C21 Investments Inc 6-K, filed Jul 31, 2025
C21 Investments Inc. (CWLXF)
About this 6-K
C21 Investments Inc filed this 6-K on July 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025.
Commission File Number 000-55982
C21 INVESTMENTS INC.
(Translation of registrant’s name into English)
Suite 1900-855 West Georgia St
Vancouver BC, V6C 3H4
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| C21 INVESTMENTS INC. | |
| Date: July 31, 2025 | /s/ Michael Kidd |
| Michael Kidd | |
| Chief Financial Officer |
-2-
INDEX TO EXHIBITS
| Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. Dollars) |
Notice of Disclosure of Non-auditor Review of the Interim Condensed Consolidated Financial Statements for the Three Months Ended June 30, 2025 and 2024
Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.
The accompanying unaudited interim condensed consolidated financial statements of C21 Investments Inc. for the interim periods ended June 30, 2025 and 2024, have been prepared in accordance with accounting principles generally accepted in the United States of America and are the responsibility of the Company's management.
The Company's independent auditors, Davidson & Company LLP, have not performed a review of these interim condensed consolidated financial statements.
July 31, 2025
C21 INVESTMENTS INC.
Interim Condensed Consolidated Balance Sheets
(Expressed in U.S. dollars)
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash | 2,655,208 | 2,625,461 | ||||
| Receivables | 277,814 | 176,695 | ||||
| Inventory | 4,163,477 | 4,051,425 | ||||
| Prepaid expenses and deposits | 477,628 | 645,809 | ||||
| Note receivable - current portion | 31,486 | - | ||||
| Assets classified as held for sale | 3,150 | 4,725 | ||||
| 7,608,763 | 7,504,115 | |||||
| Non-current assets | ||||||
| Property and equipment | 2,552,269 | 2,665,600 | ||||
| Right-of-use assets | 9,237,748 | 9,393,282 | ||||
| Intangible assets | 7,676,544 | 8,092,663 | ||||
| Goodwill | 28,541,323 | 28,541,323 | ||||
| Note receivable | 778,966 | 802,766 | ||||
| Total assets | 56,395,613 | 56,999,749 | ||||
| LIABILITIES | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | 2,541,590 | 2,148,153 | ||||
| Convertible promissory notes | 1,156,259 | 1,156,259 | ||||
| Convertible debentures - current portion | 1,104,829 | 977,817 | ||||
| Income taxes payable | 2,142,540 | 2,833,991 | ||||
| Deferred revenue | 327,390 | 309,892 | ||||
| Lease liabilities - current portion | 555,838 | 530,931 | ||||
| 7,828,446 | 7,957,043 | |||||
| Non-current liabilities | ||||||
| Convertible debentures | 442,402 | 710,367 | ||||
| Lease liabilities | 9,621,827 | 9,771,124 | ||||
| Uncertain tax position | 10,539,748 | 9,822,797 | ||||
| Derivative liability | 29,319 | 27,824 | ||||
| Deferred tax liability | 34,817 | 34,817 | ||||
| Total liabilities | 28,496,559 | 28,323,972 | ||||
| SHAREHOLDERS' EQUITY | ||||||
| Common stock, no par value; unlimited shares authorized; 117,812,314 and 117,996,814 shares issued and outstanding as of June 30, 2025 and March 31, 2025, respectively | 107,072,437 | 107,006,777 | ||||
| Commitment to issue shares | 628,141 | 628,141 | ||||
| Accumulated other comprehensive loss | (2,221,761 | ) | (2,138,198 | ) | ||
| Deficit | (77,579,763 | ) | (76,820,943 | ) | ||
| Total shareholders' equity | 27,899,054 | 28,675,777 | ||||
| Total liabilities and shareholders' equity | 56,395,613 | 56,999,749 |
Commitments (Note 19)
Contingencies (Note 22)
Subsequent event (Note 25)
|
Approved and authorized for issue on behalf of the Board of Directors: |
|||
|
/s/ "Bruce Macdonald" |
Director |
/s/ "Michael Kidd" |
Director |
C21 INVESTMENTS INC.
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss
(Expressed in U.S. dollars, except number of shares)
| Three months ended June 30, |
||||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Revenue | 8,553,373 | 6,596,009 | ||||
| Cost of sales | 5,569,382 | 4,565,310 | ||||
| Gross profit | 2,983,991 | 2,030,699 | ||||
| Selling, general and administrative expenses | 2,776,578 | 2,870,955 | ||||
| Income (loss) from operations | 207,413 | (840,256 | ) | |||
| Accretion expense | (118,458 | ) | (83,889 | ) | ||
| Loss on disposal of assets | - | (32,496 | ) | |||
| Interest expense | (62,140 | ) | (52,863 | ) | ||
| Other income (loss) | 41,726 | (9,244 | ) | |||
| Net income (loss) from continuing operations before income tax expense | 68,541 | (1,018,748 | ) | |||
| Income tax expense | (825,500 | ) | (367,700 | ) | ||
| Net loss from continuing operations after income tax expense | (756,959 | ) | (1,386,448 | ) | ||
| Net loss from discontinued operations after income tax expense | (1,861 | ) | (25,724 | ) | ||
| Net loss | (758,820 | ) | (1,412,172 | ) | ||
| Other comprehensive income (loss): | ||||||
| Cumulative translation adjustment | (83,563 | ) | 11,027 | |||
| Comprehensive loss | (842,383 | ) | (1,401,145 | ) | ||
| Basic and diluted loss per share from continuing operations | (0.01 | ) | (0.01 | ) | ||
| Basic and diluted loss per share from discontinued operations | (0.00 | ) | (0.00 | ) | ||
| Basic and diluted loss per share | (0.01 | ) | (0.01 | ) | ||
| Weighted average number of common shares outstanding - basic | 117,882,484 | 120,047,814 | ||||
| Weighted average number of common shares outstanding - diluted | 118,675,577 | 120,840,907 | ||||
C21 INVESTMENTS INC.
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in U.S. dollars, except number of shares)
| Number of shares |
Common stock and reserves |
Commitment to issue shares |
Accumulated other comprehensive loss |
Deficit | Total shareholders' equity |
|||||||||||||
| # | $ | $ | $ | $ | $ | |||||||||||||
| Balance, March 31, 2024 | 120,047,814 | 105,467,920 | 628,141 | (2,271,248 | ) | (72,851,401 | ) | 30,973,412 | ||||||||||
| Warrants issued in private placement | - | 966,028 | - | - | - | 966,028 | ||||||||||||
| Share-based compensation | - | 422,218 | - | - | - | 422,218 | ||||||||||||
| Net loss and comprehensive income for the period | - | - | - | 11,027 | (1,412,172 | ) | (1,401,145 | ) | ||||||||||
| Balance, June 30, 2024 | 120,047,814 | 106,856,166 | 628,141 | (2,260,221 | ) | (74,263,573 | ) | 30,960,513 | ||||||||||
| Share-based compensation | 427,341 | - | - | - | 427,341 | |||||||||||||
| Repurchase and cancellation of shares | (2,051,000 | ) | (276,730 | ) | - | - | - | (276,730 | ) | |||||||||
| Net loss and comprehensive income for the period | - | - | - | 122,023 | (2,557,370 | ) | (2,435,347 | ) | ||||||||||
| Balance, March 31, 2025 | 117,996,814 | 107,006,777 | 628,141 | (2,138,198 | ) | (76,820,943 | ) | 28,675,777 | ||||||||||
| Share-based compensation | - | 93,945 | - | - | - | 93,945 | ||||||||||||
| Repurchase and cancellation of shares | (184,500 | ) | (28,285 | ) | - | - | - | (28,285 | ) | |||||||||
| Net loss and comprehensive loss for the period | - | - | - | (83,563 | ) | (758,820 | ) | (842,383 | ) | |||||||||
| Balance, June 30, 2025 | 117,812,314 | 107,072,437 | 628,141 | (2,221,761 | ) | (77,579,763 | ) | 27,899,054 |
C21 INVESTMENTS INC.
Interim Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
| Three months ended June 30, |
||||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| OPERATING ACTIVITIES | ||||||
| Net loss from continuing operations after income tax expense | (756,959 | ) | (1,386,448 | ) | ||
| Adjustments to reconcile net loss to cash provided by operating activities: | ||||||
| Accretion expense | 118,458 | 83,889 | ||||
| Interest and accretion income included in other income | (16,186 | ) | - | |||
| Amortization of right-of-use assets | 169,834 | 125,575 | ||||
| Depreciation and amortization | 445,616 | 379,522 | ||||
| Share-based compensation | 93,945 | 422,218 | ||||
| Loss on disposal of assets | - | 32,496 | ||||
| Interest expense | 62,140 | 52,863 | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables | (101,119 | ) | 1,937 | |||
| Inventory | 9,111 | (310,173 | ) | |||
| Prepaid expenses and deposits | 168,181 | 102,535 | ||||
| Accounts payable and accrued liabilities | 396,007 | 805,415 | ||||
| Income taxes payable | (691,451 | ) | 367,700 | |||
| Uncertain tax position | 716,951 | - | ||||
| Deferred revenue | 17,498 | 1,826 | ||||
| Lease liabilities | (138,690 | ) | (90,877 | ) | ||
| Cash provided by operating activities of continuing operations | 493,336 | 588,478 | ||||
| Cash used in operating activities of discontinued operations | (2,855 | ) | (27,477 | ) | ||
| INVESTING ACTIVITIES | ||||||
| Purchases of property and equipment | (37,329 | ) | (169,660 | ) | ||
| Proceeds from termination of sales-type lease and disposal of licenses | - | 1,500 | ||||
| Purchases of intangible assets | - | (3,413,647 | ) | |||
| Cash used in investing activities of continuing operations | (37,329 | ) | (3,581,807 | ) | ||
| Cash provided by investing activities of discontinued operations | - | - | ||||
| FINANCING ACTIVITIES | ||||||
| Proceeds from issuance of debenture units | - | 2,920,562 | ||||
| Interest payments received on note receivable | 8,500 | - | ||||
| Principal repayments on convertible debentures | (346,803 | ) | - | |||
| Interest paid in cash | (62,140 | ) | (52,863 | ) | ||
| Repurchase and cancellation of shares | (28,285 | ) | - | |||
| Cash (used in) provided by financing activities of continuing operations | (428,728 | ) | 2,867,699 | |||
| Cash used in financing activities of discontinued operations | - | (11,387 | ) | |||
| Effect of foreign exchange on cash | 5,323 | 11,433 | ||||
| Change in cash during the period | 29,747 | (153,061 | ) | |||
| Cash, beginning of period | 2,625,461 | 3,260,568 | ||||
| Cash, end of period | 2,655,208 | 3,107,507 | ||||
| Supplemental disclosure of cash flow information: | ||||||
| Income tax paid in cash | 800,000 | - | ||||
| Interest payments received on note receivable | 8,500 | - | ||||
| Interest paid in cash | 62,140 | 52,863 | ||||
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
1. NATURE OF OPERATIONS
C21 Investments Inc. (the "Company" or "C21") was incorporated January 15, 1987, under the Company Act of British Columbia. The Company is a publicly traded company with its registered office is 170-601 West Cordova Street, Vancouver, BC, V6B 1G1. The Company is listed on the Canadian Securities Exchange under the symbol CXXI and on the OTCQB® Venture Market under the symbol CXXIF.
