2021 - $28,541,323). The Company tests goodwill for impairment at every reporting year end and when indicators of impairment are present. There were no indicators of impairment of goodwill noted by management in the three and nine months ended October 31, 2021 or October 31, 2020.

p.10
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

****		October 31, 2021		January 31, 2021
Accounts payable	$	1,729,037	$	1,382,519
Accrued liabilities		1,158,752		1,183,259
Interest payable		77,673		115,218
	$	2,965,462	$	2,680,996

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.

For the contracts identified as leases as defined under IFRS 16, 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)
Silver State Cultivation LLC	Land/Building	Yes	12
Silver State Relief LLC (Sparks)	Land/Building	Yes	12
Silver State Relief LLC (Fernley)	Land/Building	Yes	12
63353 Bend, LLC	Land/Building	Yes	5
20727-4 Bend, LLC	Land/Building	Yes	5
20727-5 Bend, 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	$	1,458,192
One to five years		5,585,477
Greater than five years		9,500,200
Total undiscounted lease liabilities at October 31, 2021	$	16,543,869
Lease liabilities included in the statement of financial position		****
Current	$	499,731
Non-current		9,307,292
Balance, October 31, 2021 ****	$	9,807,023
Amounts recognized in the statement of operations		****
Interest on lease liabilities	$	749,094
Total cash outflow for leases	$	1,071,144
p.11
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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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LEASE LIABILITIES AND RIGHT-OF-USE ASSETS (continued)

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

Cost
Balance, January 31, 2020	$	6,122,957
Right-of-use additions		7,263,368
Classified as held for sale		(832,736	)
Disposal*		(899,398	)
Balance, January 31, 2021 and October 31, 2021	$	11,654,191
Accumulated Amortization
Balance, January 31, 2020	$	(1,462,269	)
Disposal*		554,631
Classified as held for sale		299,687
Amortization expense		(1,280,652	)
Balance, January 31, 2021		(1,888,603	)
Amortization expense		(701,539	)
Balance, October 31, 2021	$	(2,590,142	)
Carrying Amount, January 31, 2021	$	9,765,588
Carrying Amount, October 31, 2021	$	9,064,049

*During the year ended January 31, 2021, the Company terminated a lease resulting in an adjustment on disposal to lease liabilities of $400,961 and ROU assets cost of $899,398 and accumulated amortization of $554,631. A gain on disposal of $56,194 was recognized representing the excess of the lease liability above the right of use asset. The gain has been recorded in other income on the consolidated statement of loss and comprehensive loss.

Total depreciation expense on right-of-use assets for the three and nine months ended October 31, 2021 was $233,847 and $701,539, respectively (three and nine months ended October 31, 2020 - $258,806 and $1,056,341, respectively). Of the total expense, $447,626 was allocated to inventory (2020 - $525,886).

During the nine months ended October 31, 2021, the Company completed the sale of right-of-use assets classified as held for sale.

LONG-TERM DEBT

****		Mortgage on building			Equipment and Vehicle loans			Total
Balance, January 31, 2020	$	496,384		$	123,952		$	620,336
Interest		21,933			20,975			42,908
Payments		(45,551	)		(74,363	)		(119,914	)
Balance, January 31, 2021	$	472,766		$	70,564		$	543,330
Interest		15,740			3,266			19,006
Payments		(32,419	)		(59,075	)		(91,494	)
Balance, October 31, 2021	$	456,087		$	14,755		$	470,842
Current portion	$	25,550		$	9,312		$	34,862
Non-current portion	$	430,537		$	5,443		$	435,980

The mortgage on building is a 20-year mortgage that began on February 1, 2015 and matures on January 1, 2035. The mortgage bears interest at a fixed rate of 4.5% with payments made monthly. The equipment and vehicle loans consist of three loans with maturity on May 15, 2023 and interest rates ranging from 5.59% to 5.79% with payments made monthly.

p.12
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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CONVERTIBLE DEBENTURES AND PROMISSORY NOTES

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, 2020	$	2,149,389		$	4,717,866		$	6,867,255
New issuances		1,680,922			3,786,930			5,467,852
Conversions		(4,140,182	)		(8,799,219	)		(12,939,401	)
Interest		191,223			410,755			601,978
Accretion expense		142,632			129,968			272,600
Interest paid - cash		(255,658	)		(544,038	)		(799,696	)
Foreign exchange loss		231,674			297,738			529,412
Balance, January 31, 2021 and October 31, 2021	$	-		$	-		$	-

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, 2020	$	1,136,065	$	175,000		$	1,069,041		$	2,380,106
Payment		-		(175,000	)		-			(175,000	)
Interest		48,732		-			100,275			149,007
Accretion expense		83,352		-			-			83,352
Balance, January 31, 2021	$	1,268,149	$	-		$	1,169,316		$	2,437,465
Payment		-		-			(1,210,000	)		(1,210,000	)
Interest		17,709		-			40,684			58,393
Accretion expense		31,836		-			-			31,836
Balance, October 31, 2021	$	1,317,694	$	-		$	-		$	1,317,694
Current portion	$	1,317,694	$	-		$	-		$	1,317,694
Non-current portion	$	-	$	-		$	-		$	-

On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes were convertible at $1.00 per share. The convertible promissory notes accrue interest at a rate of 4% per annum, compounded annually and were fully due and payable on June 13, 2021. The promissory notes were not paid on their maturity date due to an ongoing legal dispute between the Company and certain holders. As of the date of these interim financial statements, no repayments have been made in connection with the June 13, 2018 issuance.

On February 7, 2019, one vendor converted their portion of the convertible promissory note of $660,647 to 977,479 common shares. On issuance, the Company determined the conversion feature was a derivative liability. The fair value of the conversion feature as at October 31, 2021 was $nil (January 31, 2021 - $308,364).

p.13
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (continued)

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 was convertible into 35,000 common shares of the Company at a conversion price of C$5.00 per conversion share and could 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 fair value of the conversion feature as at October 31, 2021 was $nil (January 31, 2021 - $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 15).

