C21 Investments Inc 6-K, filed May 14, 2024

C21 Investments Inc. (CWLXF)

6-K 2024-05-14 For: 2024-05-06

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Added on April 08, 2026

About this 6-K

C21 Investments Inc filed this 6-K on May 14, 2024.

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	99.1	Material Change Report

	99.2	Convertible Debenture Indenture

	99.3	Warrant Indenture

	C21 Investments Inc.
	(Registrant)

Date: May 14, 2024	By:	/s/ Michael Kidd

		Michael Kidd
	Title:	CFO

ARTICLE 1 INTERPRETATION	2

1.1 Definitions	2

1.2 Interpretation	7

1.3 Accounting Terms	8

1.4 Headings and Table of Contents	8

1.5 Section and Schedule References	8

1.6 Governing Law	8

1.7 Currency	8

1.8 Non-Business Day	8

1.9 Time	9

1.10 Independence of Covenants	9

1.11 Form of Documents Delivered to Trustee	9

1.12 Acts of Holders	9

1.13 Interest Payments and Calculations	10

1.14 Successors and Assigns	11

1.15 Severability Clause	11

1.16 Benefits of Indenture	11

1.17 Unclaimed Debentures	11

1.18 Schedules	11

1.19 Benefits of Indenture through Trustee	11

1.20 English Language	11

ARTICLE 2 THE DEBENTURES	11

2.1 Limit of Issue and Designation of Debentures	11

2.2 Form and Terms of Debentures	12

2.3 Interest	13

2.4 Prescription	14

2.5 Issue of Debentures	14

2.6 Execution of Certificated Debentures	14

2.7 Authentication	14

2.8 Persons Entitled to Payment	15

2.9 Payment of Principal and Interest on Debentures	15

2.10 Rank	16

2.11 Register and Transfer	16

2.12 Certificated Debentures; Transfers and Exchanges	17

2.13 Transferee Entitled to Registration	17

2.14 No Notice of Trusts	17

2.15 Registers Open for Inspection	17

2.16 Exchanges of Debentures	17

2.17 Closing of Registers	18

2.18 Charges for Registration, Transfer and Exchange	18

2.19 Ownership of Debentures	18

2.20 Withholding Matters	19

2.21 Cancellation of Debentures	19

2.22 Mutilated, Lost, Stolen or Destroyed Debentures	19

2.23 Access to Lists of Holders	20

2.24 Canadian Legend on the Debentures and Common Shares	20

ARTICLE 3 REDEMPTION AND PURCHASE OF DEBENTURES	21

3.1 Corporation Redemption Right	21

3.2 Partial Redemption	21

3.3 Notice of Redemption	22

3.4 Debentures Due on Redemption Dates	22

3.5 Deposit of Redemption Monies or Common Shares	22

3.6 Right to Receive Principal Amount of Redemption Price in Common Shares	22

3.7 Failure to Surrender Debentures Called for Redemption	24

3.8 Purchase of Debentures	24

3.9 Debentures Purchased in Part	25

3.10 Compliance with Applicable Securities Law upon Purchase of Debentures	25

3.11 Repayment to the Corporation	25

3.12 Cancellation of Purchased Debentures	25

ARTICLE 4 CONVERSION OF DEBENTURES	25

4.1 Right to Convert	25

4.2 Notice of Expiry of Conversion Privilege	26

4.3 Revival of Right to Convert	26

4.4 Manner of Exercise of Right to Convert	26

4.5 Adjustment of Conversion Price	27

4.6 No Requirement to Issue Fractional Common Shares	31

4.7 Corporation to Reserve Common Shares	31

4.8 Cancellation of Converted Debentures	32

4.9 Certificate as to Adjustment	32

4.10 Notice of Special Matters	32

4.11 Protection of Trustee	32

4.12 Canadian Private Placement Legend on Common Shares	33

ARTICLE 5 SECURITY FOR INDENTURES	33

5.1 Grant of Pledged Shares	33

5.2 Priority of Security	34

5.3 After Acquired Property Further Assurances	34

5.4 Order of Payment	34

5.5 No Restriction on Additional Indebtedness	34

5.6 Restrictions on Pledged Shares	34

ARTICLE 6 COVENANTS AND REPRESENTATIONS	35

6.1 Payment of Principal, Premium and Interest	35

6.2 Existence; Books of Account	35

6.3 Notice of Default	35

6.4 Compliance Certificate	35

6.5 Compliance with Applicable Laws	35

6.6 Conduct of Business	36

6.7 No Distribution on Shares if Event of Default	36

6.8 Payment of Trustee's Remuneration	36

6.9 Further Instruments and Acts	36

6.10 Performance of Covenant by Trustee	36

ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES	37

7.1 Events of Default and Enforcement	37

7.2 Notice of Event of Default	38

7.3 Waiver of Default	38

7.4 Waiver of Acceleration	38

7.5 Other Remedies	39

7.6 Application of Money Collected	39

7.7 Control by Holders	40

7.8 Limitation on Suits	40

7.9 Collection Suit by Trustee	40

7.10 Trustee May File Proofs of Claim	40

7.11 Undertaking for Costs	40

7.12 Delay or Omission Not Waiver	41

7.13 Remedies Cumulative	41

7.14 Judgment Against the Corporation	41

7.15 Rights of Holders to Receive Payment	41

ARTICLE 8 SATISFACTION AND DISCHARGE	41

8.1 Non-Presentation of Debentures	41

8.2 Discharge	42

ARTICLE 9 CONCERNING THE TRUSTEE	42

9.1 Duties of Trustee	42

9.2 Employ Agents	42

9.3 Reliance on Evidence of Compliance	43

9.4 Advice of Experts	43

9.5 Trustee May Deal in Debentures	43

9.6 Conditions Precedent to Trustee's Obligation to Act	43

9.7 Trustee Not Required to Give Security	44

9.8 Resignation or Removal of Trustee; Conflict of Interest	44

9.9 Authority to Carry on Business; Resignation	45

9.10 Protection of Trustee	45

9.11 Additional Representations and Warranties of Trustee	47

9.12 Third Party Interests	47

9.13 Trustee Not Bound to Act	47

9.14 Compliance with Privacy Laws	47

ARTICLE 10 MEETINGS OF DEBENTUREHOLDERS	48

10.1 Purposes for Which Meetings May be Called	48

10.2 Call, Notice and Place of Meetings	48

10.3 Proxies	48

10.4 Persons Entitled to Vote at Meetings	49

10.5 Quorum; Action	49

10.6 Determination of Voting Rights Chairman; Conduct and Adjournment of Meetings	49

10.7 Counting Votes and Recording Action of Meetings	50

10.8 Instruments in Writing	50

10.9 Holdings by the Corporation Disregarded	50

10.10 Persons Entitled to Attend Meetings	51

10.11 Meaning of "Extraordinary Resolution"	51

10.12 Powers Cumulative	51

ARTICLE 11 AMALGAMATION, CONSOLIDATION, CONVEYANCE, TRANSFER OR LEASE	52

11.1 Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions	52

11.2 Rights and Duties of Successor Entity	52

ARTICLE 12 NOTICES	53

12.1 Notice to Corporation	53

12.2 Notice to Holders	53

12.3 Notice to Trustee	54

12.4 Mail Service Interruption	54

ARTICLE 13 AMENDMENTS, SUPPLEMENTS AND WAIVERS	54

13.1 Without Consent of Holders	54

13.2 With Consent of Holders	55

13.3 Additional Powers Exercisable by Extraordinary Resolution	55

13.4 Execution of Supplemental Indentures	57

13.5 Effect of Supplemental Indentures	57

13.6 Reference in Debentures to Supplemental Indentures	57

13.7 Prior Approval of Recognized Stock Exchange	57

ARTICLE 14 MISCELLANEOUS PROVISIONS	58

14.1 Acceptance of Trusts	58

14.2 Protection of Trustee	58

14.3 Counterparts and Formal Date	58

Dated:
			(Name of Registered Holder)


			(Signature of Registered Holder)

ARTICLE 1 INTERPRETATION		2
1.1	Definitions	2
1.2	Interpretation	7
1.3	Accounting Terms	7
1.4	Headings and Table of Contents	7
1.5	Section and Schedule References	7
1.6	Governing Law	7
1.7	Currency	7
1.8	Non-Business Day	8
1.9	Time	8
1.10	Independence of Covenants	8
1.11	Form of Documents Delivered to Trustee	8
1.12	Acts of Holders	8
1.13	Successors and Assigns	9
1.14	Severability Clause	9
1.15	Benefits of Indenture	9
1.16	Schedule	9
1.17	Benefits of Indenture through Trustee	9
1.18	English Language	9
ARTICLE 2 THE WARRANTS		10
2.1	Limit of Issue and Designation of Warrants.	10
2.2	Form and Terms of Warrants.	10
2.3	Holder not a Shareholder.	11
2.4	Issue of Warrants	11
2.5	Execution of Certificated Warrants	11
2.6	Authentication	11
2.7	Persons Entitled to Warrants	11
2.8	Register and Transfer	12
2.9	Certificated Warrants; Transfers	12
2.10	Transferee Entitled to Registration	12
2.11	Register of Warrants	12
2.12	No Notice of Trusts	13
2.13	Registers Open for Inspection	13
2.14	Exchanges of Warrants	13
2.15	Charges for Registration, Transfer and Exchange	14

