6-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2026

Commission File Number: 000-55982

C21 Investments Inc. (Translation of registrant's name into English)

Suite 1900-855 West Georgia St., Vancouver, BC, V6C 3H4 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [           ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

SUBMITTED HEREWITH

Exhibits

99.1	Q3 Interim Financials for the 3 and 9 months ended Dec 31, 2025
99.2	Q3 Interim MD&A for the 3 and 9 months ended Dec 31, 2025
99.3	CEO Certification
99.4	CFO Certification

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	C21 Investments Inc.
	(Registrant)
Date: February 10, 2026	By:	/s/ Michael Kidd
		Michael Kidd
	Title:	CFO

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

Interim Condensed Consolidated Financial Statements
For the three and nine months ended December 31, 2025 and 2024
(Unaudited - Expressed in U.S. Dollars)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS	3
---	---
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS	4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY	5
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7-21

C21 INVESTMENTS INC. Interim Condensed Consolidated Balance Sheet(Unaudited - Expressed in U.S. dollars)

****	December 31,2025	March 31,2025
****
ASSETS
Current assets
Cash	2,418,561	2,625,461
Receivables	141,408	176,695
Inventory	4,257,041	4,051,425
Prepaid expenses and deposits	655,927	645,809
Note receivable - current portion	826,045	-
Assets classified as held for sale	-	4,725
****	8,298,982	7,504,115
Non-current assets
Property and equipment	2,313,727	2,665,600
Right-of-use assets	8,917,117	9,393,282
Intangible assets	6,820,094	8,092,663
Goodwill	28,541,323	28,541,323
Note receivable	-	802,766
Total assets	54,891,243	56,999,749
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	1,607,168	2,148,153
Convertible promissory notes	-	1,156,259
Convertible debentures - current portion	1,030,000	977,817
Settlement liability - current portion	1,200,000	-
Income taxes payable	1,544,415	2,833,991
Deferred revenue	302,418	309,892
Lease liabilities - current portion	607,631	530,931
****	6,291,632	7,957,043
Non-current liabilities
Convertible debentures	-	710,367
Settlement liability	400,000	-
Lease liabilities	9,309,119	9,771,124
Uncertain tax position	11,988,073	9,822,797
Derivative liability	29,184	27,824
Deferred tax liability	34,817	34,817
Total liabilities	28,052,825	28,323,972
SHAREHOLDERS' EQUITY
Common stock, no par value; unlimited shares authorized; 118,091,567 and 117,996,814 shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively	107,272,102	107,006,777
Subordinate shares, no par value; unlimited shares authorized; 100,000,000 and nil shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively	72	-
Commitment to issue shares	439,443	628,141
Accumulated other comprehensive loss	(2,196,041	(2,138,198
Deficit	(78,677,158	(76,820,943
Total shareholders' equity	26,838,418	28,675,777
Total liabilities and shareholders' equity	54,891,243	56,999,749

All values are in US Dollars.

Commitments (Note 18)

Subsequent event (Note 24)

Approved and authorized for issue on behalf of the Board of Directors:
/s/ "Bruce Macdonald"	Director	/s/ "Michael Kidd"	Director

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

C21 INVESTMENTS INC. Interim Condensed Consolidated Statements of Loss and Comprehensive Loss(Unaudited - Expressed in U.S. dollars, except number of shares)

	Three months endedDecember 31,		Nine months endedDecember 31,
	2025	2024	2025	2024
Revenue	8,140,752	7,907,812	25,164,417	22,012,368
Cost of sales	5,029,784	4,272,868	14,800,984	13,081,892
Gross profit	3,110,968	3,634,944	10,363,433	8,930,476
Selling, general and administrative expenses	2,756,784	2,656,830	8,573,488	8,486,032
Income from operations	354,184	978,114	1,789,945	444,444
Accretion expense	(84,620	(148,405	(306,769	(382,128
Interest expense	(41,525	(82,953	(156,295	(224,513
Loss on settlement of legal proceedings	-	-	(442,543	-
Gain (loss) on disposal of assets	-	(114,732	7,446	(155,692
Other income (loss)	(4,139	9,498	36,085	9,645
Net income (loss) from continuing operations before income tax expense	223,900	641,522	927,869	(308,244
Income tax expense	(833,100	(722,800	(2,775,700	(1,918,900
Net loss from continuing operations after income tax expense	(609,200	(81,278	(1,847,831	(2,227,144
Net loss from discontinued operations after income tax expense	(1,540	(49,663	(8,384	(161,101
Net loss	(610,740	(130,941	(1,856,215	(2,388,245
Other comprehensive income (loss):
Cumulative translation adjustment	(12,958	130,172	(57,843	114,404
Comprehensive loss	(623,698	(769	(1,914,058	(2,273,841
Basic and diluted loss per share from continuing operations	(0.01	(0.00	(0.02	(0.02
Basic and diluted loss per share from discontinued operations	(0.00	(0.00	(0.00	(0.00
Basic and diluted loss per share	(0.01	(0.00	(0.02	(0.02
Weighted average number of common shares outstanding - basic	117,936,561	120,047,814	117,874,964	120,047,814
Weighted average number of common shares outstanding - diluted	118,492,354	120,840,907	118,430,757	120,840,907

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

C21 INVESTMENTS INC. Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity(Unaudited - Expressed in U.S. dollars, except number of shares)