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 accrued interest at 10% per annum compounded annually and payable at maturity. The holder of the note could accelerate payment to the first anniversary date of the note and therefore this was classified as a current liability. The note was convertible into common shares of the Company at a conversion price of $1.56 per share and could be converted at the maturity date. On May 23, 2021, the Company repaid the principal of $1,000,000 and accrued interest of $210,000.

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

Promissory notes payable
****		January 1, 2019			Total
		issuance
Balance, January 31, 2020	$	21,200,000		$	21,200,000
Payments		(7,013,333	)		(7,013,333	)
Balance, January 31, 2021		14,186,667			14,186,667
Payments		(4,560,000	)		(4,560,000	)
Balance, October 31, 2021	$	9,626,667		$	9,626,667
Current portion	$	6,080,000		$	6,080,000
Non-current portion	$	3,546,667		$	3,546,667

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 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.

p.14
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (continued)

On November 19, 2020, the Company announced agreement with Mr. Newman that the remaining $15,200,000 principal outstanding on his senior secured note, due to mature on January 1, 2021, has been amended with lower monthly payments amortized over a 30-month period. Commencing December 1, 2020, the monthly payments will be $506,667 plus interest. The interest rate at 9.5% is unchanged.

During the three and nine months ended October 31, 2021, interest expense was $242,645 and $826,575, respectively (three and nine months ended October 31, 2020 - $384,164 and $1,281,381). Interest paid during the three and nine months ended October 31, 2021 was $254,909 and $864,120, respectively (three and nine months ended October 31, 2020 - $411,462 and $1,345,616, respectively).

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, 2020	$	3,699,152
Fair value adjustment on derivative liabilities		5,731,839
Balance, January 31, 2021	$	9,430,991
Fair value adjustment on derivative liabilities		(7,776,957	)
Effect of foreign exchange		401,193
Balance, October 31, 2021	$	2,055,227

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. At October 31, 2021, the derivative liability was valued at $694,793 (January 31, 2021 - $3,919,631).

On November 4, 2021, the Company reached a settlement with the Phantom Farms vendors and delivered 1,300,000 common shares in exchange for the vendors' entitlement to receive the 'earn out' shares.

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. At October 31, 2021, the derivative liability was valued at $1,360,434 (January 31, 2021 - $5,511,360).

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

****	October 31,	July 31,	April 30,	January 31,	May 24,
	2021	2021	2021	2021	2019
Discount rate	0.64%	0.33%	0.26%	0.30%	2.50%
Expected life in years	3.75	4.69	5.07	5.34	7.00
Expected stock volatility	80%	80%	80%	80%	100%
Expected volatility of foreign exchange	7.65%	6.68%	5.29%	5.29%	5.29%
p.15
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C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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SHARE CAPITAL AND OTHER 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, 2020 to October 31, 2021:

	Number of Shares		Amount
Balance, January 31, 2020	89,388,639	$	76,028,268
Shares issued - acquisition of Phantom Farms (i)	7,132,042		2,582,903
Shares issued - Megawood (ii)	95,849		38,415
Shares issued - option exercises (iii)	200,000		197,708
Shares issued - conversion of debentures (iv)	19,764,694		12,939,401
Shares issued - Swell commitment (v)	456,862		429,582
Shares issued - EFF commitment (vi)	19,774		21,371
Balance, January 31, 2021	117,057,860		92,237,648
Shares issued - exercise of Phantom Farms warrants (vii)	456,100		750,750
Shares issued - EFF commitment (viii)	19,774		21,787
Shares issued - Guaranteed warrants (ix)	1,214,080		1,389,192
Balance, October 31, 2021	118,747,814	$	94,399,377

(i) On February 19, 2020, the Company amended the terms of the purchase of Phantom Farms, including SDP. The amended 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.

(ii) 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 12).

(iii) On October 15, 2020, the Company issued 200,000 shares upon the exercise of stock options and as a result, $98,758 was reclassified from share-based compensation reserve to share capital.

(iv) During the year ended January 31, 2021 the Company issued 19,764,694 shares upon the conversion of debentures.

(v) On November 23, 2020, the Company issued 456,862 common shares to Swell as part of the purchase agreement dated May 23, 2019 as final settlement of the Company's commitment to issue shares.

(vi) On December 30, 2020, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

(vii) On February 4, 2021 the Company issued 456,100 shares upon the exercise of Phantom Farm warrants.

(viii) On April 5, 2021, the Company issued 19,774 common shares to the vendors of EFF for a partial settlement of the Company's commitment to issue shares.

(ix) On June 17, 2021, the company issued 1,214,080 common shares pursuant to the cashless exercise of 4,160,000 warrants.

p.16
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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SHARE CAPITAL AND OTHER RESERVES (continued)

Commitment to issue shares

The Company issued a promissory note payable to deliver 2,142,141 shares to the vendors of EFF at any time after October 15, 2018. As at October 31, 2021 the Company has a remaining commitment to deliver 793,093 shares.

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, 2020	5,694,746		1.66	0.74
Issued	6,200,000		1.00
Balance, January 31, 2021	11,894,746		1.32	1.96
Exercised	(4,616,100	)	1.05
Expired	(4,038,646	)	1.73
Balance, October 31, 2021	3,240,000		1.18	2.35

As at October 31, 2021, the following warrants were outstanding and exercisable:

Expiry Date	Exercise Price <br>- C$ -	Number of Warrants
December 31, 2023	1.00	632,400
January 30, 2024	1.00	1,407,600
May 24, 2024	1.50	1,200,000
		3,240,000

On May 28, 2020, the Company extended the expiry date of 2,794,746 warrants with an exercise price of C$1.83, from May 29, 2020 to May 29, 2021, with all other terms the same. These warrants expired unexercised on May 29, 2021.

On February 4, 2021, 456,100 warrants with an exercise price of $1.17 (C$1.50) were exercised to purchase 456,100 common shares of the Company for proceeds of $533,326. Of the warrants exercised, 426,100 were exercised by a Director of the Company. On the same date, 1,243,900 warrants expired unexercised.

On June 17, 2021, 4,160,000 warrants were exercised on a cashless basis for 1,214,080 common shares of the Company.

