CXXIF C21 Investments Inc (QX)

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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 December 2023.

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.

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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: December 14, 2023	/s/ Michael Kidd
	Michael Kidd
	Chief Financial Officer

-2-

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INDEX TO EXHIBITS

Exhibit		Description
99.1		Q3 Financial Statements October 31, 2023
99.2		Q3 Management Discussion and Analysis October 31, 2023
99.3		Q3 CEO Certification
99.4		Q3 CFO Certification

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Interim Condensed Consolidated Financial Statements For the three and nine months ended October 31, 2023 and 2022 (Expressed in U.S. Dollars)

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INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS	4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (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	8-23

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Notice of Disclosure of Non-auditor Review of the Interim Condensed Consolidated Financial Statements for the Three and Nine Months Ended October 31, 2023 and 2022.

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 October 31, 2023 and 2022, 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, Marcum LLP, have not performed a review of these interim condensed consolidated financial statements.

December 14, 2023

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C21 INVESTMENTS INC.

Interim Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

		October 31, 2023			January 31, 2023
		$			$
ASSETS
Current assets
Cash		1,905,089			1,891,772
Receivables		348,206			412,310
Inventory		2,839,054			4,173,573
Prepaid expenses and deposits		759,961			881,628
Assets classified as held for sale		1,291,741			1,383,089
		7,144,051			8,742,372
Non-current assets
Property and equipment		4,402,081			4,685,118
Right-of-use assets		7,994,603			8,385,533
Intangible assets		6,854,795			7,886,825
Goodwill		28,541,323			28,541,323
Security deposit		46,434			46,871
Deferred tax asset		23,362			23,362
Total assets		55,006,649			58,311,404
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		2,733,249			2,921,426
Convertible promissory notes		1,156,259			1,156,259
Promissory note payable		-			2,026,667
Income taxes payable		8,495,058			7,736,858
Deferred revenue		306,265			94,068
Lease liabilities - current portion		459,262			398,723
Liabilities classified as held for sale		403,814			640,266
		13,553,907			14,974,267
Non-current liabilities
Lease liabilities		8,201,231			8,554,702
Deposit liability		75,000			175,000
Derivative liability		46,860			239,700
Reclamation obligation		50,681			52,659
Total liabilities		21,927,679			23,996,328
Commitments and contingencies (Notes 17 and 20)
Subsequent event (Note 23)
SHAREHOLDERS' EQUITY
Common stock, no par value; unlimited shares authorized; 120,047,814 and 120,047,814 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively		105,462,393			105,445,792
Commitment to issue shares		628,141			628,141
Accumulated other comprehensive loss		(2,276,571	)		(2,287,145	)
Deficit		(70,734,993	)		(69,471,712	)
Total shareholders' equity		33,078,970			34,315,076
Total liabilities and shareholders' equity		55,006,649			58,311,404

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.

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C21 INVESTMENTS INC.

Interim Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

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

		Three months ended October 31,						Nine months ended October 31,
		2023			2022			2023			2022
		$			$			$			$
Revenue		6,882,078			7,207,404			21,736,388			21,855,358
Cost of sales		4,129,429			3,303,066			13,432,965			10,104,051
Gross profit		2,752,649			3,904,338			8,303,423			11,751,307
Selling, general and administrative expenses		2,532,967			2,528,779			7,317,939			7,156,869
Income from operations		219,682			1,375,559			985,484			4,594,438
Gain (loss) on change in fair value of derivative liability		-			127,813			(392,155	)		757,313
Gain on termination of sales-type lease and disposal of licenses		-			-			467,750			-
Loss on disposal of assets		(11,655	)		-			(11,655	)		-
Impairment loss		-			-			(372,227	)		(20,726	)
Interest expense		-			(98,657	)		(35,210	)		(396,161	)
Other expense		(2,145	)		(13,173	)		(24,894	)		(10,273	)
Net income from continuing operations before income tax expense		205,882			1,391,542			617,093			4,924,591
Income tax expense		(563,100	)		(1,154,189	)		(1,758,200	)		(2,137,604	)
Net income (loss) from continuing operations after income tax expense		(357,218	)		237,353			(1,141,107	)		2,786,987
Net income (loss) from discontinued operations after income tax expense		(18,932	)		11,154			(122,174	)		(374,617	)
Net income (loss)		(376,150	)		248,507			(1,263,281	)		2,412,370
Other comprehensive income:
Cumulative translation adjustment		6,590			305,354			10,574			88,967
Comprehensive income (loss)		(369,560	)		553,861			(1,252,707	)		2,501,337
Basic income per share from continuing operations		(0.00	)		0.00			(0.01	)		0.02
Diluted income per share from continuing operations		(0.00	)		0.00			(0.01	)		0.02
Basic and diluted income (loss) per share from discontinued operations		(0.00	)		0.00			(0.00	)		(0.00	)
Basic income per share		(0.00	)		0.00			(0.01	)		0.02
Diluted income per share		(0.00	)		0.00			(0.01	)		0.02
Weighted average number of common shares outstanding - basic		120,047,814			120,047,814			120,047,814			120,047,814
Weighted average number of common shares outstanding - diluted		122,880,907			122,880,907			122,880,907			122,880,907

