CXXIF 6-K 2024 - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

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

For the month of November 2024.

Commission File Number 000-55982

C21 INVESTMENTS INC.(Translation of registrant’s name into English)

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

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

Form 20-F [X] Form 40-F [ ]

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

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

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

	C21 INVESTMENTS INC.
Date: November 14, 2024	/s/ Michael Kidd
	Michael Kidd
	Chief Financial Officer

-2-

INDEX TO EXHIBITS

Exhibit	Description
99.1	Interim Financial Statements for the three months ended September 30, 2024
99.2	Management Discussion and Analysis for the three months ended September 30, 2024
99.3	CEO Certification
99.4	CFO Certification

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

Interim Condensed Consolidated Financial Statements
For the three and six months ended September 30, 2024 and October 31, 2023
(Expressed in U.S. Dollars)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS	4
---	---
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS	5
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY	6
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	7
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	8-21

Notice of Disclosure of Non-auditor Review of the Interim Condensed Consolidated Financial Statements for the Three and Six Months Ended September 30, 2024 and October 31, 2023.

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited interim condensed consolidated financial statements of C21 Investments Inc. for the interim periods ended September 30, 2024 and October 31, 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America and are the responsibility of the Company's management.

The Company's independent auditors, Davidson & Company LLP, have not performed a review of these interim condensed consolidated financial statements.

November 14, 2024

C21 INVESTMENTS INC.

Interim Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

****	September 30,2024	March 31,2024
****
ASSETS
Current assets
Cash	2,067,787	3,260,568
Receivables	292,340	254,391
Inventory	3,975,412	2,866,054
Prepaid expenses and deposits	490,330	592,613
Assets classified as held for sale	1,155,549	1,164,696
****	7,981,418	8,138,322
Non-current assets
Property and equipment	3,288,638	3,390,933
Right-of-use assets	9,695,412	8,746,825
Intangible assets	8,924,899	6,286,590
Goodwill	28,541,323	28,541,323
Deferred tax asset	121,843	121,843
Total assets	58,553,533	55,225,836
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	2,745,276	2,593,195
Convertible promissory notes	1,156,259	1,156,259
Convertible debentures - current portion	905,413	-
Income taxes payable	10,926,523	10,230,423
Deferred revenue	274,818	287,560
Lease liabilities - current portion	483,229	387,400
Liabilities classified as held for sale	378,240	392,320
****	16,869,758	15,047,157
Non-current liabilities
Convertible debentures	1,314,076	-
Lease liabilities	10,048,831	9,120,396
Derivative liability	85,191	84,871
Total liabilities	28,317,856	24,252,424
SHAREHOLDERS' EQUITY
Common stock, no par value; unlimited shares authorized; 120,047,814 and 120,047,814 shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively	107,003,257	105,467,920
Commitment to issue shares	628,141	628,141
Accumulated other comprehensive loss	(2,287,016	(2,271,248
Deficit	(75,108,705	(72,851,401
Total shareholders' equity	30,235,677	30,973,412
Total liabilities and shareholders' equity	58,553,533	55,225,836

All values are in US Dollars.

Commitments (Note 17)

Contingencies (Note 20)

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(Expressed in U.S. dollars, except number of shares)

	Three months ended		Six months ended
	September 30, 2024	October 31, 2023	September 30, 2024	October 31, 2023

Revenue	7,508,547	6,882,078	14,104,556	14,044,185
Cost of sales	4,243,714	4,129,429	8,809,024	8,460,621
Gross profit	3,264,833	2,752,649	5,295,532	5,583,564
Selling, general and administrative expenses	2,958,247	2,532,967	5,829,202	5,153,066
Income (loss) from operations	306,586	219,682	(533,670	430,498
Accretion expense	(149,834	-	(233,723	-
Loss on disposal of assets	(8,464	(11,655	(40,960	(11,655
Interest expense	(88,697	-	(141,560	(3,956
Other income (expense)	9,391	(2,145	147	(3,066
Net income (loss) from continuing operations before income tax expense	68,982	205,882	(949,766	411,821
Income tax expense	(828,400	(563,100	(1,196,100	(1,165,774
Net loss from continuing operations after income tax expense	(759,418	(357,218	(2,145,866	(753,953
Net loss from discontinued operations after income tax expense	(85,714	(18,932	(111,438	(38,283
Net loss	(845,132	(376,150	(2,257,304	(792,236
Other comprehensive income (loss):
Cumulative translation adjustment	(26,795	6,590	(15,768	3,466
Comprehensive loss	(871,927	(369,560	(2,273,072	(788,770
Basic and diluted loss per share from continuing operations	(0.01	(0.00	(0.02	(0.01
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	(0.01
Weighted average number of common shares outstanding - basic and diluted	120,047,814	120,047,814	120,047,814	120,047,814

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 (Expressed in U.S. dollars, except number of shares)

	Number of shares	Common stock	Commitment to issue shares	Accumulated other comprehensive loss	Deficit	Total shareholders' equity
	#	$	$
Balance, April 30, 2023	120,047,814	105,451,299	628,141	(2,280,037	(69,942,757	33,856,646
Share-based compensation	-	11,094	-	-	-	11,094
Net loss and other comprehensive income for the period	-	-	-	3,466	(792,236	(788,770
Balance, October 31, 2023	120,047,814	105,462,393	628,141	(2,276,571	(70,734,993	33,078,970
Share-based compensation	-	5,527	-	-	-	5,527
Net loss and other comprehensive income for the period	-	-	-	4,515	(2,042,004	(2,037,489
Balance, January 31, 2024	120,047,814	105,467,920	628,141	(2,272,056	(72,776,997	31,047,008
Net loss and other comprehensive income for the period	-	-	-	808	(74,404	(73,596
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	-	569,309	-	-	-	569,309
Net loss and other comprehensive loss for the period	-	-	-	(15,768	(2,257,304	(2,273,072
Balance, September 30, 2024	120,047,814	107,003,257	628,141	(2,287,016	(75,108,705	30,235,677

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 (Expressed in U.S. dollars)