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.

p.17
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
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SHARE CAPITAL AND OTHER RESERVES (continued)

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

Options outstanding and exercisable
****	Options outstanding		Weighted average exercise price <br>- C$ -	Weighted averageremaining life (years)
Balance, January 31, 2020	3,255,000		1.78	2.18
Granted	4,055,000		0.73
Exercised	(200,000	)	0.65
Expired/Cancelled	(145,000	)	0.71
Balance, January 31, 2021	6,965,000		1.22	2.05
Expired	(1,350,000	)	2.80
Balance October 31, 2021	5,615,000		0.84	1.70

As at October 31, 2021, the following stock options were outstanding and exercisable:

Expiry Date	Exercise Price-C$ -	October 31, 2021 Outstanding	October 31, 2021Exercisable
February 5, 2022	1.11	460,000	460,000
October 9, 2022	1.38	500,000	500,000
January 24, 2023	0.80	100,000	100,000
August 17, 2023	0.70	3,905,000	2,603,333
January 28, 2024	1.50	150,000	50,000
October 9, 2024	1.00	500,000	500,000
****		5,615,000	4,213,333

During the three and nine months ended October 31, 2021, the Company recorded share-based compensation expense of $67,396 and $321,567, respectively (three and nine months ended October 31, 2020 - $334,307and $397,108, respectively). The fair value of stock options was calculated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:

	2021	2020
Risk-free rate	0.19%	0.19%
Expected life of options	3 years	3 years
Annualized volatility	80%	80%
Dividend rate	0%	0%
p.18
---
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
---

GENERAL AND ADMINISTRATIVE EXPENSE

General and administration expenses for the three and nine months ended October 31, 2021 and 2020 were comprised of the following:

****	Three months ended <br>October 31,		Nine months ended <br>October 31,
	2021	2020	2021	2020
	-$-	-$-	-$-	-$-
Salaries and wages	724,403	898,631	2,339,251	2,325,873
Professional fees and consulting	257,904	183,672	537,706	478,738
Accounting and legal	251,006	144,271	489,543	423,718
Travel and entertainment	31,427	20,101	71,602	84,072
License fees, taxes and insurance	456,762	331,454	1,426,867	1,221,130
Office facilities and administrative	82,805	50,483	233,860	297,761
Shareholder communications	5,497	-	22,124	-
Other	53,837	75,074	208,073	231,493
	1,863,641	1,703,686	5,329,026	5,062,785

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, and gross margin as the primary indicators of segment performance.

Segmented operational activity and balances are as follows:

For the nine months ended <br>October 31, 2021		Oregon			Nevada			Corporate			Consolidated
Total revenue	$	954,175		$	25,328,410		$	-		$	26,282,585
Gross profit (loss)		(639,652	)		14,408,884			-			13,769,232
Operating expenses:
General and administration		(276,956	)		(2,902,741	)		(2,149,329	)		(5,329,026	)
Sales, marketing, and promotion		(59,519	)		(35,131	)		(25,025	)		(119,675	)
Depreciation and amortization		(164,664	)		(1,205,807	)		(3,065	)		(1,373,536	)
Share-based compensation		-			-			(321,567	)		(321,567	)
Gain on the sale of assets		375,912			-			-			375,912
Interest, accretion, and other		14,399			(279,017	)		6,915,349			6,650,731
Income (loss) before income taxes	$	(750,480	)	$	9,986,188		$	4,416,363		$	13,652,071
As at October 31, 2021
Assets	$	6,566,162		$	28,259,187		$	30,930,987		$	65,756,336
Liabilities	$	1,573,996		$	13,023,968		$	14,210,714		$	28,808,678
For the nine months ended<br>October 31, 2020		Oregon			Nevada			Corporate			Consolidated
---	---	---	---	---	---	---	---	---	---	---	---	---
Total revenue	$	2,326,285		$	24,655,017		$	-		$	26,981,302
Gross profit		234,149			12,894,473			-			13,128,622
Operating expenses		(2,108,221	)		(3,974,530	)		(2,543,545	)		(8,626,296	)
Acquisition reorganization costs		(1,204,740	)		-			-			(1,204,740	)
Interest, accretion, and other		(8,325	)		(39,874	)		(1,325,541	)		(1,373,740	)
Income (loss) before income taxes	$	(3,087,137	)	$	8,880,069		$	(3,869,086	)	$	1,923,846
As at January 31, 2021
Assets	$	9,206,964		$	26,178,106		$	33,424,439		$	68,809,509
Liabilities	$	2,635,899		$	9,696,697		$	31,138,412		$	43,471,008
p.19
---
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
---

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Supplemental and non-cash transactions during the nine months ended October 31, 2021

There were interest payments of $1,632,220.
Incomes taxes paid in the period totaled $3,145,893. Of total income taxes paid, $261,893 pertained to amounts due in connection with amended returns filed for the year ended January 31, 2020 and $2,884,000 pertained to payments made for the year ended January 31, 2021.
The Company issued 19,774 common shares valued at $21,787 to the vendors of EFF for a partial settlement of the commitment to issue shares.

Supplemental and non-cash transactions during the nine months ended October 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 purchase of two parcels of land from SDP Development
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.

TAXATION

The Company reconciles the expected tax expense at the U.S. statutory tax rate of 21% to the amount recognized in the interim condensed statements of income and comprehensive income.

As the Company operates in the cannabis industry in the United States, it 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. Additionally, the State of Nevada does not assess income tax and therefore no income tax provision for Nevada has been calculated.

COMMITMENTS

The Company and its subsidiaries are committed to payments on to third parties on long-term debt and for right-of-use assets with related parties for land, office space, and equipment in Nevada and Oregon. At October 31, 2021, the Company has the following future minimum payments:

		Third Parties		Related Parties		Total
2022	$	13,866	$	360,048	$	373,914
2023		55,465		1,467,282		1,522,747
2024		48,855		1,504,455		1,553,310
2025		45,551		1,314,551		1,360,102
2026		45,551		1,353,987		1,399,538
Thereafter		413,752		10,543,544		10,957,296
	$	623,040	$	16,543,867	$	17,166,907
p.20
---
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
---

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 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 October 31, 2021, 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:

****		October 31, 2021		January 31, 2021
Financial assets at amortized cost ^(1)^	$	3,563,235	$	6,494,793
Financial liabilities at amortized cost ^(2)^	$	26,753,451	$	29,977,530
Financial liabilities at fair value through profit or loss ^(3)^	$	2,055,227	$	9,430,991

(1) Includes cash, restricted cash and receivables

(2) Includes accounts payable and accrued liabilities, promissory note, convertible promissory note, income taxes payable, lease liabilities, long-term debt, and reclamation obligation

(3) Includes derivative liability

p.21
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
---

FINANCIAL RISK MANAGEMENT (continued)

The following table represents the Company's financial assets and liabilities at estimated fair value on a recurring basis as at October 31, 2021.