	Number of common shares		Common stock and reserves	Number of subordinate shares	Subordinate share capital	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	-		712,802	-	-	-	-	-	712,802
Net loss and comprehensive income for the period	-		-	-	-	-	114,404	(2,388,245	(2,273,841
Balance, December 31, 2024	120,047,814		107,146,750	-	-	628,141	(2,156,844	(75,239,646	30,378,401
Share-based compensation	-		136,757	-	-	-	-	-	136,757
Repurchase and cancellation of shares	(2,051,000	)	(276,730	-	-	-	-	-	(276,730
Net loss and comprehensive income for the period	-		-	-	-	-	18,646	(1,581,297	(1,562,651
Balance, March 31, 2025	117,996,814		107,006,777	-	-	628,141	(2,138,198	(76,820,943	28,675,777
Share-based compensation	-		194,211	-	-	-	-	-	194,211
Repurchase and cancellation of shares	(224,000	)	(32,430	-	-	-	-	-	(32,430
Exercise of debentures	318,753		103,544	-	-	-	-	-	103,544
Issuance of subordinate shares	-		-	100,000,000	72	-	-	-	72
EFF Settlement	-		-	-	-	(188,698	-	-	(188,698
Net loss and comprehensive loss for the period	-		-	-	-	-	(57,843	(1,856,215	(1,914,058
Balance, December 31, 2025	118,091,567		107,272,102	100,000,000	72	439,443	(2,196,041	(78,677,158	26,838,418

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

C21 INVESTMENTS INC. Interim Condensed Consolidated Statements of Cash Flows(Unaudited - Expressed in U.S. dollars)

****	Nine months endedDecember 31,
****	2025	2024
****
OPERATING ACTIVITIES
Net loss from continuing operations after income tax expense	(1,847,831	(2,227,144
Adjustments to reconcile net loss to cash provided by operating activities:
Accretion expense	306,769	382,128
Amortization of right-of-use assets	490,465	422,210
Depreciation and amortization	1,333,610	1,260,970
Interest expense	156,295	224,513
Interest and accretion income included in other income	(48,779	-
Loss on extinguishment of EFF liability	442,543	-
(Gain) loss on disposal of assets	(7,446	155,692
Share-based compensation	194,211	712,802
Changes in operating assets and liabilities:
Receivables	35,287	54,967
Inventory	160,027	(651,870
Prepaid expenses and deposits	(5,393	13,844
Accounts payable and accrued liabilities	81,587	(375,076
Settlement liability	(800,000	-
Income taxes payable	(1,289,576	1,168,900
Uncertain tax position	2,165,276	-
Deferred revenue	(7,474	(370
Lease liabilities	(399,605	(305,554
Cash provided by operating activities of continuing operations	959,966	836,012
Cash used in operating activities of discontinued operations	(8,384	(134,631
INVESTING ACTIVITIES
Purchases of property and equipment	(102,365	(375,299
Purchases of intangible assets	-	(3,413,647
Proceeds from disposal of assets	25,000	367,229
Cash used in investing activities of continuing operations	(77,365	(3,421,717
FINANCING ACTIVITIES
Proceeds from issuance of debenture units	-	2,920,562
Interest payments received on note receivable	25,500	-
Principal repayments on convertible debentures	(936,259	-
Interest paid in cash	(156,295	(567,800
Repurchase and cancellation of shares	(32,430	-
Cash (used in) provided by financing activities of continuing operations	(1,099,484	2,352,762
Cash used in financing activities of discontinued operations	-	(405,253
Effect of foreign exchange on cash	18,367	8,910
Change in cash during the period	(206,900	(763,917
Cash, beginning of period	2,625,461	3,260,568
Cash, end of period	2,418,561	2,496,651
Supplemental disclosure of cash flow information:
Income tax paid in cash	1,900,000	750,000
Interest payments received on note receivable	25,500	-
Interest paid in cash	156,295	567,800

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - 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 December 31, 2025, the Company had a working capital surplus of $2,007,350 (March 31, 2025 - working capital deficiency of $452,928) and an accumulated deficit of $78,677,158 (March 31, 2025 - $76,820,943). During the nine months ended December 31, 2025, the Company generated $959,966 in cash from operating activities, compared to $836,012 during the same period in 2024.

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 and nine months ended December 31, 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 and nine months ended December 31, 2025 and 2024

(Unaudited - 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 December 31, 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.

Recently issued accounting pronouncements not yet effective

In November 2024, the FASB 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.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

3. ACCOUNTING POLICIES (continued)

In July 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The objective of this update is to reduce the cost and complexity of applying the current expected credit loss model (CECL) to short-term accounts receivable and contract assets. ASU 2025-05 addresses these challenges by introducing a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change over the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that adoption of this amendment will have a material impact on its consolidated financial statements and disclosures.

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

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 and nine months ended December 31, 2025 contains no activity related to the mortgage. For the three and nine months ended December 31, 2024, interest expense on the mortgage was $4,237 and $12,933 and repayments totaled $11,388 and $34,164 respectively.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

5. DISCONTINUED OPERATIONS (continued)

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:

****	December 31,<br> 2025	March 31,<br>2025
****	$	$
Carrying amounts of the major classes of assets included in discontinued operations:	****
Prepaid expenses and deposits	-	4,725
Total assets classified as held for sale	-	4,725

A summary of the Company's net loss from discontinued operations is as follows:

****	Three months endedDecember 31,		Nine months endedDecember 31,
****	2025	2024	2025	2024
Expenses
Selling, general and administrative expenses	1,540	45,426	8,384	148,168
Other expenses	-	4,237	-	12,933
Net loss from discontinued operations before income tax expense	(1,540	(49,663	(8,384	(161,101
Income tax expense	-	-	-	-
Net loss from discontinued operations after income tax expense	(1,540	(49,663	(8,384	(161,101

All values are in US Dollars.

A summary of the Company's cash flows from discontinued operations is as follows:

	Nine months endedDecember 31,
	2025	2024
Net cash used in operating activities of discontinued operations	(8,384	(134,631
Net cash used in financing activities of discontinued operations	-	(405,253

All values are in US Dollars.