****	Six months ended
****	September 30, 2024	October 31, 2023
****
OPERATING ACTIVITIES
Net loss from continuing operations after income tax expense	(2,145,866	(753,953
Adjustments to reconcile net loss to cash provided by operating activities:
Accretion expense	233,723	-
Amortization of right-of-use assets	272,556	263,040
Depreciation and amortization	814,978	701,830
Foreign exchange gain	-	(92
Loss on disposal of assets	40,960	11,655
Interest expense	141,560	3,956
Share-based compensation	569,309	11,094
Changes in operating assets and liabilities:
Receivables	(37,949	307,091
Inventory	(859,271	917,181
Prepaid expenses and deposits	102,283	(49,771
Accounts payable and accrued liabilities	161,412	53,157
Income taxes payable	696,100	165,774
Deferred revenue	(12,742	106,202
Lease liabilities	(196,879	(197,708
Cash provided by operating activities of continuing operations	(219,826	1,539,456
Cash (used in) provided by operating activities of discontinued operations	(102,925	44,850
INVESTING ACTIVITIES
Purchases of property and equipment	(230,391	(461,525
Purchases of intangible assets	(3,413,647	-
Proceeds from disposal of property and equipment	2,000	-
Cash used in investing activities of continuing operations	(3,642,038	(461,525
Cash used in investing activities of discontinued operations	-	-
FINANCING ACTIVITIES
Proceeds from issuance of debenture units	2,920,562	-
Principal repayments on promissory note payable	-	(1,013,333
Interest paid in cash	(141,560	(11,868
Cash provided by (used in) financing activities of continuing operations	2,779,002	(1,025,201
Cash used in financing activities of discontinued operations	(22,776	(22,775
Effect of foreign exchange on cash	15,782	2,454
Change in cash during the period	(1,192,781	77,260
Cash, beginning of period	3,260,568	1,827,829
Cash, end of period	2,067,787	1,905,089
Supplemental disclosure of cash flow information:
Income tax paid in cash	500,000	-
Interest paid in cash	141,560	11,868

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 six months ended September 30, 2024 and October 31, 2023(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 also 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 September 30, 2024, the Company had a working capital deficiency of $8,888,340 (March 31, 2024 - $6,908,835) and an accumulated deficit of $75,108,705 (March 31, 2024 - $72,851,401). During the six months ended September 30, 2024, the Company used $219,826 in cash for operating activities, while during the six months ended October 31, 2023, operating activities generated cash of $1,539,456.

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 six months ended September 30, 2024 and October 31, 2023 ("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.

2. BASIS OF PREPARATION (continued)

A summary of the Company's subsidiaries included in these consolidated financial statements as at September 30, 2024 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 ^(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.

d) Change in financial year

In May 2024, the Company changed its financial year end from January 31 to March 31 as approved by the Canadian Securities Exchange. The change will allow more capacity to complete annual financial statements in a timely and cost-efficient manner. The Company elected to have a transition year of two months from February 1, 2024 to March 31, 2024. The Company's first full financial year under the new schedule covers the twelve months ended March 31, 2025.

In accordance with Section 4.8 of National Instrument 51-102 Continuous Disclosure Obligations, the comparative interim periods presented in these consolidated financial statements are the three and six months ended October 31, 2023.

3. ACCOUNTING POLICIES

The Company's significant accounting policies are fully described in Note 3 to the consolidated financial statements for the transition year ended March 31, 2024 and the year ended January 31, 2024. There have been no material changes to the Company's significant accounting policies.

a) Significant accounting judgement, estimates and assumptions

The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments.

Areas requiring a significant degree of judgement and estimation relate to the assessment of the transactions as business combinations or asset acquisitions, the determination of recoverability of goodwill, recoverability of intangible assets, fair value less costs to sell of assets classified as held for sale, estimates used in valuation and costing of inventory, impairment of long-lived assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, and fair value of derivative liability.

b) Recently issued accounting pronouncements

Recent accounting pronouncements issued by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants and the U.S. Securities and Exchange Commission did not or are not believed by management to have a material effect on the Company's present or future financial statements.

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 and was fully paid 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 consists 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

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 comprises the assets of multiple components in distinct geographic locations, management anticipates completing the sale on a piecemeal basis. Management is engaged in an active program to seek buyers for the major classes of assets and liabilities in Oregon in order to complete a sale.

Property and equipment include a building and fixtures previously used for cannabis operations. The long-term debt consists of a mortgage on the building held for sale, secured on February 1, 2015, with a maturity date of January 1, 2025. The mortgage carries a fixed interest rate of 4.5% and requires monthly payments. For the three and six months ended September 30, 2024, interest expense on long-term debt was $4,309 and $8,696 (periods ended October 31, 2023 - $4,594 and $9,264). During the three and six months ended September 30, 2024, repayments of $11,388 and $22,776 were made towards the long-term debt (periods ended October 31, 2023 - 11,388 and $22,775).

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:

****	September 30, <br>2024	March 31,<br>2024
****	$	$
Carrying amounts of the major classes of assets included in discontinued operations:	****
Prepaid expenses and deposits	16,032	25,179
Property and equipment	1,139,517	1,139,517
Total assets classified as held for sale	1,155,549	1,164,696
Carrying amounts of the major classes of liabilities included in discontinued operations:	****
Long-term debt	378,240	392,320
Total liabilities classified as held for sale	378,240	392,320

5. DISCONTINUED OPERATIONS (continued)

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

****	Three months ended		Six months ended
****	September 30, 2024	October 31, 2023	September 30, 2024	October 31, 2023

Expenses
Selling, general and administrative expenses	81,405	14,338	102,742	29,019
Interest expense	4,309	4,594	8,696	9,264
Net loss from discontinued operations before income tax expense	(85,714	(18,932	(111,438	(38,283
Income tax expense	-	-	-	-
Net loss from discontinued operations after income tax expense	(85,714	(18,932	(111,438	(38,283

All values are in US Dollars.

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

	Six months ended
	September 30, 2024	October 31, <br>2023
	$	$
Net cash (used in) provided by operating activities of discontinued operations	(102,925)	44,850
Net cash used in investing activities of discontinued operations	-	-
Net cash used in financing activities of discontinued operations	(22,776)	(22,775)

6. RECEIVABLES

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

****	September 30, <br>2024	March 31,<br>2024
****	$	$
Taxes receivable	44,710	16,368
Trade receivables	247,630	238,023
****	292,340	254,391

There was no provision for expected credit losses on trade receivables as at September 30, 2024 and March 31, 2024.

7. INVENTORY

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

****	September 30, <br>2024	March 31,<br>2024
****	$	$
Finished goods	2,209,453	1,549,425
Work in process	1,627,184	1,136,096
Raw materials	138,775	180,533
****	3,975,412	2,866,054

8. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS

a) Property and equipment

A summary of the Company's property and equipment is as follows:

****	September 30, 2024	March 31,2024
****
Land	500,000	500,000
Leasehold improvements	2,091,398	2,057,964
Furniture and fixtures	367,024	361,580
Computer equipment	6,659	6,659
Machinery and equipment	2,257,824	2,419,927
	5,222,905	5,346,130
Less: Accumulated depreciation	(1,934,267	(1,955,197
	3,288,638	3,390,933

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.