The Company is a cannabis operator in Nevada, USA and is engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale and retail sales. The Company initially had operations in the state of Oregon. During the year ended January 31, 2022, the Company made a strategic decision to cease operations in Oregon. The results of the Company's Oregon operations are presented as discontinued operations.
As at June 30, 2025, the Company had a working capital deficiency of $219,683 (March 31, 2025 - $452,928) and an accumulated deficit of $77,579,763 (March 31, 2025 - $76,820,943). During the three months ended June 30, 2025, the Company generated $493,336 of cash from operating activities (2024 - $588,478).
At the federal level, 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.
2. BASIS OF PREPARATION
a) Basis of presentation
These unaudited interim condensed consolidated financial statements for the three months ended June 30, 2025 and 2024 ("consolidated financial statements") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments classified as fair value through profit or loss.
These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.
Failure to arrange adequate financing on acceptable terms and/or achieve profitability may have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company. These consolidated financial statements do not give effect to adjustments to assets or liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
b) Functional and reporting currency
The functional currency of the Company is Canadian dollars ("C$"), and the functional currency of the Company's subsidiaries is U.S. dollars ("US$"). C21 has determined that the US$ is the most relevant and appropriate reporting currency as the Company's operations are conducted in US$ and its financial results are prepared and reviewed internally by management in US$. The consolidated financial statements are presented in US$ unless otherwise noted.
c) Basis of consolidation
The consolidated financial statements incorporate the accounts of the Company and all the entities in which the Company has a controlling voting interest and is deemed to be the primary beneficiary. 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 from the date of acquisition. All intercompany balances and transactions are eliminated upon consolidation.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
2. BASIS OF PREPARATION (continued)
A summary of the Company's subsidiaries included in these consolidated financial statements as at June 30, 2025 is as follows:
| Name of subsidiary (1) | Principal activity |
| 320204 US Holdings Corp. | Holding Company |
| 320204 Oregon Holdings Corp. | Holding Company |
| 320204 Nevada Holdings Corp. | Holding Company |
| 320204 Re Holdings, LLC | Holding Company |
| Eco Firma Farms LLC ("EFF") (2) | Cannabis producer |
| Silver State Cultivation LLC | Cannabis producer |
| Silver State Relief LLC | Cannabis retailer |
| Phantom Brands, LLC (2) | Holding Company |
| Phantom Distribution, LLC (2) | Cannabis distributor |
| Workforce Concepts 21, Inc. | Payroll and benefits services |
(1) All subsidiaries of the Company were incorporated in the USA, are wholly owned and have US$ as their functional currency.
(2) Operations have been discontinued and results are included in discontinued operations.
3. ACCOUNTING POLICIES
The Company's significant accounting policies are fully described in Note 3 to the consolidated financial statements for the year ended March 31, 2025, the two months ended March 31, 2024, and the year ended January 31, 2024. There have been no material changes to the Company's significant accounting policies other than that described below:
In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring entities to disclose more detailed information about income tax expense (benefit), significant components of income tax expense (benefit), separate disclosure of income tax expense (benefit) for domestic and foreign jurisdictions and by major jurisdictions. The Company adopted ASU 2023-09 as of April 1, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company's financial statements and disclosures.
a) Significant accounting judgement, estimates and assumptions
The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP 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 judgement and estimation relate to the assessment of the transactions as business combinations or asset acquisitions, the determination of recoverability of goodwill, recoverability of intangible assets, fair value less costs to sell of assets classified as held for sale, estimates used in valuation and costing of inventory, impairment of long-lived assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, and fair value of derivative liability.
b) Recently issued accounting pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). The Company adopted ASU 2023-07 as of April 1, 2024. This update enhances the disclosure requirements for reportable segments, including significant segment expenses and interim period disclosures. The Company have disclosed the title and position of our Chief Operating Decision Maker (CODM) to provide clarity on who is responsible for making operating decisions. These disclosures aim to enhance transparency and provide more decision-useful information to investors and other stakeholders.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
3. ACCOUNTING POLICIES (continued)
Recently issued accounting pronouncements not yet effective
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03 ("ASU 2024-03"), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): update required disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026. The Company has not early adopted this standard. The Company is currently evaluating the impact of the adoption of this amendment.
4. ACQUISITION
On June 7, 2024, the Company completed the acquisition of a 6,500 square-foot, purpose-built, operational retail cannabis dispensary located in South Reno, Nevada. The dispensary acquisition was completed pursuant to the terms of an asset purchase agreement with Deep Roots Harvest, Inc. The acquisition involved the purchase of certain assets including applicable licenses. The purchase price in connection with the dispensary acquisition was $3,500,000 paid in cash to Deep Roots Harvest, Inc. on June 7, 2024. On June 26, 2024, the South Reno dispensary opened for business under the Silver State branding.
The acquisition of the new dispensary is accounted for as an asset acquisition due to the absence of identifiable processes and the inability of the acquired assets alone to operate as a business. The allocation of the purchase price to the acquired assets is as follows:
| $ | |||
| Total consideration transferred | 3,500,000 | ||
| Assets acquired: | |||
| Property and equipment | 86,353 | ||
| Licenses | 3,413,647 | ||
| 3,500,000 |
Acquired property and equipment consisted of fixtures and leasehold improvements and have an assessed useful life of 5 years. Licenses consist of two licenses which permit the Company to sell retail cannabis products in the State of Nevada and City of Reno, respectively. The licenses each have a useful life of 10 years.
5. DISCONTINUED OPERATIONS
a) Sales-type lease and disposal of licenses
In January 2022, the Company entered into a lease-to-own arrangement with a lessee for certain licenses, land and equipment in Oregon, USA, representing its outdoor growing operation. The Company determined that the arrangement should be accounted for as a sales-type lease and concluded that it is not probable that all required payments will be made such that title will transfer at the end of the term. As such, in accordance with ASC 842, the land and equipment were not derecognized, and payments received are recorded as a deposit liability until such time that collectability becomes probable.
During the year ended January 31, 2024, the Company executed a settlement agreement to terminate its lease-to-own arrangement. Prior to the settlement, the Company had collected a cumulative $100,000 related to the lease-to-own arrangement, recorded as a deposit liability. Under the settlement agreement, the Company transferred certain licenses with a carrying value of $32,250 in exchange for $400,000, which was paid by the lessee. The Company retained the cumulative $100,000 in lease-to-own payments collected to date. As a result, the Company recognized a gain on the termination of the sales-type lease of $467,750.
Additionally, the Company sold three licenses in Bend, Oregon, with a carrying value of $39,206, to the same lessee. The titles of these licenses were fully transferred. The Company derecognized the related intangible assets and the $75,000 deposit liability, resulting in a gain on the disposal of licenses of $35,794.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
5. DISCONTINUED OPERATIONS (continued)
b) Oregon reporting unit
As a result of non-profitable operations in the Oregon reporting unit, the Company began to wind down operations in Oregon beginning in the year ended January 31, 2021. By January 31, 2022, the Company made the decision to cease all growing, manufacturing, and processing activities in Bend, Oregon. As the Oregon reporting unit comprised the assets of multiple components in distinct geographic locations, management completed the sale on a piecemeal basis. By March 31, 2024, the Company's remaining assets and liabilities held for sale consisted of a building and associated mortgage. The mortgage carried a fixed interest rate of 4.5% and required monthly payments. On December 10, 2024, the Company paid out the remaining mortgage balance of $371,089. As such, net loss from discontinued operations for the three months ended June 30, 2025 contains no activity related to the mortgage. For the three months ended June 30, 2024, interest expense on the mortgage was $4,387 and repayments totaled $11,388.
On March 28, 2025, the Company completed the sale of the building for total consideration of $1,255,485. The building had been classified as held for sale and included in discontinued operations since 2022, and, accordingly, no depreciation had been recorded since that time. At the date of sale, the carrying value of the building was $1,139,517. The sale consideration included cash receipt of $331,936 and a promissory note with a face value of $850,000, bearing interest at a fixed annual rate of 4%, maturing 18 months from the date of issuance (Note 8). The note was initially recognized at its present value of $802,766, based on a market discount rate of 8%. The Company incurred transfer fees of $68,065 in connection with the sale. The transaction resulted in a gain on sale of $63,250, which was recognized within income from discontinued operations for the year ended March 31, 2025.
A summary of major classes of assets and liabilities of the discontinued Oregon operation that are classified as held for sale in the consolidated balance sheets is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Carrying amounts of the major classes of assets included in discontinued operations: | ||||||
| Prepaid expenses and deposits | 3,150 | 4,725 | ||||
| Total assets classified as held for sale | 3,150 | 4,725 |
A summary of the Company's net loss from discontinued operations for the three months ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Expenses | ||||||
| Selling, general and administrative expenses | 1,861 | 21,337 | ||||
| Other expenses | - | 4,387 | ||||
| Net loss from discontinued operations before income tax expense | (1,861 | ) | (25,724 | ) | ||
| Income tax expense | - | - | ||||
| Net loss from discontinued operations after income tax expense | (1,861 | ) | (25,724 | ) |
A summary of the Company's cash flows from discontinued operations for the three months ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Net cash used in operating activities of discontinued operations | (2,855 | ) | (27,477 | ) | ||
| Net cash provided by investing activities of discontinued operations | - | - | ||||
| Net cash used in financing activities of discontinued operations | - | (11,387 | ) |
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
6. RECEIVABLES
A summary of the Company's receivables is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Taxes receivable | 54,154 | 51,868 | ||||
| Trade receivables | 223,660 | 124,827 | ||||
| 277,814 | 176,695 |
There was no provision for expected credit losses on trade receivables as at June 30, 2025 and March 31, 2025.