6. RECEIVABLES

A summary of the Company's receivables is as follows:

****	December 31, <br>2025	March 31,<br>2025
****	$	$
Taxes receivable	4,944	51,868
Trade receivables	136,464	124,827
****	141,408	176,695

There was no provision for expected credit losses on trade receivables as at December 31, 2025 and March 31, 2025.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

7. INVENTORY

A summary of the Company's inventory is as follows:

****	December 31, <br>2025	March 31,<br>2025
****	$	$
Finished goods	1,971,401	2,227,294
Work in process	1,970,013	1,558,428
Raw materials	315,627	265,703
****	4,257,041	4,051,425

8. NOTE RECEIVABLE

The Company has a note receivable that was issued in connection with the sale of a building. 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. As at December 31, 2025, there are no indicators that the borrower's financial condition raises doubt regarding the collectability of the note receivable and the borrower is in compliance with the note terms.

A summary of the Company's note receivable is as follows:

Balance, March 31, 2025	802,766
Interest income	25,500
Accretion income	23,279
Interest payments received	(25,500
Balance, December 31, 2025	826,045

All values are in US Dollars.

During the three and nine months ended December 31, 2025, the Company earned interest income of $8,500 and $25,500 (2024 - $nil and $nil), accretion income of $7,834 and $23,279 (2024 - $nil and $nil) and received interest payments of $8,500 and $25,500 (2024 - $nil and $nil).

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:

****	December 31, 2025	March 31,2025
****
Leasehold improvements	2,258,280	2,194,128
Furniture and fixtures	369,206	367,024
Computer equipment	6,659	6,659
Machinery and equipment	2,335,072	2,309,689
	4,969,217	4,877,500
Less: Accumulated depreciation	(2,655,490	(2,211,900
	2,313,727	2,665,600

All values are in US Dollars.

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.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

9. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS (continued)

Total depreciation of property and equipment for the three and nine months ended December 31, 2025 was $151,925 and $454,238 (2024 - $146,745 and $436,473). During the three and nine months ended December 31, 2025, $119,856 and $358,825 (2024 - $114,602 and $360,143) of total depreciation was allocated to inventory.

During the three and nine months ended December 31, 2025, the Company did not record any gain or loss on the disposal of property and equipment. For the three and nine months ended December 31, 2024, the Company recognized losses on disposal of property and equipment of $114,732 and $155,692, respectively.

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 13).

10. INTANGIBLE ASSETS AND GOODWILL

a) Intangible assets

A summary of the Company's intangible assets subject to amortization is as follows:

****	December 31,2025	March 31,2025
****
Licenses	15,303,921	15,423,921
Brands	644,800	644,800
Customer relationships	1,540,447	1,540,447
	17,489,168	17,609,168
Less: Accumulated amortization	(10,669,074	(9,516,505
	6,820,094	8,092,663

All values are in US Dollars.

During the three and nine months ended December 31, 2025, the Company disposed of a license with a cost of $120,000 and accumulated amortization of $92,446 for proceeds of $35,000, of which $10,000 was received as a deposit during the year ended March 31, 2025. Accordingly, gain on disposal of assets for the three and nine months ended December 31, 2025, included $nil and $7,446, respectively. No intangible assets were disposed of during the three and nine months ended December 31, 2024.

During the three and nine months ended December 31, 2025, the Company recognized amortization expense on intangible assets of $413,613 and $1,245,015 (2024 - $416,121 and $1,191,458). Of the total amortization expense, $2,273 and $6,818 (2024 - $2,272 and $6,818) was allocated to inventory.

b) Goodwill

As at December 31, 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 and nine months ended December 31, 2025.

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

A summary of the Company's accounts payable and accrued liabilities is as follows:

****	December 31,<br>2025	March 31,<br>2025
****	$	$
Accounts payable	1,223,796	1,049,610
Accrued liabilities	383,372	486,043
EFF settlement accrual (Note 21)	-	612,500
****	1,607,168	2,148,153

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

12. 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, 2024	-
Additions from private placements, net of transaction costs	1,954,534
Accretion expense	509,871
Interest expense	293,675
Repayment	(971,407
FX	(98,489
Balance, March 31, 2025	1,688,184
Accretion expense	306,769
Interest expense	156,295
Repayment	(1,092,554
Conversion to common shares	(103,544
Effect of foreign exchange	74,850
Balance, December 31, 2025	1,030,000

All values are in US Dollars.

During the three and nine months ended December 31, 2025, the Company incurred interest expense of $41,525 and $156,295 (2024 - $82,953 and $224,513) and accretion expense of $84,620 and $306,769 (2024 - $148,405 and $382,128).

13. 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. A summary of the Company's active leases under contract as at December 31, 2025 is as follows:

Lessee	Asset	Remaining lease term (years)	Type
Silver State Cultivation LLC	Land and building	6.92	Operating lease
Silver State Relief LLC (Sparks)	Land and building	10.93	Operating lease
Silver State Relief LLC (Fernley)	Land and building	10.93	Operating lease
Silver State Relief LLC (Reno)	Land and building	8.50	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.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

13. LEASE LIABILITIES (continued)

For the three and nine months ended December 31, 2025, the Company incurred operating lease costs of $411,698 and $1,235,092 (2024 - $411,698 and $1,185,912). Of these amounts, during the three and nine months ended December 31, 2025, $203,093 and $609,276 were allocated to inventory (2024 - $203,093 and $609,276).

A summary of the Company's weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term is as follows:

	December 31,<br>2025	March 31,<br>2025
Weighted average discount rate	10.00%	10.00%
Weighted average remaining lease term (years)	8.88	9.60

A summary of the maturity of contractual undiscounted liabilities associated with the Company's operating leases as at December 31, 2025 is as follows:

Year ending March 31,
2026	391,969
2027	1,582,287
2028	1,629,756
2029	1,678,649
2030	1,729,008
Thereafter	8,361,370
Total undiscounted lease liabilities	15,373,039
Effects of discounting	(5,456,289
Total present value of minimum lease payments	9,916,750
Current portion of lease liability	607,631
Lease liabilities	9,309,119

All values are in US Dollars.