Total depreciation of property and equipment for the three and six months ended September 30, 2024 was $145,306 and $289,728 (periods ended October 31, 2023 - $143,670 and $278,195). During the three and six months ended September 30, 2024, $123,695 and $245,541 (periods ended October 31, 2023 - $118,590 and $237,276) of the total depreciation was allocated to inventory.

During the six months ended September 30, 2024, the Company disposed of equipment with total cost of $353,617 and accumulated depreciation of $310,657, receiving $2,000 in cash. As a result, the Company recorded $40,960 as loss on disposal of assets.

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 six months ended September 30, 2024, 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 12).

9. INTANGIBLE ASSETS AND GOODWILL

a) Intangible assets

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

****	September 30, 2024	March 31,2024
****
Licenses	15,423,921	12,010,274
Brands	644,800	644,800
Customer relationships	1,540,446	1,540,447
	17,609,167	14,195,521
Less: accumulated amortization	(8,684,268	(7,908,931
	8,924,899	6,286,590

All values are in US Dollars.

In June 2024, as part of the acquisition of the new dispensary store (Note 4), the Company acquired two licenses with total fair value of $3,413,647 and estimated useful life of 10 years.

During the three and six months ended September 30, 2024, the Company recognized amortization expense on intangible assets of $416,118 and $775,337 (periods ended October 31, 2023 - $332,722 and $665,444). Of the total amortization expense, $2,272 and $4,546 (periods ended October 31, 2023 - $2,266 and $4,533) was allocated to inventory.

9. INTANGIBLE ASSETS AND GOODWILL (continued)

b) Goodwill

As at September 30, 2024 and March 31, 2024, the Company had goodwill of $28,541,323 and $28,541,323, respectively, which was allocated to the Nevada reporting unit. There was no impairment on goodwill identified during the six months ended September 30, 2024 and October 31, 2023.

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

****	September 30, <br>2024	March 31,<br>2024
****	$	$
Accounts payable	1,746,445	1,456,637
Accrued liabilities	386,331	524,058
EFF settlement accrual (Note 20)	612,500	612,500
****	2,745,276	2,593,195

11. 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 placement	1,954,534
Accretion	233,723
Interest	141,560
Repayment	(141,560
Effect of foreign exchange	31,232
Balance, September 30, 2024	2,219,489
Current portion	905,413
Non-current portion	1,314,076

All values are in US Dollars.

12. LEASE LIABILITIES

The Company's leases consist of land and buildings used in the cultivation, processing, and warehousing of its products. All leases were classified as operating leases in accordance with ASC 842 Leases. A summary of the Company's active leases under contract as at September 30, 2024 is as follows:

Lessee	Asset	Remaining lease term (years)	Type
Silver State Cultivation LLC	Land and building	8.18	Operating lease
Silver State Relief LLC (Sparks)	Land and building	12.18	Operating lease
Silver State Relief LLC (Fernley)	Land and building	12.18	Operating lease
Silver State Relief LLC (Reno)	Land and building	9.75	Operating lease

On February 1, 2023, the Company entered into amended agreements for the Sparks and Fernley leases, extending the lease terms from their original end date in 2025 to 2029, with three renewal periods of seven years each. The Company opted for one renewal term under the amended contracts, extending the lease terms until December 31, 2036. Accordingly, during the year ended January 31, 2024, the carrying amounts of right-of-use assets and lease liabilities were remeasured, resulting in an increase of $528,067 in the right-of-use asset and lease liabilities for the Sparks lease, and $396,038 for the Fernley lease.

On June 11, 2024, the Company entered into a lease agreement for the new dispensary store in South Reno, Nevada. The lease commenced on July 1, 2024, and will expire on June 30, 2034. Monthly payments are required at the beginning of each calendar month, with the first payment of $14,300 made on the lease commencement date. The base rent will increase by 3% annually. The lease is classified as an operating lease with an implicit interest rate of 10%. Accordingly, the Company recognized a lease liability valued at $1,221,143.

For the three and six months ended September 30, 2024, the Company incurred operating lease costs of $411,697 and $774,214 (periods ended October 31, 2023 - $350,936 and $701,872). Of these amounts, during the three and six months ended September 30, 2024, $203,091 and $406,183 were allocated to inventory (periods ended October 31, 2023 - $203,092 and $406,184).

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

	September 30, <br>2024	March 31, 2024
Weighted average discount rate	10%	10%
Weighted average remaining lease term (years)	10.08	10.61

A summary of the maturity of contractual undiscounted liabilities associated with the Company's operating leases as at September 30, 2024 is as follows:

Year ending March 31,
2025	751,271
2026	1,536,201
2027	1,582,287
2028	1,629,756
2029	1,678,649
Thereafter	10,090,377
Total undiscounted lease liabilities	17,268,541
Effects of discounting	(6,736,481
Total present value of minimum lease payments	10,532,060
Current portion of lease liability	483,229
Lease liabilities	10,048,831

All values are in US Dollars.

As at September 30, 2024, the Company has total undiscounted lease liabilities of $17,268,541 (March 31, 2024 - $15,999,875) pertaining to lease liabilities.

13. DERIVATIVE LIABILITY

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

****	Earn out shares
****
Balance, January 31, 2024	108,233
Gain on change in fair value of derivative liability	(22,189
Effect of foreign exchange	(1,173
Balance, March 31, 2024	84,871
Effect of foreign exchange	320
Balance, September 30, 2024	85,191

All values are in US Dollars.

Upon the May 24, 2019 acquisition of Swell Companies, the vendors can earn up to 6,000,000 'earn out' shares over a period of seven years. The conditions 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 September 30, 2024 and March 31, 2024, the total number of remaining earn out shares is 1,207,200.

14. SHARE CAPITAL

Share capital consists of one class of fully paid common shares, with no par value. The Company is authorized to issue an unlimited number of common shares. All shares are equally eligible to receive dividends and repayment of capital and represent one vote at the Company's shareholders' meetings.

A summary of the Company's share capital is as follows:

	Number of shares	Common <br>stock
	#	$
Balance, March 31, 2024 and January 31, 2024	120,047,814	105,467,920
Warrants issued in private placement	-	966,028
Share-based compensation	-	569,309
Balance, September 30, 2024	120,047,814	107,003,257

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 September 30, 2024 and March 31, 2024, shares issued pursuant to this commitment total 1,184,407 shares.

b) Warrants

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

	Number of warrants		Weighted average exercise price	Weighted average remaining life
	#		C$	Years
Balance, January 31, 2024	1,200,000		1.50	0.31
Balance, March 31, 2024	1,200,000		1.50	0.15
Issuance from private placement	4,000,000		0.55	2.10
Expired	(1,200,000	)	1.50	-
Balance, September 30, 2024	4,000,000		0.55	2.10

14. SHARE CAPITAL (continued)

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. The allocated value of these warrants is $966,028.