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

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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, January 31, 2022		120,047,814			105,236,351			628,141			(2,370,967	)		(69,764,923	)		33,728,602
Share-based compensation		-			188,638			-			-			-			188,638
Net income and other comprehensive loss for the period		-			-			-			88,967			2,412,370			2,501,337
Balance, October 31, 2022		120,047,814			105,424,989			628,141			(2,282,000	)		(67,352,553	)		36,418,577
Share-based compensation		-			20,803			-			-			-			20,803
Net loss and other comprehensive income for the period		-			-			-			(5,145	)		(2,119,159	)		(2,124,304	)
Balance, January 31, 2023		120,047,814			105,445,792			628,141			(2,287,145	)		(69,471,712	)		34,315,076
Share-based compensation		-			16,601			-			-			-			16,601
Net loss and other comprehensive income for the period		-			-			-			10,574			(1,263,281	)		(1,252,707	)
Balance, October 31, 2023		120,047,814			105,462,393			628,141			(2,276,571	)		(70,734,993	)		33,078,970

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

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C21 INVESTMENTS INC.

Interim Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

		Nine months ended October 31,
		2023			2022
		$			$
OPERATING ACTIVITIES
Net income from continuing operations after income tax expense		(1,141,107)			2,786,987
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of right-of-use assets		390,930			364,727
Deferred income tax recovery		-			(540,556	)
Depreciation and amortization		1,049,408			1,142,619
Foreign exchange gain		(1,541	)		(27,543	)
Loss (gain) on change in fair value of derivative liability		392,155			(757,313	)
Gain on termination of sales-type lease and disposal of licenses		(467,750	)		-
Loss on disposal of assets		11,655			-
Impairment loss		372,227			20,726
Interest expense		35,210			422,288
Share-based compensation		16,601			188,638
Changes in operating assets and liabilities:
Receivables		64,104			(50,417	)
Inventory		1,698,374			(1,256,521	)
Prepaid expenses and deposits		121,667			332,022
Accounts payable and accrued liabilities		(475,594	)		(309,366	)
Income taxes payable		758,200			2,678,160
Deferred revenue		212,197			-
Lease liabilities		(292,932	)		(238,919	)
Cash provided by operating activities of continuing operations		2,743,804			4,755,532
Cash provided by (used in) operating activities of discontinued operations		59,644			(55,934	)
INVESTING ACTIVITIES
Purchases of property and equipment		(503,328	)		(433,214	)
Proceeds from termination of sales-type lease and disposal of licenses		400,000			-
Cash used in investing activities of continuing operations		(103,328	)		(433,214	)
Cash provided by investing activities of discontinued operations		-			51,357
FINANCING ACTIVITIES
Settlement of earn out shares		(575,136	)		-
Principal repayments on promissory note payable		(2,026,667	)		(4,560,000	)
Repayments of convertible promissory notes		-			(40,000	)
Interest paid in cash		(51,562	)		(432,954	)
Cash used in financing activities of continuing operations		(2,653,365	)		(5,032,954	)
Cash used in financing activities of discontinued operations		(34,163	)		(46,762	)
Effect of foreign exchange on cash		725			3,784
Change in cash during the period		13,317			(758,191	)
Cash beginning of period		1,891,772			3,067,983
Cash end of period		1,905,089			2,309,792
Supplemental disclosure of cash flow information:
Interest paid in cash		51,562			431,354
Income taxes paid in cash		1,000,000			-

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

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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 ("CSE") under the symbol CXXI and on the OTCQB® Venture Market under the symbol CXXIF.

The Company is a cannabis operator in the USA. The Company initially operated in two segments: recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA. During the year ended January 31, 2022, the Company made the strategic decision to exit operations in Oregon. Operating results of the Oregon segment are presented as discontinued operations. The Nevada segment remains engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale and retail sales.

As at October 31, 2023, the Company had a working capital deficit of $6,409,856 (January 31, 2023 - $6,231,895) and an accumulated deficit of $70,734,993 (January 31, 2023 - $69,471,712). However, for the nine months ended October 31, 2023, the Company generated positive operating cash flows from continuing operations.

At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law. This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level. There remains uncertainty about the US federal government's position on cannabis with respect to cannabis-legal status. A change in its enforcement policies could impact the ability of the Company to continue as a going concern.