14. DERIVATIVE LIABILITY

A summary of the Company's derivative liability is as follows:

****	Earn out <br>shares
****	$
Balance, March 31, 2025	27,824
Effect of foreign exchange	1,360
Balance, December 31, 2025	29,184

Upon 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 December 31, 2025 and March 31, 2025 the total number of remaining earn out shares is 1,207,200.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

15. SHARE CAPITAL

Share capital consists of fully paid common shares with no par value and fully paid subordinate voting shares that are convertible to common shares at a rate of 0.000001 per common share, subject to the discretion of the Board of Directors or at such time that the Company ceases to be a foreign private issuer. The Company is authorized to issue an unlimited number of common shares and subordinate voting shares. All shares are equally eligible to receive dividends and repayment of capital. Common shares represent one vote at the Company's shareholders' meetings while each subordinate voting share has the functional equivalent of 0.000001 of the voting power of a common share.

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 December 31, 2025 and March 31, 2025, shares issued pursuant to this commitment total 1,184,407 shares. As part of the settlement of legal proceedings with EFF (Note 21), the number of shares to be delivered was reduced by 237,300 shares. As at December 31, 2025, there were 555,793 shares remaining to be issued (March 31, 2025 - 793,093).

b) Warrants

A summary of the Company's warrant activity is as follows:

	Number of warrants		Weighted average exercise price
	#		C$
Balance, March 31, 2024	1,200,000		1.50
Issuance from private placement	4,000,000		0.55
Expired	(1,200,000	)	1.50
Balance, December 31, 2025 and March 31, 2025	4,000,000		0.55

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 December 31, 2025 is as follows:

Expiry date	Exercise price	Number of warrants outstanding	Weighted average remaining life
****	C$	#	Years
November 6, 2026	0.55	4,000,000	0.85

As at December 31, 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.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

15. SHARE CAPITAL (continued)

A summary of the Company's stock option activity is as follows:

****	Number of options		Weighted average exercise price
****	#		C$
Balance, March 31, 2024	1,100,000		0.84
Granted	5,425,000		0.53
Expired	(1,100,000	)	0.84
Balance, March 31, 2025	5,425,000		0.53
Balance, December 31, 2025	5,425,000		0.53

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 December 31, 2025, is as follows:

Expiry date	Exercise price	Number of options outstanding	Number of options exercisable	Weighted average remaining life
****	C$	#	#	Years
May 13, 2027	0.53	5,425,000	3,616,667	1.36

As at December 31, 2025 and March 31, 2025, outstanding and exercisable stock options had intrinsic values of $nil and $nil, respectively.

During the three and nine months ended December 31, 2025, the Company recorded share-based compensation expense on vesting of stock options of $49,817 and $194,211 (2024 - $143,493 and $712,802).

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.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

16. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

A summary of the Company's selling, general and administration expenses is as follows:

	Three months ended<br>December 31,		Nine months ended<br>December 31,
	2025	2024	2025	2024
	$	$	$	$
Accounting and legal	122,245	89,786	412,152	349,013
Depreciation and amortization	443,412	445,992	1,333,610	1,260,970
License fees, taxes, and insurance	377,241	360,252	1,196,628	1,142,199
Office facilities and administrative	115,908	95,745	330,290	344,160
Operating lease costs	208,605	208,605	625,816	576,636
Other expenses	116,325	80,071	364,167	239,663
Professional fees and consulting	74,881	109,349	473,088	562,693
Salaries and wages	1,175,706	1,053,125	3,420,768	3,087,630
Sales, marketing, and promotion	57,523	46,734	171,584	147,683
Share-based compensation	49,817	143,493	194,211	712,802
Shareholder communications	3,056	3,304	9,885	15,920
Travel and entertainment expense	12,065	20,374	41,289	46,663
****	2,756,784	2,656,830	8,573,488	8,486,032

17. 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 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 the three months ended December 31, 2025 is as follows:

****	Nevada	Corporate	Total
****
Total revenue	8,140,752	-	8,140,752
Gross profit	3,110,968	-	3,110,968
Operating expenses:	-	-	-
General and administration	(1,441,093	(556,334	(1,997,427
Sales, marketing, and promotion	(57,523	-	(57,523
Operating lease cost	(208,605	-	(208,605
Depreciation and amortization	(420,383	(23,029	(443,412
Share-based compensation	-	(49,817	(49,817
Interest expense and other income (loss)	9,505	(139,789	(130,284
Net income (loss) from continuing operations before income tax expense	992,869	(768,969	223,900

All values are in US Dollars.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

17. SEGMENTED INFORMATION (continued)

A summary of the Company's segmented operational activity and balances from continuing operations for the three months ended December 31, 2024 is as follows:

****	Nevada	Corporate	Total
****
Total revenue	7,907,812	-	7,907,812
Gross profit	3,634,944	-	3,634,944
Operating expenses:	-	-	-
General and administration	(1,293,054	(518,952	(1,812,006
Sales, marketing, and promotion	(46,734	-	(46,734
Operating lease cost	(208,605	-	(208,605
Depreciation and amortization	(422,963	(23,029	(445,992
Share-based compensation	-	(143,493	(143,493
Interest expense and other income (loss)	9,791	(346,383	(336,592
Net income (loss) from continuing operations before income tax expense	1,673,379	(1,031,857	641,522

All values are in US Dollars.

A summary of the Company's segmented operational activity and balances from continuing operations for the nine months ended December 31, 2025 is as follows:

****	Nevada	Corporate	Total
****
Total revenue	25,164,417	-	25,164,417
Gross profit	10,363,433	-	10,363,433
Operating expenses:
General and administration	(4,291,397	(1,956,870	(6,248,267
Sales, marketing, and promotion	(171,584	-	(171,584
Operating lease cost	(625,816	-	(625,816
Depreciation and amortization	(1,264,524	(69,086	(1,333,610
Share-based compensation	-	(194,211	(194,211
Interest expense and other income (loss)	20,386	(882,462	(862,076
Net income (loss) from continuing operations before income tax expense	4,030,498	(3,102,629	927,869

All values are in US Dollars.