	Level 1	Level 2	Level 3	October 31, 2021
	-$-	-$-	-$-	-$-
Financial assets:	****		****
Cash	3,278,993	-	-	3,278,993
Restricted cash	50,479	-	-	50,479
Receivables	233,763	-	-	233,763
Financial liabilities	****		****
Accounts payable and accrued liabilities	2,965,462	-	-	2,965,462
Income taxes payable	2,508,835	-	-	2,508,835
Promissory note	9,626,667	-	-	9,626,667
Convertible promissory note	1,317,694	-	-	1,317,694
Lease liabilities	9,807,023	-	-	9,807,023
Debt	470,842	-	-	470,842
Derivative liability	-	-	2,055,227	2,055,227
Reclamation obligation	56,928	-	-	56,928

The following table represents the Company's financial assets and liabilities at estimated fair value on a recurring basis as at January 31, 2021.

	Level 1	Level 2	Level 3	January 31, 2021
	-$-	-$-	--	--
Financial assets:	****
Cash	6,237,182	-	-	6,237,182
Restricted cash	47,739	-	-	47,739
Receivables	209,872	-	-	209,872
Financial liabilities	****
Accounts payable and accrued liabilities	2,680,996	-	-	2,680,996
Income taxes payable	3,378,299	-	-	3,378,299
Promissory note	14,186,667	-	-	14,186,667
Convertible promissory note	2,437,465	-	-	2,437,465
Lease liabilities	10,129,072	-	-	10,129,072
Debt	543,330	-	-	543,330
Derivative liability	-	-	(9,430,991	(9,430,991
Reclamation obligation	55,008	-	-	55,008

All values are in US Dollars.

The following table summarizes the valuation methods and significant unobservable inputs in the fair value measurement of significant level 3 financial instruments

Financial asset/<br><br> <br>Financial liability	Valuation method	Significant unobservable inputs	Relationship of unobservable inputs to fair value
Derivative liability	Monte Carlo simulation model	Company's shares volatility	Increase or decrease of volatility results in increase or decrease of fair value
p.22
---
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
---

FINANCIAL RISK MANAGEMENT (continued)

The following table summarizes the maturity of the Company's financial liabilities at October 31, 2021:

Maturity analysis of financial liabilities		Total		Within1 year		1 - 5 years		Greater than 5 years
Accounts payable and accrued liabilities	$	2,965,462	$	2,965,462	$	-	$	-
Promissory notes payable		9,626,667		6,080,000		3,546,667		-
Convertible promissory note		1,317,694		1,317,694		-		-
Long-term debt		470,842		34,862		119,967		316,013
Lease liabilities		9,807,023		499,731		2,132,544		7,174,748
Total	$	24,187,688	$	10,897,749	$	5,799,178	$	7,490,761

RELATED PARTY TRANSACTIONS

Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at October 31, 2021 and January 31, 2021:

****		October 31, 2021		January 31, 2021
Due to the President and CEO	$	9,704,339	$	14,369,004
Lease liabilities due to a company controlled by the CEO		9,348,954		9,539,744
Lease liabilities due to SDP Development		458,069		589,328
Due to the CFO of the Company		-		527
	$	19,511,362	$	24,498,603

The Company had the following transactions with related parties during the three and nine months ended October 31, 2021 and 2020:

****	Three months ended <br>October 31,		Nine months ended <br>October 31,
	2021	2020	2021	2020
	-$-	-$-	-$-	-$-
Consulting fees paid to a director	60,000	-	180,000	-
Amounts paid to CEO or companies controlled by CEO	2,128,755	2,701,796	6,545,084	8,038,995
Salary paid to directors and officers	104,118	140,253	402,055	372,307
Share-based compensation including warrants and stock options for directors and officers	43,425	-	229,364	-
Note and interest payments to related party	-	-	-	8,879
Lease payments made to SDP Development	57,048	57,048	171,144	171,144
	2,393,346	2,899,097	7,527,647	8,591,325

On February 12, 2020, the Company amended the purchase agreement with SDP Development, of which a Director of the Company is a principal owner. The Company had agreed on February 4, 2019 to purchase SDP Development on October 15, 2020, which owned six real estate properties that were leased in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 shares at $3.00 per common share.

p.23
C21 INVESTMENTS INC.<br>NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<br>For the three and nine months ended October 31, 2021 and 2020<br>(Expressed in U.S. dollars, except as noted) - Unaudited
---

RELATED PARTY TRANSACTIONS (continued)

On February 12, 2020, the parties agreed to the following modified terms: the Company purchased the two Southern Oregon farms from SDP Development constituting over 60 acres of real property housing the two outdoor cannabis cultivation facilities totaling 80,000 square feet of canopy, rent reduction on the three Phantom properties in Central Oregon, and a release from the obligation to purchase the sixth property in Southern Oregon. In exchange, the SDP vendors received 7,132,041 common shares of the Company with a fair value of $2,582,903. The consideration exceeded the fair market value of the land acquired and as a result, the Company recorded acquisition reorganization costs of $1,204,740. The Company has three remaining leases with SDP Development.

On November 16, 2020, the Company amended the terms of the three Nevada leases with Double G Holdings (a Company controlled by the Company's President and CEO). The term of the two dispensary leases and the warehouse lease was extended to November 30, 2027 with a right to extend for a further five years and with an annual increase to the base rent of 3% commencing January 1, 2022.

During the nine months ended October 31, 2021, 426,100 warrants were exercised by a Director of the Company for 426,100 shares. The warrants had an exercise price of C$1.50 and proceeds totaled $498,246 (C$639,150).