2.16	Mutilated, Lost, Stolen or Destroyed Certificated Warrants	14
2.17	Access to Lists of Holders	15
2.18	Legend	15
ARTICLE 3 EXERCISE OF WARRANTS		15
3.1	Right of Exercise.	15
3.2	Warrant Exercise.	15
3.3	Transfer Fees and Taxes.	16
3.4	Corporate Trust Office.	16
3.5	Effect of Exercise of Warrants	17
3.6	Partial Exercise of Warrants; Fractions.	17
3.7	Expiration of Warrants.	17
3.8	Securities Restrictions.	18
3.9	Accounting and Recording.	18
ARTICLE 4 ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE		18
4.1	Adjustment of Number of Warrant Shares and Exercise Price	18
4.2	Entitlement to Warrant Shares on Exercise of Warrant	21
4.3	No Adjustment for Certain Transactions	22
4.4	Determination by Independent Firm	22
4.5	Proceeding Prior to any Action Requiring Adjustment	22
4.6	Certificate of Adjustment	22
4.7	Notice of Special Matters	22
4.8	No Action after Notice	23
4.9	Other Action	23
4.10	Protection of Trustee	23
The Trustee shall not:		23
4.11	Participation by Holder	23
ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS		24
5.1	Optional Purchases by the Corporation	24
5.2	Notice of Default	24
5.3	General Covenants	24
5.4	Conduct of Business	25
5.5	Payment of Trustee’s Remuneration	25
5.6	Further Instruments and Acts	25
5.7	Performance of Covenant by Trustee	25
ARTICLE 6		26
ENFORCEMENT		26

6.1	Suits by Holders	26
6.2	Suits by the Corporation.	26
6.3	Immunity of Shareholders, etc.	26
6.4	Waiver of Default.	26
ARTICLE 7 CONCERNING THE TRUSTEE		26
7.1	Duties of Trustee	26
7.2	Employ Agents	27
7.3	Reliance on Documents and Officer’s Certificates, etc.	27
7.4	Advice of Experts	28
7.5	Trustee May Deal with the Corporation	28
7.6	Conditions Precedent to Trustee’s Obligation to Act	28
7.7	Trustee Not Required to Give Security	28
7.8	Resignation or Removal of Trustee; Conflict of Interest	29
7.9	Protection of Trustee	30
7.10	Additional Representations and Warranties of Trustee	31
7.11	Third Party Interests	31
7.12	Trustee Not Bound to Act	31
7.13	Compliance with Privacy Laws	32
ARTICLE 8 MEETINGS OF HOLDERS		32
8.1	Purposes for Which Meetings May be Called	32
8.2	Call, Notice and Place of Meetings	32
8.3	Proxies	33
8.4	Persons Entitled to Vote at Meetings	33
8.5	Quorum; Action	33
8.6	Determination of Voting Rights Chairman; Conduct and Adjournment of Meetings	34
8.7	Counting Votes and Recording Action of Meetings	34
8.8	Instruments in Writing	34
8.9	Holdings by the Corporation Disregarded	35
8.10	Persons Entitled to Attend Meetings	35
8.11	Meaning of “Extraordinary Resolution”	35
8.12	Powers Cumulative	36
ARTICLE 9 AMALGAMATION, CONSOLIDATION, CONVEYANCE, TRANSFER OR LEASE		36
9.1	Amalgamation and Consolidations of Corporation and Conveyances Permitted Subject to Certain Conditions	36
9.2	Duties of Successor Entity	36
ARTICLE 10 NOTICES		37

10.1	Notice to Corporation	37
10.2	Notice to Holders	37
10.3	Notice to Trustee	38
10.4	Mail Service Interruption	38
ARTICLE 11 AMENDMENTS, SUPPLEMENTS AND WAIVERS		38
11.1	Without Consent of Holders	38
11.2	With Consent of Holders	39
11.3	Additional Powers Exercisable by Extraordinary Resolution	39
11.4	Execution of Supplemental Indentures	40
11.5	Effect of Supplemental Indentures	41
11.6	Reference in Debentures to Supplemental Indentures	41
11.7	Prior Approval of Recognized Stock Exchange	41
ARTICLE 12 MISCELLANEOUS PROVISIONS		41
12.1	Acceptance of Trusts	41
12.2	Protection of Trustee	41
12.3	Counterparts and Formal Date	42

	C21 INVESTMENTS INC.


	By:	"Michael Kidd"
		Name: Michael Kidd
		Title: Chief Financial Officer


	ALLIANCE TRUST COMPANY, as Trustee


	By:	"Zinat H Damji"
		Name: Zinat H. Damji
		Title: President & CEO


	By:	"Miguel Lahud"
		Name: Miguel Lahud
		Title: Director, Client Services & Business Development

SPACE AND GUARANTEES OF	)
SIGNATURES (BELOW)	)
	)
	)	Signature of Transferor
	)
	)
Guarantor's Signature/Stamp	)	Name of Transferor
	)

Total Exercise Price Payable:

((A) multiplied by $0.55, subject to adjustment)


(Street Address, City, Province and Postal Code)

Name:


(Address)


(City, Province and Postal Code)

Name of guarantor:

Authorized signature:

Name:


(Address)


(City, Province and Postal Code)

Name(s) in Full	Address(es)	Number of Common Shares

	)
	)
Witness	)	(Signature of Warrantholder, to be the same as it appears on the face of this Warrant Certificate. If an entity, the signatory represents that he or she has authority to bind such entity and duly execute this form.)
	)
	)
	)
	)
	)


		Name of Warrantholder