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 the nine months ended December 31, 2024 is as follows:

****	Nevada	Corporate	Total
****
Total revenue	22,012,368	-	22,012,368
Gross profit	8,930,476	-	8,930,476
Operating expenses:
General and administration	(3,826,216	(1,961,725	(5,787,941
Sales, marketing, and promotion	(147,683	-	(147,683
Operating lease cost	(576,636	-	(576,636
Depreciation and amortization	(1,191,884	(69,086	(1,260,970
Share-based compensation	-	(712,802	(712,802
Interest expense and others	(11,738	(740,950	(752,688
Net income (loss) from continuing operations before income tax expense	3,176,319	(3,484,563	(308,244

All values are in US Dollars.

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

17. SEGMENTED INFORMATION (continued)

Entity-wide disclosures

All revenue for the nine months ended December 31, 2025 and 2024 was earned in the United States.

For the nine months ended December 31, 2025 and 2024, no customer represented more than 10% of the Company's net revenue. As at December 31, 2025 and March 31, 2025, no customer represented more than 10% of the Company's receivables.

18. 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 December 31, 2025 is as follows:

Year ending March 31,	Third <br>parties	Related parties	Total
****	$	$	$
2026	190,256	201,714	391,970
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
****	9,190,545	6,182,494	15,373,039

19. RELATED PARTY TRANSACTIONS

A summary of the Company's related balances included in accounts payable and accrued liabilities, and lease liabilities is as follows:

****	December 31, <br>2025	March 31,<br>2025
****	$	$
Lease liabilities due to a company controlled by the Chief Executive Officer ("CEO")	4,381,862	4,630,273
Due to the Chief Financial Officer ("CFO")	457	557
****	4,382,319	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 is as follows:

	Three months ended<br>December 31,		Nine months ended<br>December 31,
	2025	2024	2025	2024
	$	$	$	$
Consulting fees paid to a director	10,000	15,000	40,000	45,000
Amounts paid to CEO or companies controlled by CEO for leases	197,797	192,036	589,474	572,305
Amounts paid to CEO or companies controlled by CEO for remuneration	46,154	46,154	146,154	146,154
Salary paid to directors and officers	121,118	117,621	379,732	355,535
Share-based compensation	31,676	91,204	123,328	426,752
	406,745	462,015	1,278,688	1,545,746

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

20. EARNINGS PER SHARE

A summary of the Company's calculation of basic and diluted earnings per share is as follows:

****	Nine months endedDecember 31,
****	2025	2024
****
Net loss from continuing operations after income taxes	(1,847,831	(2,227,144
Net loss from discontinued operations after income taxes	(8,384	(161,101
Net loss	(1,856,215	(2,388,245
Weighted average number of common shares outstanding	117,874,964	120,047,814
Dilutive effect of commitment to issue shares	555,793	793,093
Diluted weighted average number of common shares outstanding	118,430,757	120,840,907
Basic and diluted loss per share, continuing operations	(0.02	(0.02
Basic and diluted loss per share, discontinued operations	(0.00	(0.00
Basic and diluted loss per share	(0.02	(0.02

All values are in US Dollars.

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 nine months ended December 31, 2025 and 2024, the number of warrants excluded from the computation was 4,000,000 and 4,000,000, respectively. For the nine months ended December 31, 2025 and 2024, the number of outstanding stock options excluded from the computation was 5,425,000 (exercisable - 3,616,667) and 6,025,000 (exercisable - 2,408,333) respectively. In addition, for the three and nine months ended December 31, 2025 and 2024, the computation of diluted earnings per share excludes the potential issuance of 1,207,200 remaining earn out shares (Note 14) as the market price of the common shares has not been high enough to trigger an earn out event.

21. SETTLEMENT OF LEGAL PROCEEDINGS

On September 4, 2025, the Company entered into a settlement agreement (the "EFF Settlement Agreement") with respect to certain actions filed in the Oregon State Circuit Court for Clackamas County and the Oregon Court of Appeals by two owners (each, a "Vendor") of Proudest Monkey Holdings, LLC ("Proudest Monkey"), an entity that was previously the sole owner of EFF (the "Oregon Actions") and an action filed in the Supreme Court of British Columbia by Proudest Monkey and one of its owners (the "BC Action", and together with the Oregon Actions, the "Litigation"). The Company acquired all the membership units of EFF from Proudest Monkey pursuant to a purchase and sale agreement dated January 19, 2018 (the "EFF Agreement").

Pursuant to the Oregon Actions, two Vendors made claims related to contract, employment and statutory damages against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC,

and three directors, two officers, and one former employee of the Company. The Company alleged breach and default under the EFF Agreement in connection with certain conduct by the Vendors which occurred prior to and after the completion of the acquisition of EFF. As a result, the Company withheld issuing certain equity consideration payable to the Vendors pursuant to the terms of the EFF Agreement, as a result of which Proudest Monkey and one of the Vendors launched the BC Action, to which the Company filed counterclaims.

In addition to such other terms and conditions as agreed to among the parties, pursuant to the EFF Settlement Agreement, the parties to the Litigation agreed to (a) fully and finally settle all claims between them, have each action dismissed with respect to all remaining claims on a with prejudice basis and to mutually release each other from all claims asserted in the BC Action and Oregon Actions, (b) the Company agreed to pay to the plaintiffs under the Litigation (the "Plaintiffs") the total cash sum of $2,400,000 (the "Settlement Amount") as follows: (i) $500,000 payable on or before September 12, 2025 (the "Initial Payment Date") (paid); (ii) $100,000 per month payable over a period of 19 months commencing one month after the Initial Payment Date ($300,000 paid to December 31, 2025), and (c) pursuant to the terms of the EFF Agreement, the Company agreed to issue to certain of the Vendors an aggregate of 555,793 (reduced from 793,093) common shares of the Company (the "Share Consideration").