A summary of the Company's outstanding and exercisable warrants as at September 30, 2024, is as follows:

Expiry date	Exercise price	Number of warrants outstanding
****	C$	#
November 6, 2026	0.55	4,000,000

As at September 30, 2024 and March 31, 2024, outstanding and exercisable warrants had intrinsic values of $nil and $nil, respectively.

c) Stock options

The Company is authorized to grant options to executive officers and directors, employees, and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option equals the market price of the Company's shares as calculated on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors.

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

****	Number of options	Weighted average exercise price	Weighted average remaining life
****	#	C$	Years
Balance, January 31, 2024	1,100,000	0.84	0.88
Balance, March 31, 2024	1,100,000	0.84	0.71
Granted	5,425,000	0.53	2.62
Balance, September 30, 2024	6,525,000	0.58	2.21

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 September 30, 2024, is as follows:

Expiry date	Exercise price	Number of options outstanding	Number of options exercisable
****	C$	#	#
October 9, 2024	1.00	500,000	500,000
February 10, 2025	0.70	600,000	600,000
May 13, 2027	0.53	5,425,000	1,808,333
****	0.58	6,525,000	2,908,333

As at September 30, 2024 and March 31, 2024, outstanding and exercisable stock options had intrinsic values of $nil and $nil, respectively.

During the three and six months ended September 30, 2024, the Company recorded share-based compensation expense on vesting of stock options of $147,091 and $569,309 (periods ended October 31, 2023 - $5,499 and $11,094), respectively.

14. SHARE CAPITAL (continued)

The Company used the following inputs in the Black-Scholes option pricing model to determine the fair value of options granted during the six months ended September 30, 2024:

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.

15. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

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

	Three months ended		Six months ended
	September 30, 2024	October 31, <br>2023	September 30, 2024	October 31, <br>2023
	$	$	$	$
Accounting and legal	109,225	278,929	259,227	638,538
Depreciation and amortization	435,456	355,536	814,978	701,830
License fees, taxes, and insurance	411,636	398,688	781,947	840,458
Office facilities and administrative	109,831	105,969	248,415	218,022
Operating lease costs	208,606	147,844	368,031	295,688
Other expenses	106,771	206,058	159,592	556,339
Professional fees and consulting	301,617	186,842	453,344	296,964
Salaries and wages	1,049,841	810,821	2,034,505	1,541,847
Sales, marketing, and promotion	61,189	17,465	100,949	34,749
Share-based compensation	147,091	5,499	569,309	11,094
Shareholder communications	5,135	6,354	12,616	9,199
Travel and entertainment expense	11,849	12,962	26,289	8,338
****	2,958,247	2,532,967	5,829,202	5,153,066

16. SEGMENTED INFORMATION

The Company defines its major geographic operating segments as Oregon and Nevada. Due to the ever-present jurisdictional cannabis compliance issues in the industry, each state operation is by nature operationally segmented.

The Chief Operating Decision Maker ("CODM") is the Company's CEO, Sonny Newman. The CODM's review consists of revenue, cost of sales, and gross profit as the primary indicators of segment performance. The CODM also 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.

16. SEGMENTED INFORMATION (continued)

A summary of the Company's segmented operational activity and balances from continuing operations for the six months ended September 30, 2024 is as follows:

****	Nevada	Corporate	Total
****
Total revenue	14,104,556	-	14,104,556
Gross profit	5,295,532	-	5,295,532
Operating expenses:
General and administration	(2,533,162	(1,442,773	(3,975,935
Sales, marketing, and promotion	(100,949	-	(100,949
Operating lease cost	(368,031	-	(368,031
Depreciation and amortization	(768,921	(46,057	(814,978
Share-based compensation	-	(569,309	(569,309
Interest expense and others	(21,529	(394,567	(416,096
Net income (loss) from continuing operations before income tax expense	1,502,940	(2,452,706	(949,766

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 six months ended October 31, 2023 is as follows:

****	Nevada	Corporate	Total
****	$	$	$
Total revenue	14,044,185	-	14,044,185
Gross profit	5,583,564	-	5,583,564
Operating expenses:
General and administration	(2,492,946)	(1,616,759)	(4,109,705)
Sales, marketing, and promotion	(34,749)	-	(34,749)
Operating lease cost	(295,688)	-	(295,688)
Depreciation and amortization	(655,773)	(46,057)	(701,830)
Share-based compensation	-	(11,094)	(11,094)
Interest expense and others	(14,963)	(3,714)	(18,677)
Net income (loss) from continuing operations before income tax expense	2,089,445	(1,677,624)	411,821

Segmented information pertaining to discontinued operations (Oregon) is contained within Note 5.

Entity-wide disclosures

All revenue for the six months ended September 30, 2024 and October 31, 2023 was earned in the United States.

For the six months ended September 30, 2024 and October 31, 2023, no customer represented more than 10% of the Company's net revenue. As at September 30, 2024 and March 31, 2024, no customer represented more than 10% of the Company's receivables.

A summary of the Company's the long-lived tangible assets disaggregation by geographic area is as follows:

	September 30, <br>2024	March 31, <br>2024
	$	$
Nevada	12,484,050	11,637,758
Discontinued operations (Oregon)	500,000	500,000
****	12,984,050	12,137,758

17. 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 September 30, 2024 is as follows:

Year ending March 31,	Third <br>parties	Related parties	Total
****	$	$	$
2025	200,139	255,414	455,553
2026	614,225	785,313	1,399,538
2027	631,286	808,872	1,440,158
2028	648,858	833,138	1,481,996
Thereafter	3,561,898	4,473,246	8,035,144
****	5,656,406	7,155,983	12,812,389

18. RELATED PARTY TRANSACTIONS

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

****	September 30, <br>2024	March 31,<br>2024
****	$	$
Lease liabilities due to a company controlled by the CEO	4,780,256	4,917,482
Due to the CFO	595	770
****	4,780,851	4,918,252

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		Six months ended
	September 30, 2024	October 31, <br>2023	September 30, 2024	October 31, <br>2023
	$	$	$	$
Consulting fees paid to a director	15,000	-	30,000	-
Amounts paid to CEO or companies controlled by CEO for leases	190,134	203,693	380,269	496,501
Amounts paid to CEO or companies controlled by CEO for repayments of promissory note	-	-	-	1,025,201
Amounts paid to CEO or companies controlled by CEO for remuneration	53,846	53,845	100,000	100,000
Salary paid to directors and officers	132,297	117,520	237,913	215,103
Share-based compensation	93,567	5,499	362,047	11,084
	448,844	380,557	1,110,229	1,847,889

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.