SUBSEQUENT EVENTS

On November 18, 2021, the Company announced that it had reached an agreement with the vendors of Phantom Farms to extinguish the 4,500,000 'earn out' shares in exchange for 1,300,000 common shares of C21. The shares will be delivered once the Company obtains all necessary shareholder information. The agreement will eliminate the impact and volatility of derivative liabilities associated with the Phantom earn-out shares.

p.24

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

C21 INVESTMENTS INC.

Management's Discussion and Analysis
For the three and nine months ended October 31, 2021
(Expressed in U.S. Dollars)

GENERAL

This Management's Discussion and Analysis ("MDA") is prepared as of December 16, 2021, and covers the operations of C21 Investments Inc. ("C21" or the "Company" or "we") and its wholly owned subsidiaries for the three and nine months ended October 31, 2021. This MDA should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements and accompanying notes for the three and nine months ended October 31, 2021. 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 OTCQX Best Market 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

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, 2021 and 2020 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, including ongoing variants, and its impact on the economic environment remains 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.

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.

p. 2

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.

Strategic Focus and Growth

Our flagship operations in Sparks and Fernley, Nevada under the Silver State Relief brand, continue their strong financial performance generating healthy cash flow and satisfied customers.

The Company previously optimized our Oregon operations by shedding non-core assets, consolidating production, processing, and wholesale operations, and placing the remaining Oregon assets into management agreements to eliminate costs and facilitate future sale agreements.

The Company previously strengthened our financial position by:

Terming out the remaining balance on the $30 million secured promissory note for a period of 30 months; and
Entering into a debenture backstop agreement, relieving the Company of the obligation to repay the outstanding convertible debentures totaling $6.6 million due on December 31, 2020 and January 30, 2021, which resulted in substantially all the outstanding convertible debentures converting into common shares.

The Company's current strategic initiatives include extending our Nevada retail footprint where we have a proven track record of success, targeting $100 million of annual revenue, continuing our disciplined approach to growth and financing, and internally producing product to expand our Nevada retail footprint, which includes the ongoing expansion of our Nevada cultivation operations.

The Nevada cultivation expansion continues with Phase 1 of the expansion now complete at a cost of $2.4m. The first harvest from the new rooms took place in October 2021. This generated an 18% increase in yields over historic levels depending on the strain of flower. Based on significant yield improvements witnessed in the new grow rooms, C21 will retrofit lighting in its original grow rooms ahead of Phase 2 of the expansion. The retrofit will begin in January 2022. After completion of the lighting retrofit we will produce approximately twice as much high grade flower relative to pre-expansion levels.

p. 3

Financial Highlights

Select data for C21		Quarters ending
		31-Oct-21			31-Jul-21			30-Apr-21			Jan 31, 2021			31-Oct-20			31-Jul-20			30-Apr-20
Revenue	$	8,156,586		$	8,975,731		$	9,150,268		$	9,145,984		$	9,469,199		$	9,366,279		$	8,145,824
Cash SG&A expenses		1,903,729			1,794,836			1,750,136			1,947,934			1,725,322			1,623,573			1,841,392
Net income (loss)		3,349,585			3,654,832			4,371,225			(6,581,640	)		2,303,069			(38,183	)		(1,789,263	)
Income from operations		1,978,275			2,188,189			2,458,964			3,019,987			2,225,729			1,747,223			594,602
Adjusted EBITDA *		2,006,365			3,275,465			3,069,193			3,356,405			3,067,952			3,511,977			1,304,968
Cash		3,278,993			4,206,916			6,124,016			6,237,182			3,402,871			2,709,090			1,314,632
Working capital deficit		(1,247,898	)		(1,290,702	)		(342,356	)		(144,720	)		(24,335,811	)		(27,404,766	)		(26,888,165	)

*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 above is unlikely to be comparable to similar measures presented by other issuers. See "Non-IFRS measures" below for additional information. See further discussion below on page 6.

Sequential Revenue for Q3 is down 9.1% with Nevada sales lower by 7.6%. The State of Nevada public records indicate that cannabis sales in the State fell 20.9% between April 2021 and September 2021 (latest records available). This is believed to be due to more distributed customer discretionary spending while pandemic restrictions and stimulus eased.

Cash SG&A expenses are selling, general and administration expenses, but exclude the non-cash costs of depreciation/amortization and share based compensation.

Net income for the period of $3.3 million, impacted by non-cash items, the largest is the change in fair value of derivative liabilities, which was a gain of $2.4 million for the quarter, discussed below.

Cash balance fell due to catch-up payment of corporate income taxes, slight decrease in the working capital deficit in the quarter to $1.25m from $1.29m.

Summary of Quarterly results

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

SUMMARY OF QUARTERLY RESULTS
		31-Oct-21			31-Jul-21			30-Apr-21			31-Jan-21
Total assets	$	65,756,336		$	66,535,211		$	67,918,505		$	68,809,509
Working capital (deficiency)	$	(1,247,898	)	$	(1,290,702	)	$	(342,356	)	$	(144,720	)
Shareholders' equity (deficiency)	$	36,947,658		$	33,502,625		$	30,149,704		$	25,338,501
Revenue	$	8,156,586		$	8,975,731		$	9,150,268		$	9,145,984
Net income (loss)	$	3,349,585		$	3,654,832		$	4,371,225		$	(6,581,640	)
Net income (loss) per share		0.03			0.03			0.03			(0.06	)
		31-Oct-20			31-Jul-20			30-Apr-20			31-Jan-20
Total assets	$	59,984,843		$	60,473,493		$	59,920,690		$	61,450,085
Working capital (deficiency)	$	(24,335,811	)	$	(27,404,766	)	$	(27,125,130	)	$	(26,954,549	)
Shareholders' equity (deficiency)	$	17,416,199		$	14,932,563		$	14,576,831		$	13,579,554
Revenue	$	9,469,199		$	9,366,279		$	8,145,824		$	9,512,225
Net income (loss)	$	2,303,069		$	(38,183	)	$	(1,789,263	)	$	(21,307,833	)
Net income (loss) per share		0.01			(0.00	)		(0.02	)		(0.43	)
p. 4
---