C21 INVESTMENTS INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended December 31, 2025 and 2024

(Unaudited - Expressed in U.S. dollars, except as noted)

21. SETTLEMENT OF LEGAL PROCEEDINGS (continued)

The Settlement resulted in the cash liability in respect of the payment of the Settlement Amount being offset by the extinguishment of convertible notes of $1,156,259 and the accounts payable Litigation related accrual of $612,500. The recognition of the $2,400,000 settlement liability, extinguishment of liabilities totaling $1,768,759, and reduction of the commitment to issue shares possessing a value of $188,698 (C$260,950) resulted in a loss on settlement of legal proceedings of $442,543. The Share Consideration remains unpaid as of the date of the consolidated financial statements.

22. INCOME TAXES

A summary of the Company's income tax expense and effective tax rate is as follows:

****	Three months ended<br>December 31,		Nine months ended<br>December 31,
****	2025	2024	2025	2024
****	$	$	$
Net income (loss) from continuing operations before income taxes	223,900	641,522	927,869	(308,244
Income tax expense	833,100	722,800	2,775,700	1,918,900
Effective tax rate	372%	113%	299%	-623%

All values are in US Dollars.

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.

23. 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 December 31, 2025 using:	Level 1	Level 2	Level 3	Total
	$	$	$	$
Financial liabilities:				****
Earn out shares (Note 14)	-	-	29,184	29,184
Fair value measurements at March 31, 2025 using:	Level 1	Level 2	Level 3	Total
---	---	---	---	---
	$	$	$	$
Financial liabilities:	****	****	****	****
Earn out shares (Note 14)	-	-	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.

24. SUBSEQUENT EVENT

During January 2026, the Company repurchased 51,500 common shares under its Normal Course Issuer Bid (NCIB) program through open market transactions. The shares were acquired at an average price of $0.30 (CAD $0.40) per share, for a total cost of $15,242 (CAD $20,600). The repurchased shares were subsequently cancelled. The NCIB program as authorised under Form 17A, allows the Company to repurchase up to 5,898,596 common shares, and as of February 10, 2026, 5,847,096 shares remain available for repurchase under the program.

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

C21 INVESTMENTS INC.

Management's Discussion and Analysis<br> <br>For the three and nine months ended December 31, 2025 <br>(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 and nine months ended December 31, 2025, were authorized for issuance on February 10, 2026 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'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 December 31, 2025 and to the date of this report, the Company purchased for cancelation 51,500 of its own common shares in the open market pursuant to the NCIB (see below December 5, 2025). This NCIB ends on December 9, 2026.

• On Dec 5, 2025 the Company announced that it intends to commence a normal course issuer bid (NCIB) under which it may purchase up to 5,898,596 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 9, 2026.  All shares will be purchased on the open market at the prevailing market prices.  The Company has not repurchased any shares to date.

• During the first three quarters of the FYE March 31, 2026 and ending on December 2, 2025, the Company purchased for cancelation 224,000 of its own common shares in the open market pursuant to the NCIB (see below November 26, 2024). This NCIB ended on December 2, 2025.

p.2

• On September 8, 2025, the Company announced the completion of a non-dilutive creation and issuance of subordinate voting shares.  Representing the same economic interest as 100 common shares of the Company, these 100 million shares will not impact in any way the economic or voting rights of the Common Shares outstanding at any time and are non-dilutive.  The purpose of the issuance of these subordinate voting shares is to ensure the Company maintains its "Foreign private issuer" status in the United States.  Each of the 100 million subordinate voting shares is convertible into .000001 of a common share of the Company.  See the News release of September 8, 2025 for complete details.

• On September 4, 2025, the Company announced the settlement of the Eco Firma Farms litigation.  This settlement represents the resolution of the final remaining dispute in the Companies' exit from the Oregon market.  This settlement is offset by the resulting extinguishment of $1.16 million in Convertible notes and $0.61 million in accounts payable.  The Company will pay $2.4 million in cash consideration over 19 months including an initial payment of $0.5 million (made on September 11, 2025) and monthly payments of $0.1 million thereafter.  The Company will also issue 555,793 shares in share consideration (which was recorded in 2018 as a commitment to issue shares).

• 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."

p.3

• 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 6^th^ 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 180,000 recreational and medical cannabis customers per quarter, with over 700 SKUs in each store.

p.4

INTERIM MD&A - QUARTERLY HIGHLIGHTS

Summary derived from the Company's consolidated financial statements:

PROFIT AND LOSS		Q3		Q2		Q1		Q4		Q3
		31-Dec-25		30-Sep-25		30-Jun-25		31-Mar-25		31-Dec-24
Revenues- Retail	$	7,855,621		8,200,414		8,032,441		7,799,400		7,574,180
Wholesale		285,130		269,878		520,932		306,112		333,632
Revenue	$	8,140,751		8,470,292		8,553,373		8,105,512		7,907,812
Inventory expensed to cost of sales		5,029,784		4,201,818		5,569,382		4,477,048		4,272,868
Gross profit		3,110,967		4,268,474		2,983,991		3,628,464		3,634,944
		38.2%		50.4%		34.9%		44.8%		46.0%
Expenses
General and administration		1,997,427		2,283,593		1,967,247		1,940,897		1,812,006
Sales, marketing, and promotion		57,523		52,896		61,165		59,951		46,734
Operating lease cost		208,605		208,606		208,605		208,605		208,605
Depreciation and amortization		443,412		444,582		445,616		445,042		445,992
Share based compensation		49,817		50,449		93,945		136,757		143,493
Total expenses		2,756,784		3,040,126		2,776,578		2,791,252		2,656,830
		354,183		1,228,348		207,413		837,212		978,114
Income (loss) from operations
Other items
Interest expense		(41,525	)	(52,630	)	(62,140	)	(69,162	)	(82,953	)
Accretion expense		(84,620	)	(103,691	)	(118,458	)	(127,743	)	(148,405	)
Other Income (loss)		(4,139	)	(436,599	)	41,726		10,601		(105,234	)
Change in fair value of derivative liabilities		-		-		-		52,257		-
Income (loss) before before taxes		223,899		635,428		68,541		703,165		641,522
Income tax expense		(833,100	)	(1,117,100	)	(825,500	)	(2,232,750	)	(722,800	)
Income from continuing operations		(609,201	)	(481,672	)	(756,959	)	(1,529,585	)	(81,278	)
Income (loss) from discontinued operations		(1,540	)	(4,983	)	(1,861	)	(51,712	)	(49,663	)
Net income (loss)		(610,741	)	(486,655	)	(758,820	)	(1,581,297	)	(130,941	)