19. EARNINGS PER SHARE

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

****	Six months ended
****	September 30, 2024	October 31, 2023
****
Net loss from continuing operations after income taxes	(2,145,866	(753,953
Net loss from discontinued operations after income taxes	(111,438	(38,283
Net loss	(2,257,304	(792,236
Weighted average number of common shares outstanding	120,047,814	120,047,814
Dilutive effect of warrants and stock options outstanding	793,093	2,833,093
Diluted weighted average number of common shares outstanding	120,840,907	122,880,907
Basic and diluted loss per share, continuing operations	(0.02	(0.01
Basic and diluted loss per share, discontinued operations	(0.00	(0.00
Basic and diluted loss per share	(0.02	(0.01

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 six months ended September 30, 2024 and October 31, 2023, the number of warrants excluded from the computation was nil and 1,200,000, respectively. For the six months ended September 30, 2024 and October 31, 2023, the number of stock options excluded from the computation was 2,908,333 and 1,049,999, respectively. In addition, for the six months ended September 30, 2024 and October 31, 2023, the computation of diluted earnings per share excludes the potential issuance of 1,207,200 remaining earn out shares (Note 13) as the market price of the common shares has not been high enough to trigger an earn out event.

20. CONTINGENCIES

From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. Management is of the opinion that disposition of any current matter will not have a material adverse impact on the Company's financial position, results of operations, or the ability to carry on any of its business activities.

Legal proceedings

Oregon Action: A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims, alleging $612,500 in damages (as amended), against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee (the "Oregon Action"). The Company and the other defendants wholly denied the allegations and claims made in the lawsuit and is defending the lawsuit. On June 21, 2019, the Company filed Oregon Rule of Civil Procedure ("ORCP") 21 motions to dismiss all of the Plaintiffs' claims against it, its wholly owned subsidiaries, and other defendants. On December 30, 2019, the Plaintiffs filed an amended complaint dismissing the Company (and some of its directors and subsidiaries) from the case and reducing the amount in controversy in the Oregon Action. On May 6, 2020, the court granted the Company's ORCP 21 motions in its entirety to dismiss all of Plaintiffs' claims against the remaining defendants. The judgment of dismissal was entered by the Clackamas County court on or about October 14, 2020.

On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment, entered on February 2, 2021. The judgment in favor of the Company remains unpaid and continues to collect interest at the statutory rate of 9% per annum.

On November 12, 2020, the Plaintiffs appealed the order dismissing the claims alleged in their amended complaint. On March 2, 2021, the Plaintiffs amended their appeal to appeal the award of attorney fees and costs.

20. CONTINGENCIES (continued)

On October 26, 2022, the Court of Appeals issued its decision, reversing the general and supplemental judgments in favor of the Company and remanding the case to the trial court for further proceedings. The Company filed a petition for reconsideration of the Court of Appeals decision on December 7, 2022, which was denied. On April 19, 2023, the Company filed a petition for review in the Oregon Supreme Court, which was denied. On November 1, 2023, the Court of Appeals issued the appellate judgement that reversed the October 2023 dismissal as well as the judgement for attorney fees and remanded the case against Phantom Brands, LLC, Swell Companies Limited, and two former employees. On December 21, 2023, the Plaintiffs filed a second amended complaint.

On April 2, 2024, the court confirmed dismissal of the Company and other defendants no longer named. The Company has filed a motion for costs and attorney fees totaling $108,876. By court order on September 8, 2024, the Company's motion was granted in full, awarding the Company $108,876 in attorney's fees and costs. On October 8, 2024, the parties stipulated, and the Court granted, abatement of the matter until April 9, 2025. On October 30, 2024, the plaintiffs appealed the order on fees and costs, which is pending before the court. Such abatement and appeal shall not impede the Company's collection efforts.

British Columbia Action: On or about September 13, 2019, the Company delivered a notice to the above-mentioned Plaintiffs of alleged breach and default under the EFF purchase and sale agreement, due to alleged unlawful, intentional acts and material misrepresentations by the Plaintiffs before and after the completion of the purchase. As a result of such breach, the Company denied the Plaintiffs' tender of their share payment notes in connection with the agreement. On or about October 14, 2019, Proudest Monkey Holdings, LLC and one of its current owners, sued the Company in the Supreme Court of British Columbia to compel the issuance and delivery of the subject shares, including interests and costs (the "British Columbia Action").

On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. The Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon Action (breach of contract, indemnity, unjust enrichment and wrongful termination claims). Plaintiffs allege $2,774,177 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action. This action remains in the discovery stage. The trial date was removed due to lack of prosecution by Plaintiffs. It is too early to predict the resolution of the claims and counterclaims.

21. INCOME TAXES

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

****	Three months ended		Six months ended
****	September 30, 2024	October 31, <br>2023	September 30, 2024	October 31, <br>2023
****	$	$		$
Net income (loss) from continuing operations before income taxes	68,982	205,882	(949,766	411,821
Income tax expense	828,400	563,100	1,196,100	1,165,774
Effective tax rate	1201%	274%	-126%	283%

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.

22. 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 September 30, 2024 using:	Level 1	Level 2	Level 3	Total
	$	$	$	$
Financial liabilities:				****
Earn out shares (Note 13)	-	-	85,191	85,191
Fair value measurements at March 31, 2024 using:	Level 1	Level 2	Level 3	Total
---	---	---	---	---
	$	$	$	$
Financial liabilities:	****	****	****	****
Earn out shares (Note 13)	-	-	84,871	84,871

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.

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

Management's Discussion and Analysis
For the three and six months ended September 30, 2024
(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 has changed its year end to March 31 and as such this Management Discussion and Analysis and the accompanying unaudited interim financial statements is for the three- and six-month period ended September 30, 2024.

The Company's unaudited interim condensed consolidated financial statements for the three and six months ended September 30, 2024, were authorized for issuance on November 14, 2024 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. With the winding down and sale of its Oregon licenses and operations, the Company presents its Oregon operations as 'held for sale' on the Balance Sheet and as 'discontinued operations' in the Income Statement.

The Company's management team has significant professional experience, including deep experience both within the cannabis industry and other fast-paced growth industries like technology and venture capital. Management also includes experts from more traditional industries like forestry, manufacturing, real estate, and capital markets.