7. INVENTORY
A summary of the Company's inventory is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Finished goods | 2,376,950 | 2,227,294 | ||||
| Work in process | 1,596,972 | 1,558,428 | ||||
| Raw materials | 189,555 | 265,703 | ||||
| 4,163,477 | 4,051,425 |
8. NOTE RECEIVABLE
The Company has a note receivable that was issued in connection with the sale of a held-for-sale building (Note 5). The note receivable has a principal balance of $850,000 and bears interest at a fixed rate of 4% per annum payable by the holder monthly. The principal is due at maturity on September 30, 2026. On initial recognition, the note receivable was recorded at fair value of $802,766, reflecting a market interest rate of 8% per annum.
The Company evaluates the collectability of the note receivable based on the borrower's financial condition and compliance with the note terms.
A summary of the Company's note receivable is as follows:
| $ | |||
| Balance, March 31, 2025 | 802,766 | ||
| Interest income | 8,500 | ||
| Accretion income | 7,686 | ||
| Interest payments received | (8,500 | ) | |
| Balance, June 30, 2025 | 810,452 | ||
| Current portion | 31,486 | ||
| Non-current portion | 778,966 |
During the three months ended June 30, 2025, the Company earned interest income of $8,500 (2024 - $nil), accretion income of $7,686 (2024 - $nil) and received interest payments of $8,500 (2024 - $nil).
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
9. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS
a) Property and equipment
A summary of the Company's property and equipment is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Leasehold improvements | 2,205,250 | 2,194,128 | ||||
| Furniture and fixtures | 369,206 | 367,024 | ||||
| Computer equipment | 6,659 | 6,659 | ||||
| Machinery and equipment | 2,333,714 | 2,309,689 | ||||
| 4,914,829 | 4,877,500 | |||||
| Less: Accumulated depreciation | (2,362,560 | ) | (2,211,900 | ) | ||
| 2,552,269 | 2,665,600 |
In June 2024, as part of the acquisition of the new dispensary store (Note 4), the Company acquired furniture and fixtures as well as leasehold improvements with a fair value of $86,353 and estimated useful life of 5 years.
Total depreciation of property and equipment for the three months ended June 30, 2025 was $150,662 (2024 - $144,422). During the three months ended June 30, 2025, $118,890 (2024 - $121,846) of total depreciation was allocated to inventory.
During the year ended March 31, 2025, the Company disposed of equipment with total cost of $375,363 and accumulated depreciation of $328,417, receiving $6,278 in cash and land with total cost of $500,000 for cash of $360,951 and incurred transfer fees of $24,025. As a result, during the year ended March 31, 2025, the Company recorded a loss on disposal of assets of $155,692 (two months ended March 31, 2024 - $nil and year ended January 31, 2024 - $11,655).
b) Right-of-use assets
The Company's right-of-use assets result from its operating leases and consist of land and buildings used in the cultivation, processing, and warehousing of its products. During the year ended March 31, 2025, the Company recognized additional right-of-use assets of $1,221,143, related to the lease of the new dispensary store in South Reno, Nevada (Note 14).
10. INTANGIBLE ASSETS AND GOODWILL
a) Intangible assets
A summary of the Company's intangible assets subject to amortization is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Licenses | 15,423,921 | 15,423,921 | ||||
| Brands | 644,800 | 644,800 | ||||
| Customer relationships | 1,540,447 | 1,540,447 | ||||
| 17,609,168 | 17,609,168 | |||||
| Less: accumulated amortization | (9,932,624 | ) | (9,516,505 | ) | ||
| 7,676,544 | 8,092,663 |
In June 2024, as part of the acquisition of the new dispensary store (Note 4), the Company acquired two licenses with total fair value of $3,413,647 and estimated useful life of 10 years.
During the three months ended June 30, 2025, the Company recognized amortization expense on intangible assets of $416,117 (2024 - $359,219). Of the total amortization expense, $2,273 (2024 - $2,273) was allocated to inventory.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
10. INTANGIBLE ASSETS AND GOODWILL (continued)
b) Goodwill
For the three months ended June 30, 2025, the Company had goodwill of $28,541,323 (March 31, 2025 - $28,541,323), which was allocated to the Nevada reporting unit. There was no impairment on goodwill identified during the three months ended June 30, 2025.
11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
A summary of the Company's accounts payable and accrued liabilities is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Accounts payable | 1,049,269 | 1,049,610 | ||||
| Accrued liabilities | 879,821 | 486,043 | ||||
| EFF settlement accrual (Note 22) | 612,500 | 612,500 | ||||
| 2,541,590 | 2,148,153 |
12. CONVERTIBLE PROMISSORY NOTES
On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC ("EFF") to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes accrued interest at a rate of 4% per annum, compounded annually, and were fully due and payable on June 13, 2021.The convertible promissory notes were convertible at $1.00 per common share. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes were exercisable in US$ while the functional currency of the Company is Canadian dollars. On June 13, 2021, the conversion feature expired and as a result the fair value of the conversion feature is $nil. The Company is engaged in an ongoing dispute with the vendors over repayment (Note 22) and has continued to record the convertible promissory notes at $1,156,259 as of June 30, 2025 and March 31, 2025.
13. CONVERTIBLE DEBENTURES
On May 6, 2024, the Company closed a non-brokered private placement, issuing 4,000 debenture units for aggregate proceeds of $2,920,562 (C$4,000,000). Each unit contains one convertible debenture and 1,000 common share purchase warrants. Each convertible debenture has a principal of C$1,000, maturing 30 months from the issue date, with interest accruing at 12% per annum, payable quarterly in cash. The principal and accrued interest may be converted into common shares at a price of C$0.45 per share at the holder's option any time before maturity.
The proceeds from the private placement were allocated to convertible debentures and warrants using the relative fair value method. Accordingly, $1,954,534 was allocated to convertible debentures and $966,028 to warrants. The Company accounts for the convertible debenture as a financial liability in its entirety, as the conversion feature does not require bifurcation and recognition as derivative liability.
A summary of the Company's convertible debentures is as follows:
| $ | |||
| Balance, March 31, 2025 | 1,688,184 | ||
| Accretion | 118,458 | ||
| Interest expense | 62,140 | ||
| Repayment | (408,943 | ) | |
| Effect of foreign exchange | 87,392 | ||
| Balance, June 30, 2025 | 1,547,231 | ||
| Current portion | 1,104,829 | ||
| Non-current portion | 442,402 |
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
14. LEASE LIABILITIES
The Company's leases consist of land and buildings used in cultivation, processing, warehousing, and dispensary of its products. All leases were classified as operating leases in accordance with ASC 842 Leases. A summary of the Company's active leases under contract as at June 30, 2025 is as follows:
| Lessee | Asset | Remaining lease term (years) | Type |
| Silver State Cultivation LLC | Land and building | 7.43 | Operating lease |
| Silver State Relief LLC (Sparks) | Land and building | 11.43 | Operating lease |
| Silver State Relief LLC (Fernley) | Land and building | 11.43 | Operating lease |
| Silver State Relief LLC (Reno) | Land and building | 9.01 | Operating lease |
On February 1, 2023, the Company entered into amended agreements for the Sparks and Fernley leases, extending the lease terms from their original end date in 2025 to 2029, with three renewal periods of seven years each. The Company opted for one renewal term under the amended contracts, extending the lease terms until December 31, 2036. Accordingly, during the year ended January 31, 2024, the carrying amounts of right-of-use assets and lease liabilities were remeasured, resulting in an increase of $528,067 in the right-of-use asset and lease liabilities for the Sparks lease, and $396,038 for the Fernley lease.
On June 11, 2024, the Company entered into a lease agreement for the new dispensary store in South Reno, Nevada. The lease commenced on July 1, 2024, and will expire on June 30, 2034. Monthly payments are required at the beginning of each calendar month, with the first payment of $14,300 made on the lease commencement date. The base rent will increase by 3% annually. The lease is classified as an operating lease with an implicit interest rate of 10%. Accordingly, the Company recognized a lease liability valued at $1,221,143.
For the three months ended June 30, 2025, the Company incurred operating lease costs of $411,697 (2024 - $362,517). Of these amounts, during the three months ended June 30, 2025 - $203,092 were allocated to inventory (2024 - $203,092).
A summary of the Company's weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| Weighted average discount rate | 10.00% | 10.00% | ||||
| Weighted average remaining lease term (years) | 9.36 | 9.60 |
A summary of the maturity of contractual undiscounted liabilities associated with the Company's operating leases as at June 30, 2025 is as follows:
| Year ending March 31, | $ | ||
| 2026 | 1,155,649 | ||
| 2027 | 1,582,287 | ||
| 2028 | 1,629,756 | ||
| 2029 | 1,678,649 | ||
| 2030 | 1,729,008 | ||
| Thereafter | 8,361,370 | ||
| Total undiscounted lease liabilities | 16,136,718 | ||
| Effects of discounting | (5,959,052 | ) | |
| Total present value of minimum lease payments | 10,177,665 | ||
| Current portion of lease liability | 555,838 | ||
| Lease liabilities | 9,621,827 |
As at June 30, 2025, the Company had total undiscounted lease liabilities of $16,136,719 (March 31, 2025 - $16,517,271) pertaining to lease liabilities.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
15. DERIVATIVE LIABILITY
A summary of the Company's derivative liability is as follows:
| Earn out shares |
|||
| $ | |||
| Balance, March 31, 2024 | 84,871 | ||
| Gain on change in fair value of derivative liability | (52,257 | ) | |
| Effect of foreign exchange | (4,790 | ) | |
| Balance, March 31, 2025 | 27,824 | ||
| Effect of foreign exchange | 1,495 | ||
| Balance, June 30, 2025 | 29,319 |
Upon the May 24, 2019 acquisition of Swell Companies Limited, the vendors can earn up to 6,000,000 'earn out' shares over a period of seven years. The conditions were based on the Company's common shares exceeding certain share prices during the period. Additionally, 50% of the earn out shares are earned upon a change of control of the Company. The fair value of the derivative liability is derived using a Monte Carlo simulation.