2. BASIS OF PREPARATION

a) Basis of presentation

These unaudited interim condensed consolidated financial statements for the three and nine months ended October 31, 2023 and 2022 ("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.

b) Functional and reporting currency

The functional currency of C21 Investments Inc. is Canadian dollars ("C$"), and the functional currency of the Company's subsidiaries is U.S. dollars. C21 has determined that the U.S. dollar ("USD") is the most relevant and appropriate reporting currency as the Company's operations are conducted in U.S. dollars and its financial results are prepared and reviewed internally by management in U.S. dollars. The consolidated financial statements are presented in U.S. dollars 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.

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2. BASIS OF PREPARATION (continued)

A summary of the Company's subsidiaries included in these consolidated financial statements as at October 31, 2023 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
Swell Companies LTD (2)	Cannabis processor, distributor
Megawood Enterprises Inc. (2)	Cannabis retailer
Phantom Venture Group, LLC (2)	Holding Company
Phantom Brands, LLC (2)	Holding Company
Phantom Distribution, LLC (2)	Cannabis distributor
63353 Bend, LLC (2)	Cannabis producer
20727-4 Bend, LLC (2)	Cannabis processor
4964 BFH, LLC (2)	Cannabis producer
Workforce Concepts 21, Inc.	Payroll and benefits services

(1) All subsidiaries of the Company were incorporated in the USA, are wholly owned and have USD as their functional currency.

(2) Operations have been discontinued and results are included in discontinued operations.

d) Reclassification of comparative figures

The Company has reclassified certain items on the interim condensed consolidated statements of cash flows for the nine months ended October 31, 2022 to conform with current period presentation. A summary of the reclassifications is as follows:

Former classification	Reclassified to	Amount reclassified
		$
Depreciation and amortization	Changes in inventory	363,855
Changes in lease liabilities	Amortization of right-of-use assets	364,727
Changes in accounts payable and accrued liabilities	Interest expense	396,161

3. SIGNIFICANT ACCOUNTING POLICIES

The Company's significant accounting policies are fully described in Note 3 to the consolidated financial statements for the years ended January 31, 2023 and 2022. There have been no material changes to the Company's significant accounting policies.

a) Significant accounting 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 estimation and judgment relate to 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.

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3. SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Recently issued accounting pronouncements

Recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants ("AICPA") and the U.S. Securities and Exchange Commission ("SEC") did not or are not believed by management to have a material effect on the Company's present or future financial statements.

4. DISCONTINUED OPERATIONS

a) Sales-type lease and disposal of licenses

In January 2022, the Company entered into a lease-to-own arrangement with a lessee for certain licenses, land and equipment in Oregon, USA, representing its outdoor growing operation. The Company determined that the arrangement should be accounted for as a sales-type lease and concluded that it is not probable that all required payments will be made such that title will transfer at the end of the term. As such, in accordance with ASC 842, the land and equipment are not derecognized, and payments received are recorded as a deposit liability until such time that collectability becomes probable.

During the nine months ended October 31, 2023, the Company executed a settlement agreement to terminate the lease-to-own arrangement. In the period preceding the settlement agreement date, the Company collected a cumulative $100,000 in connection with the lease-to-own arrangement and $75,000 for a separate sale of three licenses in Bend, Oregon (contingent upon State regulatory approval) to the same lessee, which were recorded as a deposit liability. Under the settlement agreement, the Company agreed to transfer certain licenses with a carrying value of $32,250, in exchange for $400,000, which was paid by the lessee. In addition, the Company retained the cumulative $100,000 lease-to-own arrangement payments made to date. As a result, the Company recognized a gain on termination of sales-type lease and disposal of licenses of $467,750. The remaining deposit liability of $75,000 (January 31, 2023 - $175,000) relates to the separate sale of licenses in Bend, Oregon, which remain pending State regulatory approval.

b) Oregon reporting unit

As a result of non-profitable operations in the Oregon reporting unit, the Company began to wind down operations in Oregon beginning in the year ended January 31, 2021. By January 31, 2022, the Company made the decision to cease all growing, manufacturing, and processing activities in Bend, Oregon. As the Oregon reporting unit 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.

By April 2023, the Company had terminated all operating lease agreements in Oregon and paid a settlement payment of $151,350. As a result, security deposits with a carrying amount of $43,796 were written off and the Company recognized a loss on lease termination of $13,419.