Strategic Focus and Growth

Our operations in Reno, Nevada under the Silver State Relief brand continues its strong financial performance generating healthy cash flow and satisfied customers. Building around this strong core we have accomplished much since the beginning of the Company's fiscal year 2024:

On June 26, 2024, the Company opened the South Reno Dispensary, its third retail store in Nevada. It had sales of $273,000 in July, $417,000 in September, growing to $475,000 in October 2024. The Google rating of the new store (4.9 out of 5) 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. 2

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.
On September 7, 2023, the Company appointed Aron Swan as its Chief Operating Officer. C21 has established the COO role to support the Company's long-term growth objectives. Aron Swan has been the long-standing Head of Operations and was responsible for the build-out and expansion of C21's Nevada operations, including managing a team of more than 100 employees, developing strong vendor relationships, and ensuring rigorous compliance standards. He has been integral to Silver State Relief since its inception in 2015 and has been instrumental in running our business and managing our growth initiatives. Aron is leading our strategic growth objectives as we pursue expansion in our market.

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. An additional 30,000 sq ft of cultivation can be built out on future expansion of Nevada retail footprint, which should produce an additional 6,000 pounds per annum of high-quality flower.

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 over 34% of sales in the dispensaries. With the increased production available, wholesale sales amounted to $3.0 million during the year ended January 31, 2024 ($2.2 million in prior year).

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 collectively service a total of more than 125,000 recreational and medical cannabis customers per quarter, with over 700 SKUs in each store. Silver State had total retail sales of $25.3 million during the year ended January 31, 2024 as compared to $26.8 million in the prior year.

p. 3

INTERIM MD&A - QUARTERLY HIGHLIGHTS

Operations

LAST EIGHT QUARTERS, except as noted	2 monthsended										(000's unless noted)
	30-Sep-24		30-Jun-24		31-Mar-24		31-Jan-24		31-Oct-23		31-Jul-23		30-Apr-23		31-Jan-23
Inventory	3,975		3,300		2,866		2,709		2,839		3,038		3,514		4,174
Revenues	7,509		6,596		4,465		6,549		6,882		7,162		7,692		7,033
Income (loss) from operations, add back share based compensation	454		(418	)	290		493		226		217		561		(618	)
Adjusted EBITDA	1,295		311		633		1,055		943		972		1,561		937
Income (loss) from continuing operations	(759	)	(1,386	)	(51	)	(2,082	)	(357	)	(397	)	(387	)	(1,405	)
*per common share, basic & diluted	(0.01	)	(0.01	)	(0.00	)	(0.02	)	(0.00	)	(0.00	)	(0.00	)	(0.01	)
Profit (loss) attributable to owners	(845	)	(1,412	)	(74	)	(2,042	)	(376	)	(416	)	(471	)	(2,119	)
*per common share basic & diluted	(0.01	)	(0.01	)	(0.00	)	(0.02	)	(0.00	)	(0.00	)	(0.00	)	(0.02	)

The Company has changed its year end to March 31 and as such this is the second quarterly filing in this new format. The next fiscal year-end will be for the 12 months ending March 31, 2025.

Inventory balance at September 30, 2024 has increased by $1.1 million since March 31, 2024 due to the opening of our third store, the South Reno dispensary on June 26, 2024.

Adjusted EBITDA is up for the quarter compared to the prior quarter mainly due to the gain from operations discussed on the following page under "Gross Profit". Also see Non-GAAP measures below.

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 from continuing operations, adding back share-based compensation, in the Quarterly table above, is a useful measure.

p. 4

INTERIM MD&A - QUARTERLY HIGHLIGHTS (continued)

Summary derived from the Company's consolidated financial statements:

PROFIT AND LOSS		Q2		Q1		2 months		Q4		Q3
		30-Sep-24		30-Jun-24		31-Mar-24		31-Jan-24		31-Oct-23
Revenues- Retail	$	7,101,985		6,196,208		4,163,292		6,303,351		6,433,991
Wholesale		406,562		399,801		301,658		245,461		448,087
Revenue	$	7,508,547		6,596,009		4,464,950		6,548,812		6,882,078
Inventory expensed to cost of sales		4,243,714		4,565,310		2,688,650		3,702,469		4,129,429
Gross profit		3,264,833		2,030,699		1,776,300		2,846,343		2,752,649
		43.5%		30.8%		39.8%		43.5%		40.0%
Expenses
General and administration		2,105,905		1,870,030		1,151,305		1,780,705		2,006,623
Sales, marketing, and promotion		61,189		39,760		21,581		23,691		17,465
Operating lease cost		208,606		159,425		106,283		190,308		147,844
Depreciation and amortization		435,456		379,522		207,225		359,568		355,536
Share based compensation		147,091		422,218		-		5,527		5,499
Total expenses		2,958,247		2,870,955		1,486,394		2,359,799		2,532,967
Income (loss) from operations		306,586		(840,256	)	289,906		486,544		219,682
Other items
Interest expense		(88,697	)	(52,863	)	-		-		-
Accretion expense		(149,834	)	(83,889	)
Other Income (loss)		927		(41,740	)	9,209		(785,763	)	(13,800	)
Change in fair value of derivative liabilities		-		-		22,189		(59,217	)	-
Income (loss) before before taxes		68,982		(1,018,748	)	321,304		(358,436	)	205,882
Income tax expense		(828,400	)	(367,700	)	(372,743	)	(1,723,925	)	(563,100	)
Income from continuing operations		(759,418	)	(1,386,448	)	(51,439	)	(2,082,361	)	(357,218	)
Income (loss) from discontinued operations		(85,714	)	(25,724	)	(22,965	)	40,357		(18,932	)
Net income (loss)		(845,132	)	(1,412,172	)	(74,404	)	(2,042,004	)	(376,150	)

With the change in Fiscal year end to March 31 from January 31, the comparative period in our interim financial statements will not be the same calendar months. The comparative for this second quarter ending September 30, 2024 ("Q1") is the 3 months ending October 31, 2023 (Prior Year Quarter"). The sequential comparative is to the three months ended June 30, 2024 (Prior Quarter").

"Revenue" includes retail revenues from our three stores and wholesale revenue from our cultivation operations. The Q2 total revenues were up 9% at $7.5 million versus the Prior Year Quarter $6.9 million and increased by 14% sequentially from the Prior Quarter of $6.6 million. Retail revenues in Q2 were $7.1 million, up 10% versus Prior Year Quarter $6.4 million, and up sequentially 15% versus Prior Quarter $6.2 million. Wholesale revenues in Q2 were down slightly at $0.41 million versus Prior Year of $0.45 million and flat increased sequentially from Prior Quarter of $0.25 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 $416,000 in September 2024. In October 2024 the South Reno store sales were $475,000.