In February 2023, the Company settled the obligation to issue 4,792,800 common shares by making cash payments of $575,136. As at June 30, 2025 and March 31, 2025 the total number of remaining earn out shares is 1,207,200.
16. SHARE CAPITAL
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.
A summary of the Company's share capital is as follows:
| Number of shares |
Common stock |
|||||
| # | $ | |||||
| Balance, March 31, 2024 | 120,047,814 | 105,467,920 | ||||
| Warrants issued in private placement | - | 966,028 | ||||
| Share-based compensation | - | 849,559 | ||||
| Cancellation of shares | (2,051,000 | ) | (276,730 | ) | ||
| Balance, March 31, 2025 | 117,996,814 | 107,006,777 | ||||
| Share-based compensation | - | 93,945 | ||||
| Cancellation of shares | (184,500 | ) | (28,285 | ) | ||
| Balance, June 30, 2025 | 117,812,314 | 107,072,437 |
During the three months ended June 30, 2025, the Company repurchased and cancelled 184,500 common shares for $28,285 (CAD $37,119). During the year ended March 31, 2025, the Company repurchased and cancelled 2,051,000 common shares for $256,375 (CAD $363,181)).
a) Commitment to issue shares
In connection with the acquisition of EFF on June 13, 2018, the Company issued a promissory note payable to deliver 1,977,500 shares to the vendors of EFF in the amount of $1,905,635, without interest, any time after October 15, 2018. As at June 30, 2025 and March 31, 2025, shares issued pursuant to this commitment total 1,184,407 shares.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
16. SHARE CAPITAL (continued)
b) Warrants
A summary of the Company's warrant activity is as follows:
| Number of warrants |
Weighted average exercise price |
Weighted average remaining life |
|||||||
| # | C$ | Years | |||||||
| Balance, March 31, 2024 | 1,200,000 | 1.50 | 0.15 | ||||||
| Issuance from private placement | 4,000,000 | 0.55 | 1.35 | ||||||
| Expired | (1,200,000 | ) | 1.50 | - | |||||
| Balance, June 30, 2025 and March 31, 2025 | 4,000,000 | 0.55 | 1.35 |
On May 6, 2024, the Company closed its debenture unit private placement and issued 4,000,000 warrants. Each warrant is exercisable for one common share at a price of C$0.55 per share for a period of 30 months from the issuance date. Proceeds of $966,028 were allocated to the warrants and recorded in reserves.
A summary of the Company's outstanding and exercisable warrants as at June 30, 2025 is as follows:
| Expiry date | Exercise price | Number of warrants outstanding |
||||
| C$ | # | |||||
| November 6, 2026 | 0.55 | 4,000,000 |
As at June 30, 2025 and March 31, 2025, outstanding and exercisable warrants had intrinsic values of $nil and $nil, respectively.
c) Stock options
The Company is authorized to grant options to executive officers and directors, employees, and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option equals the market price of the Company's shares as calculated on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors.
A summary of the Company's stock option activity is as follows:
| Number of options |
Weighted average exercise price |
Weighted average remaining life |
|||||||
| # | C$ | Years | |||||||
| Balance, March 31, 2024 | 1,100,000 | 0.84 | 0.71 | ||||||
| Granted | 5,425,000 | 0.53 | 2.12 | ||||||
| Expired | (1,100,000 | ) | - | - | |||||
| Balance, June 30, 2025 and March 31, 2025 | 5,425,000 | 0.53 | 1.87 |
On May 13, 2024, the Company granted 5,425,000 stock options to certain officers, directors, and employees. Each stock option entitles the holder to acquire one common share of the Company at an exercise price of C$0.53, expiring on May 13, 2027. Of the options granted, one-third vests immediately, with the remaining two-thirds vesting in equal parts every twelve months thereafter. The fair value of these options was $1,129,810 (C$1,544,676).
A summary of the Company's stock options outstanding and exercisable as at June 30, 2025, is as follows:
| Expiry date | Exercise price | Number of options outstanding |
Number of options exercisable |
||||||
| C$ | # | # | |||||||
| May 13, 2027 | 0.53 | 5,425,000 | 3,616,667 | ||||||
| 0.53 | 5,425,000 | 3,616,667 |
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
16. SHARE CAPITAL (continued)
As at June 30, 2025 and March 31, 2025, outstanding and exercisable stock options had intrinsic values of $nil and $nil, respectively.
During the three months ended June 30, 2025, the Company recorded share-based compensation expense on vesting of stock options of $93,945 (2024 - $422,218).
The Company used the following inputs in the Black-Scholes option pricing model to determine the fair value of options granted during the year ended March 31, 2025:
| Stock price | C$0.53 | ||
| Exercise price | C$0.53 | ||
| Risk-free interest rate | 4.37% | ||
| Expected life | 2.00 years | ||
| Expected volatility | 100.09% | ||
| Expected annual dividend yield | 0.00% |
For non-employee options, the expected term is the contractual life, while for employees and directors, it is the estimated period the options are expected to be outstanding, using the 'simplified' method for 'plain vanilla' employee options. Expected volatility is based on historical volatilities of similarly positioned public companies over a period equivalent to the expected life of the options. The risk-free interest rate is derived from the Treasury zero-coupon bond yields with a term matching the expected life of the options.
17. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
A summary of the Company's selling, general and administration expenses for the three months ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Accounting and legal | 28,589 | 150,002 | ||||
| Depreciation and amortization | 445,616 | 379,522 | ||||
| License fees, taxes, and insurance | 373,416 | 370,311 | ||||
| Office facilities and administrative | 107,531 | 138,584 | ||||
| Operating lease costs | 208,605 | 159,425 | ||||
| Other expenses | 133,205 | 52,821 | ||||
| Professional fees and consulting | 189,556 | 151,727 | ||||
| Salaries and wages | 1,118,997 | 984,664 | ||||
| Sales, marketing, and promotion | 61,165 | 39,760 | ||||
| Share-based compensation | 93,945 | 422,218 | ||||
| Shareholder communications | 2,001 | 7,481 | ||||
| Travel and entertainment expense | 13,952 | 14,440 | ||||
| 2,776,578 | 2,870,955 |
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
18. SEGMENTED INFORMATION
The Company defines its major geographic operating segments as Oregon and Nevada. Due to the ever-present jurisdictional cannabis compliance issues in the industry, each state operation is by nature operationally segmented.
The Chief Operating Decision Maker ("CODM") is the Company's CEO, Sonny Newman. The CODM's review consists of revenue, cost of sales, and gross profit as the primary measures of segment performance. The CODM reviews key categories of operating expenses including general and administration expenses, sales, marketing, and promotion expenses, and operating lease costs. The Corporate segment does not conduct income generating activities and its results are reviewed for cost management. As the Company continues to expand via acquisition, the segmented information will expand based on management's agreed upon allocation of costs beyond gross margin.
A summary of the Company's segmented operational activity and balances from continuing operations for three months ended June 30, 2025 is as follows:
| Nevada | Corporate | Total | |||||||
| $ | $ | $ | |||||||
| Total revenue | 8,553,373 | - | 8,553,373 | ||||||
| Gross profit | 2,983,991 | - | 2,983,991 | ||||||
| Operating expenses: | |||||||||
| General and administration | (1,399,180 | ) | (568,067 | ) | (1,967,247 | ) | |||
| Sales, marketing, and promotion | (61,165 | ) | - | (61,165 | ) | ||||
| Operating lease cost | (208,605 | ) | - | (208,605 | ) | ||||
| Depreciation and amortization | (422,587 | ) | (23,029 | ) | (445,616 | ) | |||
| Share-based compensation | - | (93,945 | ) | (93,945 | ) | ||||
| Interest expense and other income (loss) | 1,791 | (140,663 | ) | (138,872 | ) | ||||
| Net income (loss) from continuing operations before income tax expense | 894,245 | (825,704 | ) | 68,541 |
Segmented information pertaining to discontinued operations (Oregon) is contained within Note 5.
A summary of the Company's segmented operational activity and balances from continuing operations for three months ended June 30, 2024 is as follows:
| Nevada | Corporate | Total | |||||||
| $ | $ | $ | |||||||
| Total revenue | 6,596,009 | - | 6,596,009 | ||||||
| Gross profit | 2,030,699 | - | 2,030,699 | ||||||
| Operating expenses: | |||||||||
| General and administration | (1,225,930 | ) | (644,100 | ) | (1,870,030 | ) | |||
| Sales, marketing, and promotion | (39,760 | ) | - | (39,760 | ) | ||||
| Operating lease cost | (159,425 | ) | - | (159,425 | ) | ||||
| Depreciation and amortization | (356,493 | ) | (23,029 | ) | (379,522 | ) | |||
| Share-based compensation | - | (422,218 | ) | (422,218 | ) | ||||
| Interest expense and others | (22,456 | ) | (156,036 | ) | (178,492 | ) | |||
| Net income (loss) from continuing operations before income tax expense | 226,635 | (1,245,383 | ) | (1,018,748 | ) |
Segmented information pertaining to discontinued operations (Oregon) is contained within Note 5.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
18. SEGMENTED INFORMATION (continued)
Entity-wide disclosures
All revenue for the three months ended June 30, 2025 and 2024 was earned in the United States.
For the three months ended June 30, 2025 and 2024, no customer represented more than 10% of the Company's net revenue. As at June 30, 2025 and March 31, 2025, no customer represented more than 10% of the Company's receivables.