"Revenue" includes retail revenues from our three stores and wholesale revenue from our cultivation operations.  The Q3 total revenues were up 3% at $8.1 million versus the Prior Year Quarter of $7.9 million and decreased by 4% sequentially from the Prior Quarter of $8.5 million.  Retail revenues in Q3 were $7.9 million, up 4% versus Prior Year Quarter of $7.6 million, and down sequentially 4% versus Prior Quarter of $8.2 million.  Wholesale revenues in Q3 of $0.29 million were down on the Prior Year Quarter of $0.33 million and up sequentially on the Prior Quarter of $0.27 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 an average of over $600,000 monthly.

"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" Q3 gross profit margin % has decreased to 38.2% from 46.0% in the Prior Year Quarter and decreased sequentially from 50.4% in the Prior Quarter.  The decrease sequentially reflects decreased margins in Q3 and seasonal factors and weakness in the markets.

p.5

"Income from operations" for Q3 is $0.4 million down versus the Prior Year Quarter of $1.0 million and down sequentially versus Prior Quarter $1.2 million.  This decrease is due to the decrease in 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.  Q3 costs of $2.0 million was up versus the Prior Year Quarter of $1.8 million, and down $286,166 versus the Prior Quarter.

"Operating lease cost" is the cost of leases not included in cost of sales and was $208,605 for Q3 versus $208,605 in Prior Year Quarter.

"Depreciation and amortization" include provisions for fixed assets and intangibles not included in cost of sales.  The total depreciation and amortization in Q3 was $0.44 million versus $0.45 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 $49,817 in Q3 is down from $143,493 in the Prior Year Quarter due to the vesting of most of the costs of the last option issuance.

Other Items

"Interest expense" in Q3 was $41,525 versus $82,953 in the Prior Year Quarter.  This interest is for the Convertible Debentures issued during the Quarter ending June 30, 2024. The reduction in costs is due to the continued paydown of the principal of the convertible debentures.

"Accretion expense" in Q3 was $84,620 versus $148,405 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 Q3 of $0.8 million is up versus Prior Year Quarter of $0.7 million due to accrual of penalties and interest accrued on the Uncertain tax position.

"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 (Q3 -$nil, Prior Year Quarter -$nil) and increase our gross profit (Q3-$nil, Prior Year Quarter -$nil) and decrease our income from operations and net income (Q3-$1,540, Prior Year Quarter- increase of $49,663).  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.

p.6

INTERIM MD&A - QUARTERLY HIGHLIGHTS (continued)

LAST EIGHT QUARTERS, except as noted	(000's unless noted)														2 monthsended
	31-Dec-25		30-Sep-25		30-Jun-25		31-Mar-25		31-Dec-24		30-Sep-24		30-Jun-24		31-Mar-24
Inventory	4,257		4,767		4,163		4,051		3,885		3,975		3,300		2,866
Revenues	8,141		8,470		8,553		8,106		7,908		7,509		6,596		4,465
Income (loss) from operations, adding back share based compensation	404		1,279		301		974		1,122		454		(418	)	290
Adjusted EBITDA	1,051		2,216		1,069		1,692		1,568		1,295		311		633
Income (loss) from continuing operations	(609	)	(482	)	(757	)	(1,530	)	(81	)	(759	)	(1,386	)	(51	)
*per common share, basic & diluted	(0.01	)	(0.00	)	(0.01	)	(0.01	)	(0.00	)	(0.01	)	(0.01	)	(0.00	)
Profit (loss) attributable to owners	(624	)	(448	)	(842	)	(1,563	)	(1	)	(845	)	(1,412	)	(74	)
*per common share basic & diluted	(0.01	)	(0.00	)	(0.01	)	(0.01	)	(0.00	)	(0.01	)	(0.01	)	(0.00	)

Operations

Inventory balance at December 31, 2025 has increased since June 30, 2024 mainly due to the opening of our third store, the South Reno dispensary on June 26, 2024.

Adjusted EBITDA for quarter ended December 31, 2025 decreased compared to the prior quarter ended December 31, 2024 due to decreased margins and to market weakening.  See the previous page under "Gross Profit" and the discussion of 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.

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.

p.7

---

ADJUSTED EBITDA
Quarter ended (except as noted)	31-Dec-25		30-Sep-25		30-Jun-25		31-Mar-25		31-Dec-24
Net income (loss)	(610,740	)	(486,655	)	(758,820	)	(1,581,297	)	(130,941	)
Interest & accretion	126,145		156,321		180,598		196,905		231,358
Provision for taxes	833,100		1,117,100		825,500		2,232,750		722,800
Depreciation and amortization	443,412		444,582		445,616		445,042		445,992
Depreciation and interest in COS	203,092		203,092		203,092		203,091		-
EBITDA	995,009		1,434,440		895,986		1,496,491		1,269,209
Change in FV of derivative liability	-		-		-		(52,257	)	-
Share based compensation	49,817		50,449		93,945		136,757		143,493
Loss (gain) discontinued operations	1,540		4,983		1,861		51,712		49,663
One-time special project costs	-		289,911		118,770		70,000		-
Other gain/loss	4,139		436,599		(41,726	)	(10,601	)	105,234
Adjusted EBITDA	1,050,505		2,216,382		1,068,836		1,692,102		1,567,599
FREE CASH FLOW
Quarter ended (except as noted)	31-Dec-25		30-Sep-25		30-Jun-25		31-Mar-25		31-Dec-24
Cash provided by operating activities before taxes
and changes in working capital (continuing	988,880		1,864,309		942,348		1,582,088		1,726,751
operations)
Purchases of property and equipment	(37,329	)	(9,900	)	(37,329	)	(31,434)		(144,908	)
	951,551		1,854,409		905,019		1,550,654		1,581,843