"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.

p. 5

"Gross profit" Q2 gross profit margin % has increased to 43.5% from 40.0% in the Prior Year Quarter and increased sequentially from 30.8% in the Prior Quarter. The poor result in the Prior Quarter (June 30, 2024) was due to several one-time factors, including internal supply issues, stocking for the new store.

"Income from operations" for Q2 at $0.3 million up versus the Prior Year Quarter $0.2 million and up sequentially versus Prior Quarter ($0.8) million.

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. Q2 costs of $2.1 million was up versus the Prior Year Quarter of $2.0 million, and sequentially versus $1.9 million in the Prior Quarter due to audit and professional fees.

"Operating lease cost" is the cost of leases not included in cost of sales and was $208,606 for Q2 versus $147,844 in Prior Year Quarter. This increase is due to the lease on our new store which opened on June 26, 2024.

"Depreciation and amortization" include provisions for fixed assets and intangibles not included in cost of sales. The total depreciation and amortization in Q2 was $0.43 million versus $0.36 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 $147,091 is up from $5,527 in the Prior Year Quarter due to the issuance of share options to employees, directors and officers during the Quarter ending June 30, 2024.

Other Items

"Interest expense" in Q2 was $88,697 versus $nil in the Prior Year Quarter due to the issuance of the C$4 million Convertible Debentures during the Quarter ending June 30, 2024.

"Accretion expense" in Q2 was $149,834 versus zero in the Prior Year 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. Of the original 10.5 million of earn out shares to both Phantom and Swell, 1.2 million remain.

"Provision for income taxes" in Q2 of $0.8 million is up versus Prior Year Quarter of $0.6 million due to the more taxable income.

"Other comprehensive income (loss)," specifically the cumulative translation adjustment, comes about in GAAP when translating the balances between the parent company (investments made in C$) and the US subsidiaries (US$). These foreign exchange gains or losses at each reporting date result from the translation of C$ amounts to US$ (which is our reporting currency).

"Net income (loss) from discontinued operations" the Company has classified all of its Oregon operations to 'discontinued operations'. The revenues and expenses pertaining to the Oregon operations are shown in this line item. We have had no active business in Oregon since early 2022. The effect of this treatment is to lower our revenues (Q1 -$nil, Prior Year Quarter -$nil) and increase our gross profit (Q1-$nil, Prior Year Quarter -$nil) and increase our income from operations and net income (Q2-$85,714, Prior Year Quarter- $18,932). 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. Effective March 27, 2023, the Company reached a settlement with its central Oregon landlord with respect to its three remaining leases in Oregon, including an early termination of such leases, in exchange for an abatement of one month of the Company's rent applied to each respective lease. This is recorded in the year end FY2023 accounts. The Company maintains fee simple ownership of real property in central and southern Oregon, which are both listed for sale.

p. 6

Non-GAAP Financial Measures

"Adjusted EBITDA" is supplemental, non-GAAP financial measures. The Company defines EBITDA as earnings before depreciation and amortization, depreciation and interest in cost of sales, income taxes, and interest. Additionally, the Company's Adjusted EBITDA presented above excludes accretion, loss from discontinued operations, one-time transaction costs and all other non-cash items. The Company has presented "Adjusted EBITDA" because its management believes it is a useful measure for investors when assessing and considering the Company's continuing operations and prospects for the future. Furthermore, "Adjusted EBITDA" is a commonly used measurement in the financial community when evaluating the market value of similar companies. "Adjusted EBITDA" is not a measure of performance calculated in accordance with GAAP, and these metrics should not be considered in isolation of, or as a substitute for, the measurement of the Company's performance prepared in accordance with GAAP. "Adjusted EBITDA," as calculated and reconciled in the table above, may not be comparable to similarly titled measurements used by other issuers and is not necessarily a measure of the Company's ability to fund its cash needs. Figures have been restated to match the current presentation.

ADJUSTED EBITDA	Quarters ending:				2 months		Quarters ending:
	30-Sep-24		30-Jun-24		31-Mar-24		31-Jan-24		31-Oct-23
Net income (loss)	(845,132	)	(1,412,172	)	(74,404	)	(2,042,004	)	(376,150	)
Interest & accretion	238,531		136,752		-		-		-
Provision for taxes	828,400		367,700		372,743		1,723,925		563,100
Depreciation and amortization	435,456		379,522		207,225		359,568		355,536
Depreciation and interest in COS	406,184		203,091		135,395		203,092		203,092
EBITDA	1,063,439		(325,107	)	640,959		244,581		745,578
Change in FV of derivative liability	-		-		(22,189	)	59,217		-
Share based compensation	147,091		422,218		-		5,527		5,499
Loss (gain) discontinued operations	85,714		25,724		22,965		(40,357	)	18,932
One-time special project costs	-		117,543		-		-		159,000
Production curtailment, inventory adjustments	-		28,700		-		-		-
Other gain/loss	(927	)	41,740		(9,209	)	785,763		13,800
Adjusted EBITDA	1,295,317		310,818		632,526		1,054,731		942,809
FREE CASH FLOW	Two months
Quarter ended (except as noted)	30-Sep-24		30-Jun-24		31-Mar-24		31-Jan-24		31-Oct-23
Cash provided by operating activities before taxes and changes in working capital (continuing operations)	895,681		77,815		451,006		1,194,316		711,098
Purchases of property and equipment	(60,731	)	(169,660	)	(51,483	)	(18,251	)	(259,343	)
	834,950		(91,845	)	399,523		1,176,065		451,755

"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.

p. 7

RELATED PARTY TRANSACTIONS

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

****	September 30, <br>2024	March 31,<br>2024
****	$	$
Lease liabilities due to a company controlled by the CEO	4,780,256	4,917,482
Due to the CFO of the Company	595	770
	4,780,851	4,918,252

A summary of the Company's transactions with related parties including key management personnel for the three and six months ended September 30, 2024 and October 31, 2023 is as follows:

	Three months ended		Six months ended
	September 30, 2024	October 31, <br>2023	September 30, 2024	October 31, <br>2023
	$	$	$	$
Consulting fees paid to a director	15,000	-	30,000	-
Amounts paid to CEO or companies controlled by CEO for leases	190,134	203,693	380,269	496,501
Amounts paid to CEO or companies controlled by CEO for repayments of promissory note	-	-	-	1,025,201
Amounts paid to CEO or companies controlled by CEO for remuneration	53,846	53,845	100,000	100,000
Salary paid to directors and officers	132,297	117,520	237,914	215,103
Share-based compensation	93,567	5,499	362,047	11,084
	605,954	380,557	1,083,730	1,847,889

Amounts paid to CEO or companies controlled by CEO consists of salary, lease payments, and Newman Note principal and interest. 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.