A summary of the Company's long-lived tangible assets disaggregation by geographic area is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Nevada | 11,790,017 | 12,058,882 | ||||
| Discontinued operations | - | - | ||||
| 11,790,017 | 12,058,882 |
19. COMMITMENTS
The Company and its subsidiaries are committed under lease agreements with third parties and related parties, for land, office space, and equipment in Nevada. A summary of the Company's future minimum payments as at June 30, 2025 is as follows:
| Year ending March 31, | Third parties |
Related parties |
Total | ||||||
| $ | $ | $ | |||||||
| 2026 | 562,258 | 593,391 | 1,155,649 | ||||||
| 2027 | 769,381 | 812,906 | 1,582,287 | ||||||
| 2028 | 792,462 | 837,293 | 1,629,755 | ||||||
| 2029 | 816,236 | 862,412 | 1,678,648 | ||||||
| 2030 | 840,723 | 888,285 | 1,729,008 | ||||||
| Thereafter | 5,781,487 | 2,579,884 | 8,361,371 | ||||||
| 9,562,547 | 6,574,171 | 16,136,718 |
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
20. RELATED PARTY TRANSACTIONS
A summary of the Company's related balances included in accounts payable and accrued liabilities, and lease liabilities is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Lease liabilities due to a company controlled by the Chief Executive Officer ("CEO") | 4,549,521 | 4,630,273 | ||||
| Due to the Chief Financial Officer ("CFO") | 1,105 | 557 | ||||
| 4,550,626 | 4,630,830 |
Due to the CFO consists of reimbursable expenses incurred in the normal course of business.
A summary of the Company's transactions with related parties including key management personnel for the three months ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Consulting fees paid to a director | 5,000 | 15,000 | ||||
| Amounts paid to CEO or companies controlled by CEO for leases | 195,839 | 190,134 | ||||
| Amounts paid to CEO or companies controlled by CEO for remuneration | 46,154 | 46,154 | ||||
| Salary paid to directors and officers | 123,739 | 105,617 | ||||
| Share-based compensation | 59,744 | 249,050 | ||||
| 430,476 | 605,955 |
21. EARNINGS PER SHARE
A summary of the Company's calculation of basic and diluted earnings per share for the three months ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Net loss from continuing operations after income taxes | (756,959 | ) | (1,386,448 | ) | ||
| Net loss from discontinued operations after income taxes | (1,861 | ) | (25,724 | ) | ||
| Net loss | (758,820 | ) | (1,412,172 | ) | ||
| Weighted average number of common shares outstanding | 117,882,484 | 120,047,814 | ||||
| Dilutive effect of commitment to issue shares | 793,093 | 793,093 | ||||
| Diluted weighted average number of common shares outstanding | 118,675,577 | 120,840,907 | ||||
| Basic and diluted loss per share, continuing operations | (0.01 | ) | (0.01 | ) | ||
| Basic and diluted loss per share, discontinued operations | (0.00 | ) | (0.00 | ) | ||
| Basic and diluted loss per share | (0.01 | ) | (0.01 | ) |
The computation of diluted earnings per share excludes the effect of the potential exercise of warrants and stock options when the average market price of the common stock is lower than the exercise price of the respective warrant or stock option and when inclusion of these amounts would be anti-dilutive. For the three months ended June 30, 2025 and 2024, the number of warrants excluded from the computation was nil and nil, respectively. For the three months ended June 30, 2025 and 2024, the number of stock options excluded from the computation was 3,616,667 and 2,908,333, respectively. In addition, for the three months ended June 30, 2025 and 2024, the computation of diluted earnings per share excludes the potential issuance of 1,207,200 remaining earn out shares (Note 15) as the market price of the common shares has not been high enough to trigger an earn out event.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
22. CONTINGENCIES
From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. Management is of the opinion that disposition of any current matter will not have a material adverse impact on the Company's financial position, results of operations, or the ability to carry on any of its business activities.
Legal proceedings
Oregon Action: A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims, $612,500 in damages (as amended), against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee (the "Oregon Action"). The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure ("ORCP") 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly owned subsidiaries, and other defendants. On December 30, 2019, the Plaintiffs filed an amended complaint dismissing the Company (and some of its directors and subsidiaries) from the case and reducing the amount in controversy in the Oregon Action. On May 6, 2020, the court granted the Company's ORCP 21 motions in its entirety to dismiss all of Plaintiffs' claims against the remaining defendants. The judgment of dismissal was entered by the Clackamas County court on or about October 14, 2020.
On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment, entered on February 2, 2021. The judgment in favor of the Company remains unpaid and continues to collect interest at the statutory rate of 9% per annum.
On November 12, 2020, the Plaintiffs appealed the order dismissing the claims alleged in their amended complaint. On March 2, 2021, the Plaintiffs amended their appeal to include the award of attorney fees and costs.
On October 26, 2022, the Court of Appeals issued its decision, reversing the general and supplemental judgments in favor of the Company and remanding the case to the trial court for further proceedings. The Company filed a petition for reconsideration of the Court of Appeals decision on December 7, 2022, which was denied. On April 19, 2023, the Company filed a petition for review in the Oregon Supreme Court, which was denied. On November 1, 2023, the Court of Appeals issued the appellate judgement that reversed the October 2023 dismissal as well as the judgement for attorney fees and remanded the case against Phantom Brands, LLC, Swell Companies Limited, and two former employees. On December 21, 2023, the Plaintiffs filed a second amended complaint.
On April 2, 2024, the court confirmed dismissal of the Company and other defendants no longer named. The Company has filed a motion for costs and attorney fees totaling $108,876. By court order on September 8, 2024, the Company's motion was granted in full, awarding the Company $107,622 in attorney's fees, and $1,252 in costs. On October 8, 2024, the parties stipulated, and the Court granted, abatement of the matter until April 9, 2025. On October 30, 2024, the plaintiffs appealed the order, which is pending before the court. The Company's collection efforts are ongoing through garnishment procedures.
British Columbia Action: On or about September 13, 2019, the Company delivered a notice to the above-mentioned Plaintiffs of alleged breach and default under the EFF purchase and sale agreement, due to alleged unlawful, intentional acts and material misrepresentations by the Plaintiffs before and after the completion of the purchase. As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement. On or about October 14, 2019, Proudest Monkey Holdings, LLC and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs (the "British Columbia Action").
On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. The Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon Action (breach of contract, indemnity, unjust enrichment and wrongful termination claims). Plaintiffs allege $2,774,177 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action. This action remains in the discovery stage. The current trial date is scheduled for three weeks in September 2025. It is too early to predict the resolution of the claims and counterclaims.
| C21 INVESTMENTS INC. Notes to the Interim Condensed Consolidated Financial Statements For the three months ended June 30, 2025 and 2024 (Expressed in U.S. dollars, except as noted) |
23. INCOME TAXES
A summary of the Company's income tax expense and effective tax rate for the three months ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Net income (loss) from continuing operations before income taxes | 68,541 | (1,018,748 | ) | |||
| Income tax expense | 825,500 | 367,700 | ||||
| Effective tax rate | 1204% | -36% |
The Company is subject to income taxes in the United States and Canada. The Company has computed its provision for income taxes based on the actual effective tax rate for the quarter as management believes this is the best estimate for the annual effective tax rate. Significant judgment is required in evaluating the Company's uncertain tax position and determining the provision for income taxes.
24. FINANCIAL INSTRUMENTS
A summary of the Company's financial instruments classified as fair value through profit or loss and their classification in the fair value hierarchy is as follows:
| Fair value measurements at June 30, 2025 using: | Level 1 | Level 2 | Level 3 | Total | ||||||||
| $ | $ | $ | $ | |||||||||
| Financial liabilities: | ||||||||||||
| Earn out shares (Note 15) | - | - | 29,319 | 29,319 |
| Fair value measurements at March 31, 2025 using: | Level 1 | Level 2 | Level 3 | Total | ||||||||
| $ | $ | $ | $ | |||||||||
| Financial liabilities: | ||||||||||||
| Earn out shares (Note 15) | - | - | 27,824 | 27,824 |
The fair value of the derivative liability associated with the earn out shares was derived using a Monte Carlo simulation using non-observable inputs and therefore represents a Level 3 measurement.
25. SUBSEQUENT EVENT
During July 2025, the Company repurchased 39,500 common shares under its Normal Course Issuer Bid (NCIB) program through open market transactions. The shares were acquired at an average price of $0.15 (CAD $0.20) per share, for a total cost of $5,785 (CAD $7,900). The repurchased shares were subsequently cancelled. The NCIB program as authorised under Form 17A, allows the Company to repurchase up to 6,002,390 common shares, and as of July 31, 2025, 5,778,390 shares remain available for repurchase under the program.
C21 INVESTMENTS INC.
| Management's Discussion and Analysis For the three months ended June 30, 2025 (Expressed in U.S. Dollars) |
GENERAL
C21 Investments Inc. (the "Company", "C21", "we", "us" and "our") was incorporated in the Province of British Columbia under the Company Act (British Columbia) on January 15, 1987 as Empire Creek Mines Inc. On May 11, 1987, the Company changed its name to Curlew Lake Resources Inc. Effective November 24, 2017, the Company changed its name to C21 Investments Inc. On June 15, 2018, the Company's common shares (the "Common Shares") were delisted from the TSX Venture Exchange and on June 18, 2018, the Common Shares commenced trading on the Canadian Securities Exchange ("CSE") under the symbol CXXI. The Company registered its Common Shares in the United States ("U.S.") and on May 6, 2019, its Common Shares were cleared by the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On August 23, 2019 the Company announced it had been approved for trading on the OTCQB Venture Market, and on September 28, 2020 the Company upgraded to trading on the OTCQX Best Market.
The Company's unaudited interim condensed consolidated financial statements for the three months ended June 30, 2025, were authorized for issuance on July 31, 2025 by the Board.
Additional information related to the Company is available for viewing on SEDAR at www.sedar.com or the Company website at www.cxxi.ca.
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 Nevada, U.S.A. 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 and multi-market branded consumer packaged goods ("CPG").
The Company focuses on scalable opportunities in key markets that take advantage of its core competencies, including: (i) retail operational excellence and expanding its retail footprint through value-add acquisitions in existing markets, and (ii) branded CPG expansion through both captive retail and wholesale channels. The Company focuses on acquiring businesses that provide immediate contribution to overall profitability, or have a path to profitability within twelve months, where it can leverage existing assets, brands, and domain expertise.