Financial Highlights

Summary derived from the Interim Condensed Consolidated Financial Statements

PROFIT AND LOSS		3 months ended Oct 31,						9 months ended Oct 31,
		2021			2020			2021			2020
Revenue	$	8,156,586		$	9,469,199		$	26,282,585		$	26,981,302
Inventory expensed to cost of sales		4,653,131			4,977,401			13,635,757			14,823,266
Net FV adjustments		(890,784	)		(1,394,419	)		(1,122,404	)		(970,586	)
Gross profit		4,394,239			5,886,217			13,769,232			13,128,622
		54%			62%			52%			49%
Expenses
General and administration		1,863,641			1,703,686			5,329,026			5,062,785
Sales, marketing, and promotion		40,088			21,636			119,675			127,502
Depreciation and amortization		444,839			557,985			1,373,536			1,653,979
Inventory impairment		-			1,042,874			-			1,384,922
Share based compensation		67,396			334,307			321,567			397,108
Total expenses		2,415,964			3,660,488			7,143,804			8,626,296
Income from operations		1,978,275			2,225,729			6,625,428			4,502,326
Other items
Interest expense		(357,006	)		(103,342	)		(1,186,486	)		(1,490,956	)
Accretion expense		-			(96,839	)		(31,836	)		(291,110	)
Other Income (loss)		(33,082	)		-			92,096			-
Acquisition reorganization costs		-			232,715			-			264,304
Gain on sale of assets		-			(116,881	)		375,912			(1,325,520	)
Change in fair value of derivative liabilities		2,392,020			-			7,776,957			264,802
Income (loss) before income taxes		3,980,207			2,141,382			13,652,071			1,923,846
Current income tax expense		(630,622	)		161,687			(2,276,429	)		(1,448,223	)
Net income (loss)	$	3,349,585			2,303,069			11,375,642			475,623

"Revenue" in the quarter ending October 31, 2021 was down 14% versus prior year Q3, due to a drop in revenue in both Oregon and Nevada operations; Nevada revenues fell by 12%. For the nine months ended October 31, 2021, Revenues are down 2.6% over the prior year, with Nevada revenues YTD October 31, 2021 increasing by 2.7% over the prior year.

"Gross profit" fell in the current quarter to 54% versus 62% or the prior year Q3 due to FV adjustments. Year to date nine months to October 31, 2021, gross profit has risen to 52% from 49% over the prior year.

Expenses

"General and administration" expenses increased to $1,863,641 (versus prior year Q3 - $1,703,686). The largest item included in this category are Salaries and wages, which fell ($724,403 vs $820,676). Offsetting this is one-time spending on professional fees of $229,069 which were incurred and written off in the quarter.

"Depreciation and amortization" include provisions for fixed assets, intangibles, and amortization of right-of-use assets (leases of buildings, warehouses, and offices). The total depreciation and amortization during Q3 is $698,778, of which $444,839 is included in expenses, with the remainder of $253,939 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.

p. 5

"Interest expenses" increased from $103,342 in the prior year Q3 to $357,006 in the current Q3. This reflects the effect of two short term liabilities being repaid over the past 12 months offset by adjustments made in prior year Q3. A Promissory note bearing interest at 9.5% has been paid down from $15,800,000 to $9,626,667 in the past 12 months. Convertible debentures outstanding at prior year Q3 of $6,574,107 and bearing interest at 10% per annum were all converted to common shares or repaid just prior to January 31, 2021.

"Change in fair value of derivative liabilities" is a periodic revaluation of the earn out shares outstanding to vendors of businesses purchased by the Company. These earn out shares are revalued using a Monte Carlo simulation. The fair value of this liability will increase with an increase in the stock price of the Company and vice-versa. The change in fair value must be recorded through the Companies profit or loss statement. As a result, a share price decrease period over period, will result in a gain, and an increase in net income. The change in fair value of $2.4m in Q3 and $7.8m YTD is due to a fall in the company's share price since January 31, 2021.

"Current income tax expense" is US federal tax of 21% levied on earnings and subject to Section 280e, which denies the deduction of most expenses, other than cost of goods sold. Comparative figures for periods ending October 31, 2020 reflect an adjustment for over accrual from the prior year.

"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).

Non-IFRS Measures

Adjusted EBITDA

"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 its management believes it is a useful measure for investors when assessing and considering the Company's 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 similar companies. "Adjusted EBITDA" is not a measure of performance calculated in accordance with IFRS, and this metric 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 the Company's ability to fund its cash needs. Figures have been restated to match current presentation.

Adjusted EBITDA below has been restated to more align with other issuers in the industry. This includes a broader disclosure of the costs making up this calculation to enable users to compare performance. Interest expense includes interest costs arising from IFRS recording of Right of Use (ROU) assets and totals for the 3 months ended October 31, 2021- $98,622 and October 31, 2020- $34,549; and 9 months ending October 31, 2021 - $297,868 and October 31, 2020- $79,046. These have not been adjusted in this calculation below. One-time spending on professional fees (Special projects) of $229,069 were incurred and written off in the current quarter and have been added back for purposes of adjusted EBITDA.

p. 6
ADJUSTED EBITDA (with historical periods restated)
---	---	---	---	---	---	---	---	---	---	---	---	---
		Three months ended Oct 31						Nine months ended Oct 31
		2021			2020			2021			2020
Income from operations	$	1,978,275		$	2,225,729		$	6,625,428		$	4,502,326
Net impact, fair value on biological assets		(890,784	)		(1,394,419	)		(1,122,404	)		(970,586	)
Depreciation and amortization		444,839			557,985			1,373,536			1,653,979
Depreciation & amortization included in COGS		106,686			52,044			264,958			175,157
ROU amortization & interest included in COGS		299,953			325,838			887,938			741,991
Share based compensation		67,396			334,307			321,567			397,108
One-time Special project costs		229,069			-			229,069			-
Inventory impairment		-			1,042,874			-			1,384,922
Adjusted EBITDA	$	2,235,434		$	3,144,358		$	8,580,092		$	7,884,897

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 104,075 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 facility commenced in 2015 and was completed with production capacity of approximately 5,000 pounds of biomass (3,450 pounds of flower and 1,550 pounds of trim) which was primarily sold within the Company's Silver State Relief dispensaries. This years' expansion of the facility completed in October 2021 has added a further 3,750 pounds of biomass. A retrofit of the lighting in the original grow rooms slated to begin in January 2022 will add another 1,500 pounds of biomass.