The Newman Note was issued when the Company purchased Silver State in 2019 and the Newman Note was fully repaid and satisfied, and security and pledge agreements terminated, on June 1, 2023.

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
		Carryingamount		Contractualcash flows		Under 1 year		1-3 years		3-5 years		More than 5years
As at September 30, 2024
Trade and other payables	$	2,745,276	$	2,745,276	$	2,745,276	$	-	$	-	$	-
Finance lease payments (1)		10,532,060		17,268,541		1,512,376		3,146,629		3,317,358		9,292,178
Convertible debt (2)		1,156,259		1,156,259		1,156,259		-		-		-
Notes and other borrowings (3)		378,240		382,469		382,469		-		-		-
Total	$	14,811,835	$	21,552,545	$	5,796,380	$	3,146,629	$	3,317,358	$	9,292,178

(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. These relate to the Oregon Action in the section Legal Proceedings below.

(3) Amounts in the table reflect the contractually required principal payments payable under a mortgage.

p. 8

ADDITIONAL INFORMATION

LEGAL PROCEEDINGS

For a summary of the current legal proceedings, please refer to the Company's MD&A for the years ended March 31, 2024, and January 31, 2024 for detailed disclosure in this regard.

Oregon Action Update

On April 6, 2024, the Company filed a motion to recover costs and attorney fees and the other defendants who were no longer named in the case, in the amount of $107,622.50 in attorney's fees, and $1,252 in costs. By court order on September 8, 2024, the Company's motion was granted in full, awarding the Company $107,622.50 in attorney's fees, and $1,252 in costs. On October 8, 2024, the parties stipulated, and the Court granted, abatement of the matter until April 9, 2025. On October 30, 2024, the plaintiffs appealed the order on fees and costs, which is pending before the court. Such abatement and appeal shall not impede the Company's collection efforts.

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 September 30, 2024, there were:

120,047,814 Common Shares issued and outstanding;
6,525,000 options outstanding to purchase Common Shares, of which 2,908,333 options had vested;
4,000,000 warrants outstanding to purchase Common Shares; and
no restricted share units ("RSUs") outstanding to purchase Common Shares.
793,093 acquisition shares to EFF vendors, yet to be issued. See 'Legal Proceedings' later in this MD&A.

As of November 14, 2024 (the date of this MD&A) the Company had the following securities outstanding:

Type of Security	Number outstanding
Common Shares	120,047,814
Stock Options	6,525,000
Warrants	4,000,000
Acquisition shares	793,093
	131,365,907

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's financial statements and the other financial information included in this MD&A are the responsibility of the Company's management and have been examined and approved by the Board. The accompanying audited financial statements are prepared by management in accordance with GAAP, and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.

Management recognizes its responsibility for conducting the Company's affairs in a manner that complies with the requirements of applicable laws and established financial standards and principles and maintains proper standards of conduct in its activities. The Board supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

The audit committee's role is to examine the financial statements and recommend that the Board approve them, to examine the internal control and information protection systems, and all other matters relating to the Company's accounting and finances. To do so, the Audit Committee meets annually with the external auditors, with or without the Company's management, to review their respective audit plans and discuss the results of their examination. The Audit Committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

p. 9

ACCOUNTING POLICIES AND ESTIMATES

FINANCIAL RISK MANAGEMENT

The Board approves and monitors the risk management processes of the Company, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

CREDIT RISK

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts. The Company's cash is deposited in bank accounts held with a major bank in Canada, a credit union in Washington, Nevada and Colorado.

LIQUIDITY RISK

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management of the Company and the Board are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company's consolidated financial statements for three months ended June 30, 2024 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 September 30, 2024, the Company had cash of $2,067,787, a working capital deficit of $8,888,340.

The Company has generated significant positive cash flow for the transition two months ended March 31, 2024 and the fiscal year ended January 31, 2024. The Statement of Cash Flows for the six months ended September 30, 2024, shows cash used by continuing operations of $0.2 million, cash generated of $0.9 million for the two months ended March 31, 2024, and $3.3 million for the year ended January 31, 2024. The Company has one-time items in the cash flow for the six months ending September 30, 2024 relating to the new South Reno dispensary that opened on June 26, 2024. Inventory build-up of $1.1 million and other start-up costs. The Company also paid $.05 million in corporate taxes in the six months ended September 30, 2024.

The promissory note owing to the President and CEO was fully repaid as of June 1, 2023, for which the monthly payments were $0.5 million plus interest. Other than lease liabilities, our largest liability at September 30, 2024, was income taxes payable of $10.9 million. The Company does not have any significant capital expenditure plans in the next 12 months. While operations' cash flow has slowed as our markets in general have slowed, we expect to continue to generate positive operations cash flow especially given the ramping up of our third store. The repayment of the promissory note gave the Company flexibility to pursue its strategic growth plans, which included the acquisition of a third store completed on June 7, 2024, at a cost of $3.5 million.

The Company's third store opened on June 26, 2024, and the purchase price was financed by internal working capital and the issuance of C$4 million of Convertible debentures, the May 2024 Private Placement. The Convertible debentures bear annual interest at 12% payable quarterly and monthly principal payment of C$160,000 per month commencing in October 2024. The payments on the convertible debentures will be paid for from working capital.

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 tightening interest rate environment since the beginning of 2022. 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.

p. 10

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, 2024, and January 31, 2024, for detailed disclosure in this regard.

On May 21, 2024, the DOJ published a "Notice of Proposed Rulemaking" to reschedule cannabis from Schedule I to Schedule III of the CSA in the Federal Register. In-person testimony in the DEA's upcoming hearing on marijuana rescheduling will not begin until January or February 2025. If the rule is finalized, cannabis would be considered a drug with "moderate to low potential for physical and psychological dependence" and would be available for medical use only, not legalized at the federal level.

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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, 2024, and January 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, 2024, and January 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; and the ability of the Company's operations to perform and continue in the ordinary course in light of the lasting impact of the COVID-19 pandemic. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks, uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information and statements. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.

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:

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 September 30, 2024.
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: November 14, 2024

SIGNED: "Sonny Newman"

Sonny Newman, Chief Executive Officer

NOTE TO READER

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

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

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

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

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

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Michael Kidd, Chief Financial Officer of C21 Investments Inc., certify the following:

Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of C21 Investments Inc. (the "issuer") for the interim period ended September 30, 2024.
No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Date: November 14, 2024

SIGNED: "Michael Kidd"

Michael Kidd, Chief Financial Officer

NOTE TO READER

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