The Company currently holds licenses in Nevada spanning the entire cannabis supply chain. The Company presents its Oregon operations as 'held for sale' on the Balance Sheet and as 'discontinued operations' in the Income Statement.
The Company's management team has significant professional experience, including deep experience both within the cannabis industry and other fast-paced growth industries like technology and venture capital. Management also includes experts from more traditional industries like forestry, manufacturing, real estate, and capital markets.
Strategic Focus and Growth
Our operations in Reno, Nevada under the Silver State Relief brand continues its strong financial performance generating healthy cash flow and satisfied customers. Building around this strong core we have accomplished much since the beginning of the Company's fiscal year 2025:
- After June 30, 2025 and to the date of this report, the Company purchased for cancellation 39,500 of its own common shares in the open market pursuant to the NCIB (see below November 26, 2024). This brings the total common shares purchased for cancelation under the NCIB to 224,000.
- During the first quarter ended June 30, 2025, the Company purchased for cancelation 184,500 of its own common shares in the open market pursuant to the NCIB (see below November 26, 2024).
- The Company has taken the position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code of 1986, including the planned refiling of amended U.S. federal income tax returns in the next few months. The refiling of tax returns will be for the years ended January 31, 2022, January 31, 2023, January 31, 2024, and the two months ended March 31, 2024, based on legal interpretations that challenge its tax liability under Section 280E of the Code. Management exercises significant judgment when assessing the probability of successfully sustaining the Company's tax filing positions, and in determining whether a contingent tax liability should be recorded and, if so, estimating the amount. See disclosure of Risks Factors later in this document.
- On February 19, 2025 the Company announced that it has completed a repurchase for cancellation of 2,051,000 of its common shares (the "Purchased Shares"), representing approximately 1.7% of the outstanding common shares ("Common Shares") of the Company, in a private transaction (the "Transaction"). The Purchased Shares were repurchased at a discount to the closing price of the Company's shares on the Canadian Securities Exchange (the "CSE") on February 14, 2025. The transaction was unanimously approved by the Board of Directors of the Company. "We are pleased to announce the purchase for cancellation of over 2 million outstanding Common Shares of C21 as we believe our current market valuation does not reflect the inherent value of our company given our growth trend, and proven track record of generating free cashflow over the last 5 years. Consistent with our strategy, this transaction represents the Company once again taking advantage of an opportunity that we believe will be accretive to our shareholders, " said Sonny Newman, Chief Executive Officer. "We continue to strive to be thoughtful stewards of capital and remain focused on pursuing additional accretive growth opportunities."
- On November 26, 2024 the Company announced that it intends to commence a normal course issuer bid (NCIB) under which it may purchase up to 6,002,390 common shares of the Company representing approximately 5% of the issued and outstanding shares of the Company. The Company may purchase common shares for a period of 12 months ending on December 2, 2025. All shares will be purchased on the open market at the prevailing market prices. The Company has not repurchased any shares to date.
- On June 26, 2024, the Company opened the South Reno Dispensary, its third Silver State Relief retail store in Nevada. Sales from this new store have grown from $1,090,000 in Q2 to $1,475,000 in Q3. The Google rating of the new store continues to be excellent at 4.8 (out of 5) with 82 reviews. This is particularly gratifying to the Silver State team.
- On June 7, 2024, the Company closed the acquisition of a cannabis dispensary in Reno, Nevada from Deep Roots Harvest. The Company acquired all the assets related to the operation of its 6,500 square foot, purpose-built, operational retail cannabis dispensary located in South Reno Nevada (the "South Reno Dispensary"). This acquisition will allow C21 to expand its retail footprint in Nevada, a pivotable step in its growth strategy. This store is being integrated and rebranded under the Silver State Relief banner. President and CEO of C21, Sonny Newman commented: "With the dispensary's desirable location in a high traffic, flourishing area of South Reno, we anticipate strong revenue growth from this acquisition, along with the added benefit of allowing us to expand the portion of our cultivation capacity sold through our retail channel."
- On May 6, 2024, the Company closed a private placement of C$4 million from the issuance of convertible debentures units (the "May 2024 Private Placement"). The proceeds will be used to fund the acquisition of the South Reno Dispensary. The convertible debenture units are comprised of a "Convertible Debenture" convertible into common shares at C$0.45, and a "Warrant" entitling the holder to exercise into common shares at C$0.55. The maximum shares issuable from the Convertible Debenture is 8,888,889 common shares, and from the Warrant, 4,000,000 common shares. The outstanding principal amount owing under the Convertible Debenture will accrue interest from the issue date at 12% per annum payable quarterly in cash. Repayment of the Convertible Debenture will be made in 25 equal monthly installments beginning on the last day of the 6th month from issuance. The Convertible Debenture matures 30 months after issuance. See the news release and public filings of this issuance for further information.
The Company's strategic Initiatives over the next 12 months include: (i) extending our Nevada retail footprint where we have a proven track record of success and (ii) continuing our disciplined approach to growth and financing.
As the Company has discontinued its Oregon operations, the discussion in this MD&A focusses primarily on the Company's Nevada operations.
NEVADA
The Company acquired Silver State Relief and Silver State Cultivation ("Silver State") on January 1, 2019. The Nevada business operates in Reno, Sparks and Fernley, Nevada.
Cultivation, Processing and Wholesale
Through Silver State in Nevada, the Company operates its indoor cultivation and processing out of a 104,000 square foot facility now with 37,000 square feet of cultivation and 1,200 square feet dedicated to volatile extraction. Silver State completed a $3 million expansion of its grow facility in April 2022, more than doubling capacity to 11,500 pounds of biomass with 8,100 pounds of flower and 3,300 pounds of trim annually.
The Company's extraction processing supports branded CPG in both captive retail and wholesale channels. Silver State manufactures Hood Oil cartridges, Phantom Farms pre-rolls, and flower strains, together with the Silver State branded products which include Flower, pre-rolls, and concentrates. These in-house brands make up 26% of sales in the dispensaries. With the addition of our third dispensary, more production has been allocated to our own stores, and wholesale sales fell to $1.4 million for the year ended March 31, 2025 ($3.0 million in year ended January 31, 2024).
Retail
The Company operates three dispensaries with the acquisition of the third, the South Reno Dispensary, finalized on June 7, 2024, with its grand opening occurring on June 26, 2024. It is a 6,500 square foot, purpose-built, retail cannabis dispensary. With the dispensary's desirable location in a high traffic, flourishing area of Southern Reno, the Company anticipates strong revenue growth from this acquisition, along with the added benefit of allowing it to expand the portion of its cultivation capacity sell through.
Our two established stores, an 8,000-square foot retail dispensary, located in Sparks, Nevada, and a 6,000-square foot dispensary located in Fernley, Nevada. Silver State Relief had total retail sales of $28.7 million during the year ended March 31, 2025 as compared to $25.3 million in the year ended January 31, 2024. The three stores now collectively service a total of more than 183,000 recreational and medical cannabis customers per quarter, with over 700 SKUs in each store.
| Silver State Relief - Customer transactions | ||||||||||||
| Quarterly | ||||||||||||
| Store location: | ||||||||||||
| Quarter | South Reno | Fernley | Sparks | Total | ||||||||
| Q2 | - | 47,439 | 80,199 | 127,638 | ||||||||
| Q3 | - | 49,158 | 81,232 | 130,390 | ||||||||
| Q4-2024 | - | 48,545 | 75,684 | 124,229 | ||||||||
| Q1-2025 | 857 | 49,796 | 75,796 | 126,449 | ||||||||
| Q2 | 25,319 | 53,767 | 75,825 | 154,911 | ||||||||
| Q3 | 34,987 | 54,277 | 79,193 | 168,457 | ||||||||
| Q4 | 39,535 | 54,459 | 80,617 | 174,611 | ||||||||
| Q1-2025 | 43,374 | 55,329 | 84,632 | 183,335 | ||||||||
INTERIM MD&A - QUARTERLY HIGHLIGHTS
Operations
| 2 months | ||||||||||||||||||||||||
| LAST EIGHT QUARTERS, except as noted | (000's unless noted) | ended | ||||||||||||||||||||||
| 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | 31-Mar-24 | 31-Jan-24 | 31-Oct-23 | |||||||||||||||||
| Inventory | 4,163 | 4,051 | 3,885 | 3,975 | 3,300 | 2,866 | 2,709 | 2,839 | ||||||||||||||||
| Revenues | 8,553 | 8,106 | 7,908 | 7,509 | 6,596 | 4,465 | 6,549 | 6,882 | ||||||||||||||||
| Income (loss) from operations, adding back share based compensation | 301 | 974 | 1,122 | 454 | (418 | ) | 290 | 493 | 226 | |||||||||||||||
| Adjusted EBITDA | 1,069 | 1,692 | 1,568 | 1,295 | 311 | 633 | 1,055 | 943 | ||||||||||||||||
| Income (loss) from continuing operations | (757 | ) | (1,530 | ) | (81 | ) | (759 | ) | (1,386 | ) | (51 | ) | (2,082 | ) | (357 | ) | ||||||||
| *per common share, basic & diluted | (0.01 | ) | (0.01 | ) | (0.00 | ) | (0.01 | ) | (0.01 | ) | (0.00 | ) | (0.02 | ) | (0.00 | ) | ||||||||
| Profit (loss) attributable to owners | (842 | ) | (1,563 | ) | (1 | ) | (845 | ) | (1,412 | ) | (74 | ) | (2,042 | ) | (376 | ) | ||||||||
| *per common share basic & diluted | (0.01 | ) | (0.01 | ) | (0.00 | ) | (0.01 | ) | (0.01 | ) | (0.00 | ) | (0.02 | ) | (0.00 | ) | ||||||||
Inventory balance at June 30, 2025 has increased by $1.3 million since March 31, 2024 due to the opening of our third store, the South Reno dispensary on June 26, 2024.
Adjusted EBITDA for quarter ended June 30, 2025 decreased compared to the prior quarter ended March 31, 2025 due to the decrease in income from operations discussed on the following page under "Gross Profit" and the reduction in general and administration expenses. Also see Non-GAAP measures below.