Almost all this production is sold through the two Silver State dispensaries. Excess production is sold into the wholesale market. Wholesale sales amounted to $0.6 million in sales during the year ended January 31, 2021.

Silver State had total sales of $33.5 million during the year ended January 31,2021. 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.

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 415,000 recreational and medical cannabis customers during the nine months ended October 31, 2021 (prior year 401,000), with over 700 SKUs in each store.

Consistent quality, market-leading pricing, and superior customer service translate to industry-leading sales per square foot ($9,315/sq. ft. for the nine months ending October 31, 2021). Likewise, because of its substantial purchasing leverage, Silver State consistently offers customers among the lowest prices within the state.

The Sparks dispensary captured 15.6% of Washoe County, Nevada sales during the six months to September 30, 2021 (the latest available data from the State of Nevada). The two dispensaries captured 3.1% of Nevada cannabis sales during the same period.

p. 7

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 (Sales $000/day).

		Year ended Jan 31, 2022						Year ended January 31, 2021
		Q3		Q2		Q1		Q4		Q3		Q2		Q1		Q4
$/transaction	$	59.4	$	59.9	$	61.5	$	59.7	$	57.2	$	63.3	$	61.7	$	47.3
Sales $000/day	$	85.5	$	91.4	$	98.6	$	95.2	$	96.5		92.7	$	76.8	$	87.4

The current drop in our sales metrics since April 2021 is consistent with industry trends; the State of Nevada has reported a 20.9% drop in cannabis sales from April to September 2021 (the last month for which data is available), and other Western USA states have seen similar drops. This reflects more distributed customer discretionary spending while pandemic restrictions and stimulus eased.

With the delivery only pandemic restrictions starting in mid-March 2020, 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 receded. Pandemic restrictions have ended in the dispensaries, except a requirement to wear a mask if staff or customers are not vaccinated.

Currently, delivery and curbside pick-up account for about 21% of transactions and 25% of revenue.

We can see the Nevada dispensary record daily sales for Q1 this year of $98,600/day and a monthly sales record in March 2021 of $102,300/day. Sales and transactions fell in Q2 and Q3 which is consistent with the Nevada government statistics discussed above.

NEVADA Income from
operations and EBITDA		Q3		Q2		Q1		Q4		Q3		Q2		Q1
		31-Oct-21		31-Jul-21		30-Apr-21		31-Jan-21		31-Oct-20		31-Jul-20		30-Apr-20
Revenue	$	7,938,188		8,592,872		8,797,350		8,811,046		8,994,301		8,547,532		7,113,184
Cost of Sales		3,837,958		4,247,586		3,981,627		4,244,900		4,061,728		3,901,953		4,213,746
Gross Margin before undernoted		4,100,230		4,345,286		4,815,723		4,566,146		4,932,573		4,645,579		2,899,438
		52	%	51	%	55	%	52	%	55	%	54	%	41	%
Realized fair value adj. biological assets		764,474		746,050		1,179,663		1,963,444		1,443,865		3,297,236		1,236,276
Unrealized fair value adj. biological assets		(1,429,004	)	(766,965	)	(1,641,861	)	(2,437,330	)	(1,952,984	)	(2,698,117	)	(1,743,159	)
Gross profit		4,764,760		4,366,201		5,277,921		5,040,032		5,441,692		4,046,460		3,406,321
		60	%	51	%	60	%	57	%	61	%	47	%	48	%
Expenses
General and administration		938,337		1,016,288		948,115		934,536		916,937		940,356		714,680
Sales, marketing, and promotion		7,339		11,795		15,997		27,741		21,628		29,989		57,339
Depreciation and amortization		401,819		402,066		401,922		373,738		429,099		431,124		433,378
Total expenses		1,347,495		1,430,149		1,366,034		1,336,015		1,367,664		1,401,469		1,205,397
Income from operations		3,417,265		2,936,052		3,911,887		3,704,017		4,074,028		2,644,991		2,200,924
		43	%	34	%	44	%	42	%	45	%	31	%	31	%
Add back - Depreciation and amortization		401,819		402,066		401,922		373,738		429,099		431,124		433,378
NEVADA EBITDA		3,819,084		3,338,118		4,313,809		4,077,755		4,503,127		3,076,115		2,634,302

Above is derived from the quarterly segmented reporting, a summary of the last seven quarters for Nevada operations. Consistent profitability is seen with the Gross Profit and Income from operations. See Non-IFRS measures on Page 6 above regarding EBITDA.

p. 8

OREGON

Our restructured Oregon business now operates from the Phantom Farms locations in Central and Southern Oregon. We operate outdoor and greenhouse active canopy totaling 80,000 square feet. We also operate a 7,700 square indoor foot grow facility with three grow rooms and a 5,600 square foot warehouse facility which includes an extraction facility and wholesale distribution. The Company has a total cultivation capacity of approximately 5,100 pounds of cannabis which produces "A" grade Phantom flower and extracts the remainder of its biomass in its CO2 extraction facility.

Divestment of non-core Oregon assets

On January 7, 2021, the Company announced a definitive agreement to sell select non-core Oregon assets for $1.3 million. After approval by the Oregon Liquor Control Commission to the transfer of the licenses the sale was closed on April 23, 2021. This sale included the Company's Portland processing and dispensary licenses, some processing equipment, one brand, and the assumption by the buyer of two building leases.

One Oregon location remains 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 facility.

Oregon Earn-Out Settlement

Effective November 4, 2021, the Company entered into an agreement in connection with the entitlement of certain individuals to receive earn-out shares pursuant to the purchase agreement governing the acquisition of Phantom Farms ("Phantom Earn-Out Shares"). Pursuant to the agreement, individuals who were entitled to receive up to 4.5 million Phantom Earn-Out Shares pursuant to the purchase agreement are entitled to 1.3 million common shares of C21 in exchange for their entitlement to receive the Phantom Earn-Out Shares.