"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:

****	December 31, <br>2025	March 31,<br>2025
****	$	$
Lease liabilities due to a company controlled by the CEO	4,381,862	4,630,273
Due to the CFO of the Company	457	557
	4,382,319	4,630,830

Due to the CFO consists of reimbursable expenses incurred in the normal course of business.

p.8

A summary of the Company's transactions with related parties including key management personnel for the nine months ended December 31, 2025 and 2024 is as follows:

	2025	2024
	$	$
Consulting fees paid to a director	40,000	45,000
Amounts paid to CEO or companies controlled by CEO for leases	589,474	572,305
Amounts paid to CEO or companies controlled by CEO for remuneration	146,154	146,154
Salary paid to directors and officers	379,732	355,535
Share-based compensation	123,328	426,752
	1,278,688	1,545,746

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			Contractualcash flows	Under 1 year			1-3 years		3-5 years		More than 5years
As at December 31, 2025
Trade and other payables	$	1,607,168	$	1,607,168	$	1,607,168	$	-	$	-	$	-
Finance lease payments (1)		9,916,750		15,373,038		1,570,528		3,283,817		3,483,802		7,034,891
Convertible debt (2)		2,630,000		2,630,000		2,230,000		400,000		-		-
Total	$	14,153,918	$	19,610,206	$	5,407,696	$	3,683,817	$	3,483,802	$	7,034,891

(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 and include the EFF Settlement obligation.

ADDITIONAL INFORMATION

LEGAL PROCEEDINGS

On September 4, 2025, the Company entered into a settlement agreement (the "EFF Settlement Agreement") with respect to certain actions filed in the Oregon State Circuit Court for Clackamas County and the Oregon Court of Appeals by two owners (each, a "Vendor") of Proudest Monkey Holdings, LLC ("Proudest Monkey"), an entity that was previously the sole owner of Eco Firma Farms LLC ("EFF"), a wholly-owned subsidiary of the Company (the "Oregon Actions") and an action filed in the Supreme Court of British Columbia by Proudest Monkey and one of its owners (the "BC Action", and together with the Oregon Actions, the "Litigation"). The Company acquired all the membership units of EFF from Proudest Monkey pursuant to a purchase and sale agreement dated January 19, 2018 (the "EFF Agreement").

Pursuant to the Oregon Actions, two Vendors made claims related to contract, employment and statutory damages against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, and three directors, two officers, and one former employee of the Company. The Company alleged breach and default under the EFF Agreement in connection with certain conduct by the Vendors which occurred prior to and after the completion of the acquisition of EFF. As a result, the Company withheld issuing certain equity consideration payable to the Vendors pursuant to the terms of the EFF Agreement, as a result of which Proudest Monkey and one of the Vendors launched the BC Action, to which the Company filed counterclaims.

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In addition to such other terms and conditions as agreed to among the parties, pursuant to the EFF Settlement Agreement, the parties to the Litigation agreed to (a) fully and finally settle all claims between them, have each action dismissed with respect to all remaining claims on a with prejudice basis and to mutually release each other from all claims asserted in the BC Action and Oregon Actions, (b) the Company agreed to pay to the plaintiffs under the Litigation (the "Plaintiffs") the total cash sum of U.S.$2,400,000 (the "Settlement Amount") as follows: (i) US$500,000 payable on or before September 12, 2025 (the "Initial Payment Date"); and (ii) U.S.$100,000 per month payable over a period of 19 months commencing one month after the Initial Payment Date, and (c) pursuant to the terms of the EFF Agreement, the Company agreed to issue to certain of the Vendors an aggregate of 555,793 common shares of the Company (the "Share Consideration"). The Settlement will result in the cash liability in respect of the payment of the Settlement Amount being offset by the extinguishment of the U.S.$1,156,259 convertible notes accrual and U.S.$612,500 accounts payable Litigation related accrual. The Share Consideration remains unpaid as of the date of this Prospectus.

For a summary of the historical 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 December 31, 2025, there were:

• 118,091,567 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;

• 100 million subordinate voting shares, equivalent of 100 common shares when converted; and

• no restricted share units ("RSUs") outstanding to purchase Common Shares.

• 555,793 shares pursuant to EFF Settlement, yet to be issued.

As of February 10, 2026 (the date of this MD&A) the Company had the following securities outstanding:

Type of Security	Number outstanding
Common Shares	118,040,067
Stock Options	5,425,000
Warrants	4,000,000
Subordinated Voting shares (100 million) convert to common shares :	100
Acquisition shares	555,793
	128,020,960

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.

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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 nine and three months ended December 31, 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 December 31, 2025, the Company had cash of $2,418,561, a working capital surplus of $2,007,350.

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 nine months ended December 31, 2025, shows cash flow from continuing operations of $1.0 million ($1.4 million for the fiscal year ended March 31, 2025, and $3.3 million for the fiscal year ended January 31, 2024).

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, totaling $1.9 million in the nine months ending December 31, 2025.

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.

On September 4, 2025, the Company settled an outstanding lawsuit which includes a cash cost of $2.4 million payable over 19 months.  This settlement eliminated payable amounts in current liabilities by $1.8 million.  Additionally, as at December 31, 2025, the Company had current income taxes payable of $1,544,415, and an uncertain tax position of $11,988,073.  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.

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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.

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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.

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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.

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

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

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

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

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 December 31, 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: February 10, 2026

SIGNED: "Sonny Newman"

Sonny Newman, Chief Executive Officer

NOTE TO READER

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

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

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

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

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

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 December 31, 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:  February 10, 2026

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.