Federal corporate income taxes are very high in the cannabis industry due to the restrictions of Section 280E of the tax code. Therefore, the measure of income before these taxes is a useful measure. In the table above we calculate income from continuing operations, adding back share-based compensation, in the Quarterly table above, as a useful measure.
INTERIM MD&A - QUARTERLY HIGHLIGHTS (continued)
Summary derived from the Company's consolidated financial statements:
| PROFIT AND LOSS | Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||
| 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | ||||||||||||
| Revenues- Retail | $ | 8,032,441 | 7,799,400 | 7,574,180 | 7,101,985 | 6,196,208 | ||||||||||
| Wholesale | 520,932 | 306,112 | 333,632 | 406,562 | 399,801 | |||||||||||
| Revenue | $ | 8,553,373 | 8,105,512 | 7,907,812 | 7,508,547 | 6,596,009 | ||||||||||
| Inventory expensed to cost of sales | 5,569,382 | 4,477,048 | 4,272,868 | 4,243,714 | 4,565,310 | |||||||||||
| Gross profit | 2,983,991 | 3,628,464 | 3,634,944 | 3,264,833 | 2,030,699 | |||||||||||
| 34.9% | 44.8% | 46.0% | 43.5% | 30.8% | ||||||||||||
| Expenses | ||||||||||||||||
| General and administration | 1,967,247 | 1,940,897 | 1,812,006 | 2,105,905 | 1,870,030 | |||||||||||
| Sales, marketing, and promotion | 61,165 | 59,951 | 46,734 | 61,189 | 39,760 | |||||||||||
| Operating lease cost | 208,605 | 208,605 | 208,605 | 208,606 | 159,425 | |||||||||||
| Depreciation and amortization | 445,616 | 445,042 | 445,992 | 435,456 | 379,522 | |||||||||||
| Share based compensation | 93,945 | 136,757 | 143,493 | 147,091 | 422,218 | |||||||||||
| Total expenses | 2,776,578 | 2,791,252 | 2,656,830 | 2,958,247 | 2,870,955 | |||||||||||
| Income (loss) from operations | 207,413 | 837,212 | 978,114 | 306,586 | (840,256 | ) | ||||||||||
| Other items | ||||||||||||||||
| Interest expense | (62,140 | ) | (69,162 | ) | (82,953 | ) | (88,697 | ) | (52,863 | ) | ||||||
| Accretion expense | (118,458 | ) | (127,743 | ) | (148,405 | ) | (149,834 | ) | (83,889 | ) | ||||||
| Other Income (loss) | 41,726 | 10,601 | (105,234 | ) | 927 | (41,740 | ) | |||||||||
| Change in fair value of derivative liabilities | - | 52,257 | - | - | - | |||||||||||
| Income (loss) before before taxes | 68,541 | 703,165 | 641,522 | 68,982 | (1,018,748 | ) | ||||||||||
| Income tax expense | (825,500 | ) | (2,232,750 | ) | (722,800 | ) | (828,400 | ) | (367,700 | ) | ||||||
| Income from continuing operations | (756,959 | ) | (1,529,585 | ) | (81,278 | ) | (759,418 | ) | (1,386,448 | ) | ||||||
| Income (loss) from discontinued operations | 1,861 | (51,712 | ) | (49,663 | ) | (85,714 | ) | (25,724 | ) | |||||||
| Net income (loss) | (755,098 | ) | (1,581,297 | ) | (130,941 | ) | (845,132 | ) | (1,412,172 | ) |
"Revenue" includes retail revenues from our three stores and wholesale revenue from our cultivation operations. The Q1 total revenues were up 30% at $8.6 million versus the Prior Year Quarter of $6.6 million and increased by 6% sequentially from the Prior Quarter of $8.1 million. Retail revenues in Q1 were $8.0 million, up 30% versus Prior Year Quarter of $6.2 million, and up sequentially 3% versus Prior Quarter of $7.8 million. Wholesale revenues in Q1 of $0.52 million were up on the Prior Year Quarter of $0.41 million and up sequentially on the Prior Quarter of $0.31 million.
The increases in retail revenue are due to the third Silver State Relief dispensary starting operations on June 26, 2024. Monthly revenues for this new South Reno Store have ramped up from $273,000 in July 2024 to $609,000 in June 2025.
"Cost of Sales" includes the costs directly attributable to cultivating and processing cannabis plus the cost of product purchases from third parties, for sale in our stores. We use an average costing model which captures and averages costs over several quarters.
"Gross profit" Q1 gross profit margin % has increased to 34.9% from 30.8% in the Prior Year Quarter and decreased sequentially from 44.8% in the Prior Quarter. The decrease sequentially reflects seasonal factors, increased price compression, rising costs and increased wholesale sales at low margins.
"Income from operations" for Q1 is $0.2 million up versus the Prior Year Quarter of ($0.8) million and down sequentially versus Prior Quarter $0.8 million. This increase is due to an increase in gross profit and lower general and administration costs versus the Prior Year Quarter and the decrease sequentially is due to lower gross profit.
Expenses
"General and administration" includes all overhead costs that have not otherwise been allocated to cost of sales. These include salaries and wages, professional fees including legal and accounting, insurance and some local taxes. Q1 costs of $2.0 million was up versus the Prior Year Quarter of $1.9 million, and up 26,350 versus the Prior Quarter.
"Operating lease cost" is the cost of leases not included in cost of sales and was $208,605 for Q1 versus $159,425 in Prior Year Quarter. This increase is due to the lease on our new store which opened on June 26, 2024.
"Depreciation and amortization" include provisions for fixed assets and intangibles not included in cost of sales. The total depreciation and amortization in Q1 was $0.45 million versus $0.38 million in the Prior Year Quarter.
"Share based compensation" is a non-cash item and reflects the issuance of stock options to employees, officers, and directors. This expense of $93,945 in Q1 is down from $422,218 in the Prior Year Quarter due to the issuance of share options to employees, directors and officers during the Quarter ending June 30, 2024.
Other Items
"Interest expense" in Q1 was $62,140 versus $52,863 in the Prior Year Quarter. This interest is for the Convertible Debentures issued during the Quarter ending June 30, 2024.
"Accretion expense" in Q1 was $118,458 versus $83,889 in the Prior Year Quarter. This accretion is due to the issuance of the C$4 million Convertible Debentures during the Quarter ending June 30, 2024.
"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 Company's profit or loss statement. As a result, a share price increase period-over-period will result in a reduction in net income and vice versa. In February and March 2023, the Company entered into cancelation agreements with the majority of the Swell Vendors who had rights to Swell Earn-Out shares, canceling those rights for a one-time cash payment. Of the 6.0 million original Swell Earn-Out shares, 1.2 million remain outstanding which expire May 24, 2026. Of the original 10.5 million of earn out shares to both Phantom and Swell, 1.2 million remain.
"Provision for income taxes" in Q1 of $0.8 million is up versus Prior Year Quarter of $0.4 million due to accrual of penalties and interest.
"Other comprehensive income (loss)," specifically the cumulative translation adjustment, comes about in GAAP when translating the balances between the parent company (investments made in C$) and the US subsidiaries (US$). These foreign exchange gains or losses at each reporting date result from the translation of C$ amounts to US$ (which is our reporting currency).
"Net income (loss) from discontinued operations" the Company has classified all of its Oregon operations to 'discontinued operations'. The revenues and expenses pertaining to the Oregon operations are shown in this line item. We have had no active business in Oregon since early 2022. The effect of this treatment is to lower our revenues (Q1 -$nil, Prior Year Quarter -$nil) and increase our gross profit (Q1-$nil, Prior Year Quarter -$nil) and decrease our income from operations and net income (Q1-$1,861, Prior Year Quarter- increase of $25,724). There is no effect of discontinuing the Oregon operations on our Nevada operations as the cannabis business in each state is unique and separate, which is due to the regulation of the cannabis industry. In the fourth quarter ended March 31, 2025 the Company sold the remaining real property in central and southern Oregon.
Non-GAAP Financial Measures
"Adjusted EBITDA" is supplemental, non-GAAP financial measures. The Company defines EBITDA as earnings before depreciation and amortization, depreciation and interest in cost of sales, income taxes, and interest. Additionally, the Company's Adjusted EBITDA presented above excludes accretion, loss from discontinued operations, 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 GAAP, and these metrics should not be considered in isolation of, or as a substitute for, the measurement of the Company's performance prepared in accordance with GAAP. "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 the current presentation.
| ADJUSTED EBITDA | |||||||||||||||
| Quarter ended (except as noted) | 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | ||||||||||
| Net income (loss) | (758,820 | ) | (1,581,297 | ) | (130,941 | ) | (845,132 | ) | (1,412,172 | ) | |||||
| Interest & accretion | 180,598 | 196,905 | 231,358 | 238,531 | 136,752 | ||||||||||
| Provision for taxes | 825,500 | 2,232,750 | 722,800 | 828,400 | 367,700 | ||||||||||
| Depreciation and amortization | 445,616 | 445,042 | 445,992 | 435,456 | 379,522 | ||||||||||
| Depreciation and interest in COS | 203,092 | 203,091 | - | 406,184 | 203,091 | ||||||||||
| EBITDA | 895,986 | 1,496,491 | 1,269,209 | 1,063,439 | (325,107 | ) | |||||||||
| Change in FV of derivative liability | - | (52,257 | ) | - | - | - | |||||||||
| Share based compensation | 93,945 | 136,757 | 143,493 | 147,091 | 422,218 | ||||||||||
| Loss (gain) discontinued operations | 1,861 | 51,712 | 49,663 | 85,714 | 25,724 | ||||||||||
| One-time special project costs | 118,770 | 70,000 | - | - | 117,543 | ||||||||||
| Production curtailment, inventory adj's | - | - | - | - | 28,700 | ||||||||||
| Other gain/loss | (41,726 | ) | (10,601 | ) | 105,234 | (927 | ) | 41,740 | |||||||
| Adjusted EBITDA | 1,068,836 | 1,692,102 | 1,567,599 | 1,295,317 | 310,818 |
| FREE CASH FLOW | |||||||||||||||
| Quarter ended (except as noted) | 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | ||||||||||
| Cash provided by operating activities before taxes and changes in working capital (continuing operations) | 942,348 | 1,582,088 | 1,726,751 | 1,045,505 | 77,815 | ||||||||||
| Purchases of property and equipment | (37,329 | ) | (31,434 | ) | (144,908 | ) | (60,731 | ) | (169,660 | ) | |||||
| 905,019 | 1,550,654 | 1,581,843 | 984,774 | (91,845 | ) |
"Free Cash Flow" is defined as Cash Provided by Operating Activities from Continuing Operations adding back income tax expense and before changes in working capital, minus capital expenditures. Management believes that Free Cash Flow, which measures our ability to generate cash from our continuing business operations, is an important financial measure for use in evaluating the Company's financial performance. Free Cash Flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity.