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 October 31, 2021
Trade and other payables	$	2,965,462	$	2,965,462	$	2,965,462	$	-	$	-	$	-
Finance lease payments (1)		9,807,023		16,543,869		1,458,192		2,857,047		2,728,430		9,500,200
Convertible debt (2)		1,317,694		1,317,694		1,317,694		-		-		-
Notes and other borrowings (3)		10,097,509		10,097,509		6,114,862		3,511,955		91,102		379,590
Total	$	24,187,688	$	30,924,534	$	11,856,210	$	6,369,002	$	2,819,532	$	9,879,790

(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 a convertible promissory note agreement.

(3) 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.

p. 9

ADDITIONAL INFORMATION

LEGAL PROCEEDINGS

Regarding the Oregon and British Columbia claims and cross-claims between the Company and Proudest Monkey Holdings, LLC ("PMH") and its current owners (the former owners of Eco Firma Farms LLC ("EFF")), the parties attempted to settle all of the claims through voluntary mediation in July 2021, but the mediation was unsuccessful. Regarding the Oregon action, on November 3, 2021, PMH and its current owners filed a formal appeal of the Oregon Circuit Court's Judgment of Dismissal of all claims. Regarding the British Columbia actions, there are no updates.

For a summary of the current legal proceedings, please refer to the Company's MD&A for the years ended January 31, 2021 and 2020 for detailed disclosure in this regard.

OFF-BALANCE SHEET ARRANGEMENTS

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

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company's authorized share capital consists of an unlimited number of common shares without par value.

As of October 31, 2021, there were:

118,747,814 common shares issued and outstanding,
5,615,000 options outstanding to purchase common shares of which 4,261,667 had vested,
3,240,000 warrants outstanding to purchase common shares,
no RSUs outstanding to purchase common shares.

As of December 16, 2021 (the date of this report) there were:

118,747,814 common shares issued and outstanding,
5,615,000 options outstanding to purchase common shares
3,240,000 warrants outstanding to purchase common shares,
no RSUs outstanding to purchase common shares.
1,300,000 earn out shares awaiting issuance pursuant to agreement dated November 4, 2021

Some of the warrants have a 'cashless' feature allowing them to be exercised on a net basis with no cash received by the Company. As of the date of this report, there are 3,240,000 warrants outstanding and presented on a cashless basis, there are 1,540,000 warrants outstanding. On June 17, 2021, C21 issued 1,214,080 common shares pursuant to a 'cashless exercise' of 4,160,000 warrants.

As of December 16, 2021 (the date of this report) the Company had the following securities outstanding:

Type of Security	Number outstanding
Common Shares	118,747,814
Stock Options	5,615,000
Warrants	3,240,000
Acquisition shares	793,093
Earn out share agreement<br>November 4, 2021	1,300,000
	129,695,907
p. 10
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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 and nine months ended October 31, 2021, were authorized for issuance on December 16, 2021 by the Board.

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 bank in Canada, a trust company in Canada, and three credit unions in Nevada, Washington and Colorado; and accordingly, there is a concentration of credit risk. This risk is managed by using a 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.

p. 11

The Company's consolidated financial statements for three and six months ended July 31, 2021, 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 an accumulated deficit of $65,240,759, and a working capital deficit of $1,247,898 as at October 31, 2021.

The Company has generated significant positive cash flow for the three and nine months ended October 31, 2021, and the fiscal year ended January 31, 2021. The Statement of Cash Flows for the nine months ended October 31, 2021, shows cash provided by operations of $5.5 million ($8.7 million - nine months ended Oct 31, 2020).

The working capital deficit has fallen from $27.0 million at January 31, 2020, to $1,247,898 as at October 31, 2021. This strengthening of our financial position has resulted in the removal of going concern disclosure in Note 1 of the financial statements in the Audited Consolidated Financial Statements for the year ended January 31, 2021, and for the three and nine months ended October 31, 2021.

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, Needham & Company based in California 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.

p. 12

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 36 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").

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

FEDERAL REGULATORY UPDATE

On December 7, 2021, U.S. Congressman, Representative Ed Perlmutter (D - Colorado), confirmed the Secured and Fair Enforcement Banking Act of 2019, commonly known as the SAFE Banking Act, was removed from the National Defense Authorization Act (NDAA), the omnibus spending bill pending in Congress, by a conference committee in the U.S. Senate.

For a complete summary of the Federal regulatory environment, please refer to the Company's MDA for the years ended January 31, 2021 and 2020, and the six months ended July 31, 2021, for detailed disclosure in this regard.

NEVADA REGULATORY UPDATE

For a summary of the Nevada regulatory environment, please refer to the Company's MDA for the years ended January 31, 2021, and 2020, 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, 2021, and 2020 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, 2021, and 2020 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.

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. 13

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 ongoing 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 the Company's positioning in the United States cannabis industry, including the continued performance of the Company's operations generally, and specifically its Nevada retail operations, including the continued profitability of the Company's Nevada operations, including the Company's ability to continue to service its debt through operating cash flows, including the Company's ability to pursue growth opportunities and generate future growth for the Company by scaling and replicating its profitable model in Nevada, including the Company's ability of to secure non-dilutive debt financing, including the continued performance of the Company's brands and the expectations as to the development and distribution of the Company's brands and products, including the continued demand for cannabis products, including the timing of the completion of any acquisitions or dispositions and expectations of whether such proposed transactions will be consummated on the current terms or otherwise and contemplated timing, expectations and effects of such proposed transactions, 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.

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; the Company's ability to conduct operations in a safe, efficient and effective manner; the ability of the Company to restructure and service its secured debt; the availability of the Company to secure a non-dilutive debt financing on terms acceptable to the Company; and the ability of the Company's operations to continue to perform and continue in the ordinary course in light of the ongoing 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.

p. 14

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 any proposed acquisitions or dispositions 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 cannabis 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 effecting service outside of Canada, limited research and data relating to cannabis, risks and uncertainties related to the impact of the COVID-19 pandemic and the impact it may continue to have on the global economy and the retail sector, particularly the cannabis retail sector in the states in which the Company operates, 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.

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.

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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 October 31, 2021.
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: December 16, 2021

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 October 31, 2021.
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: December 16, 2021

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 Dec 16, 2021

About this 6-K