RELATED PARTY TRANSACTIONS
A summary of the Company's related balances included in accounts payable and accrued liabilities is as follows:
| June 30, 2025 |
March 31, 2025 |
|||||
| $ | $ | |||||
| Lease liabilities due to a company controlled by the CEO | 4,549,521 | 4,630,273 | ||||
| Due to the CFO of the Company | 1,105 | 557 | ||||
| 4,550,626 | 4,630,830 |
Due to the CFO consists of reimbursable expenses incurred in the normal course of business.
A summary of the Company's transactions with related parties including key management personnel for the three months ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Consulting fees paid to a director | 5,000 | 15,000 | ||||
| Amounts paid to CEO or companies controlled by CEO for leases | 195,839 | 190,134 | ||||
| Amounts paid to CEO or companies controlled by CEO for remuneration | 46,154 | 46,154 | ||||
| Salary paid to directors and officers | 123,739 | 105,617 | ||||
| Share-based compensation | 59,744 | 249,050 | ||||
| 430,476 | 605,955 |
Amounts paid to CEO or companies controlled by CEO consists of salary and lease payments. The CEO owned all three buildings which Silver State operates from when the Company purchased Silver State in 2019. On June 5, 2023, a company controlled by the CEO sold its interest in the Silver State Relief LLC (Sparks) property. The Company continues to lease this facility from a third party. On August 19, 2023, a company controlled by the CEO sold its interest in the Silver State Relief LLC (Fernley) property. The Company continues to lease this facility from a third party.
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 amount | Contractual cash flows |
Under 1 year | 1-3 years | 3-5 years | More than 5 years |
|||||||||||||
| As at June 30, 2025 | ||||||||||||||||||
| Trade and other payables | $ | 2,541,590 | $ | 2,541,590 | $ | 2,541,590 | $ | - | $ | - | $ | - | ||||||
| Finance lease payments (1) | 10,177,665 | 16,136,717 | 1,547,617 | 3,235,914 | 3,432,981 | 7,920,205 | ||||||||||||
| Convertible debt (2) | 2,703,490 | 3,170,136 | 2,688,963 | 481,173 | - | - | ||||||||||||
| Total | $ | 15,422,745 | $ | 21,848,443 | $ | 6,778,170 | $ | 3,717,087 | $ | 3,432,981 | $ | 7,920,205 |
(1) Amounts in the table reflect minimum payments due for the Company's leased facilities and certain leased equipment under various lease agreements and purchase agreements.
(2) Amounts in the table reflect the contractually required principal payments payable under various convertible note and convertible debenture agreements. Some of these relate to the Oregon Action in the section Legal Proceedings below.
ADDITIONAL INFORMATION
LEGAL PROCEEDINGS
For a summary of the current legal proceedings, please refer to the Company's MD&A for the years ended March 31, 2025, and March 31, 2024 for detailed disclosure in this regard.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this MD&A, the Company has not entered into any off-balance sheet arrangements.
SHARE CAPITAL
The Company is authorized to issue an unlimited number of Common Shares.
As of June 30, 2025, there were:
- 117,812,314 Common Shares issued and outstanding;
- 5,425,000 options outstanding to purchase Common Shares, of which 3,616,667 options had vested;
- 4,000,000 warrants outstanding to purchase Common Shares; and
- no restricted share units ("RSUs") outstanding to purchase Common Shares.
- 793,093 acquisition shares to EFF vendors, yet to be issued. See 'Legal Proceedings' later in this MD&A.
As of July 31, 2025 (the date of this MD&A) the Company had the following securities outstanding:
| Type of Security | Number outstanding |
| Common Shares | 117,772,814 |
| Stock Options | 5,425,000 |
| Warrants | 4,000,000 |
| Acquisition shares | 793,093 |
| 127,990,907 |
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION
The Company's financial statements and the other financial information included in this MD&A 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 GAAP, 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. The Audit Committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.
ACCOUNTING POLICIES AND ESTIMATES
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. The Company's cash is deposited in bank accounts held with a major bank in Canada, a credit union in Washington, Nevada and Colorado.
LIQUIDITY RISK
Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management of the Company and the Board are actively involved in the review, planning and approval of significant expenditures and commitments.
The Company's consolidated financial statements for three months ended June 30, 2025 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.
At June 30, 2025, the Company had cash of $2,655,208, a working capital deficit of $219,683.
The Company has generated significant positive cash flow for the fiscal year ended March 31, 2025 and the fiscal year ended January 31, 2024. The Statement of Cash Flows for the three months ended June 30, 2025, shows cash flow from continuing operations of $0.5 million ($1.4 million for the fiscal year ended March 31, 2025, and $3.3 million for the fiscal year ended January 31, 2024). This cash flow includes the cash costs of opening a new dispensary during the year ended March 31, 2025 such as inventory build.
The Company acquired, for $3.5 million, a third retail dispensary as of June 7, 2024. This store located in South Reno, Nevada opened for business on June 26, 2024. The acquisition was paid for with cash on hand generated by the Company and a C$4.0 million financing completed in May 2024. The Company has commenced repaying C$160,000 per month plus interest on this debt. The Company is also making periodic payments against its corporate income tax payable.
The Company does not have any other significant capital expenditure plans in the next 12 months. We expect to continue to generate positive operations cash flow, and the addition of the third dispensary has improved our cash flow.
Working capital deficiency includes accounts payable and convertible promissory note totaling $1,768,759, which is currently in dispute with a vendor, which is noted in 'Legal Proceedings' above. Additionally, as at June 30, 2025, the Company had current income taxes payable of $2,142,540, and an uncertain tax position of $10,539,748. See income tax discussion below. To manage liquidity risk, the Company endeavors to ensure it has sufficient cash resources to meet its financial obligations. The Company's ability to service its debt depends on sustaining the profitability of its operations and obtaining sufficient financing on acceptable terms.
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, especially given the uncertain interest rate environment since the COVID-19 pandemic. 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, 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 73% of Americans live in a state where cannabis is legal in some form and 48% of the population lives in states where it is fully legalized for adult use.
The use of cannabis and cannabis derivatives to treat or alleviate the symptoms of a wide variety of chronic conditions has been generally accepted by a majority of citizens with a growing acceptance by the medical community as well. A review of the research, published in 2015 in the Journal of the American Medical Association, found evidence that cannabis can treat pain and muscle spasms. The pain component is particularly important, because other studies have suggested that cannabis can replace patients' use of highly addictive, potentially deadly opiates - meaning cannabis legalization literally improves lives.
Polls throughout the United States consistently show overwhelming support for the legalization of medical cannabis, together with strong majority support for the full legalization of recreational adult-use cannabis. According to an October 2022 Pew Research Center survey, around nine-in-ten Americans favor some form of cannabis legalization, with roughly 10% saying cannabis should not be legal in any form. In that survey, 88% of U.S. adults support legalizing cannabis either for medical and recreational use (59%) or medical use only (30%). These views have held steady since April 2021 polling from the Pew Research Center. These are large increases in public support over the past 40 years in favor of legalized cannabis use.
Notwithstanding that 40 states and the District of Columbia have now legalized adult-use and/or medical cannabis (with 21 states and the District of Columbia allowing adult-use 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 state of Nevada. The Company may expand into other states within the United States that have legalized cannabis use either medicinally or recreationally.
FEDERAL REGULATORY ENVIRONMENT
For a complete summary of the Federal regulatory environment, please refer to the Company's MDA for the fiscal years ended March 31, 2025, and March 31, 2024, 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 fiscal years ended March 31, 2025, and March 31, 2024 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 fiscal years ended March 31, 2025, and March 31, 2024 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.
In the event of a federal rescheduling of marijuana under the CSA, short of removal from the CSA (i.e., descheduling), there is the risk that FDA takes a more hands on approach to marijuana regulation, in addition to existing state-based regulations.
FORWARD LOOKING STATEMENTS
This MD&A 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 MD&A 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 capital expenses and revenues, future business strategy, competitive strengths, goals, expansion and growth of the Company's business, operations and plans, ramping of Sales at the Company's third store, including information concerning the completion and timing of the completion of contemplated acquisitions or dispositions, expectations whether such proposed transactions will be consummated on the current terms or otherwise and contemplated timing, expectations and effects of such proposed transactions, including the potential number and location of cultivation and production facilities and dispensaries or licenses therefor to be acquired or sold and markets to be entered into or exited by the Company as a result of completing such proposed transactions, the ability of the Company to successfully achieve its business objectives as a result of completing such proposed acquisitions or dispositions, 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 related to 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 securitized debt financing on terms acceptable to the Company, or at all. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks, uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information and statements. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.
Risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements include, among others, risks relating to U.S. regulatory landscape and enforcement related to cannabis, including governmental and environmental regulation, public opinion and perception of the cannabis industry, risks related to the ability to consummate 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 health risks, potential product recalls, reliance on key inputs, reliance on a healthy global supply chain, suppliers and skilled labor (the availability and retention of which is subject to uncertainty), cyber-security 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, risks related to future acquisitions or dispositions, limited research and data relating to cannabis, risks and uncertainties related to the lasting impact of the COVID-19 pandemic and the continued impact it may 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. 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.
| 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:
1. 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 June 30, 2025.
2. 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: July 31, 2025
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.
| 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, Michael Kidd, Chief Financial Officer of C21 Investments Inc., certify the following:
1. 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 June 30, 2025.
2. 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: July 31, 2025
SIGNED: "Michael Kidd"
Michael Kidd, Chief Financial 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.