Long-term debt comprises equipment and vehicle loans and a building mortgage. The mortgage was entered into on February 1, 2015 and matures on February 1, 2035 (20 years). The mortgage bears interest at a fixed rate of 4.5% with payments made monthly. The equipment and vehicle loans had interest rates ranging from 5.59% to 19.9% and were repaid in March 2022. During the three and nine months ended October 31, 2023, other expenses included interest expense incurred on long-term debt of $4,594 and $14,009 (2022 - $4,892 and $15,343), respectively. During the nine months ended October 31, 2023, an amount of $34,163 (2022 - $34,163) was repaid in connection with the long-term debt.

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4. DISCONTINUED OPERATIONS (continued)

A summary of major classes of assets and liabilities of the discontinued Oregon operation that are classified as held for sale in the interim condensed consolidated balance sheets is as follows:

		October 31, 2023			January 31, 2023
		$			$
Carrying amounts of the major classes of assets included in discontinued operations:
Receivables		-			15,522
Prepaid expenses and deposits		9,146			84,972
Deferred tax asset		143,078			143,078
Property and equipment		1,139,517			1,139,517
Total assets classified as held for sale		1,291,741			1,383,089
Carrying amounts of the major classes of liabilities included in discontinued operations:
Lease liabilities		-			216,298
Long-term debt		403,814			423,968
Total liabilities classified as held for sale		403,814			640,266

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

		Three months ended October 31,						Nine months ended October 31,
		2023			2022			2023			2022
		$			$			$			$
Revenue		-			-			-			357,540
Cost of sales		-			(3,311	)		-			473,894
Gross loss		-			(3,311	)		-			(116,354	)
Expenses
Selling, general and administrative expenses		14,338			119,402			94,746			424,655
Impairment loss		-			-			-			61,937
Provision for expected credit losses		-			-			-			35,359
Loss on lease termination		-			-			13,419			-
Other expenses		4,594			4,892			14,009			2,042
Net loss from discontinued operations before income tax expense		(18,932	)		(120,983	)		(122,174	)		(640,347	)
Income tax recovery		-			132,137			-			265,730
Net income (loss) from discontinued operations after income tax expense		(18,932	)		11,154			(122,174	)		(374,617	)

A summary of the Company's cash flows from discontinued operations for the nine months ended October 31, 2023 and 2022 is as follows:

		2023			2022
		$			$
Net cash provided by (used in) operating activities of discontinued operations		59,644			(55,934	)
Net cash provided by investing activities of discontinued operations		-			51,357
Net cash used in financing activities of discontinued operations		(34,163	)		(46,762	)

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5. RECEIVABLES

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

		October 31, 2023			January 31, 2023
		$			$
Taxes receivable		10,734			10,834
Trade receivables		337,472			401,476
		348,206			412,310

There was no provision for expected credit losses on trade receivables as at October 31, 2023 and January 31, 2023.

6. INVENTORY

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

		October 31, 2023			January 31, 2023
		$			$
Finished goods		1,406,549			1,556,353
Work in process		1,199,851			2,494,455
Raw materials		232,654			122,765
		2,839,054			4,173,573

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

a) Property and equipment

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

		October 31, 2023			January 31, 2023
		$			$
Land		1,330,000			1,330,000
Leasehold improvements		2,024,882			1,775,896
Furniture and fixtures		361,579			468,696
Computer equipment		6,659			6,659
Machinery and equipment		2,394,286			2,450,919
		6,117,406			6,032,170
Less: accumulated depreciation		(1,715,325	)		(1,347,052	)
		4,402,081			4,685,118

Total depreciation expense for the three and nine months ended October 31, 2023 was $143,670 and $413,484 (2022 - $134,988 and $398,603), respectively. During the three and nine months ended October 31, 2023, $118,590 and $357,056 (2022 - $120,382 and $351,816), respectively, of the total depreciation expense was allocated to inventory. During the three and nine months ended October 31, 2023, the Company recorded impairment of property and equipment of $nil and $372,227 (2022 - $nil and $61,937), respectively.

b) Right-of-use assets

The Company's right-of-use assets result from its operating leases (Note 12) and consist of land and buildings used in the cultivation, processing, and warehousing of its products.

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8. INTANGIBLE ASSETS AND GOODWILL

a) Intangible assets

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

		October 31, 2023			January 31, 2023
		$			$
Licenses		12,102,521			12,167,021
Brands		644,800			644,800
Customer relationships		1,540,447			1,540,447
		14,287,768			14,352,268
Less: accumulated amortization		(7,432,973	)		(6,465,443	)
		6,854,795			7,886,825

During the three and nine months ended October 31, 2023, the Company recognized amortization expense on intangible assets of $332,722 and $999,779 (2022 - $334,334 and $1,003,002), respectively. Of the total amortization expense, $2,266 and $6,799 (2022 - $2,266 and $6,799), respectively, was allocated to inventory.

During the nine months ended October 31, 2023, the Company disposed of three licenses in Oregon with a cost of $64,500 and accumulated amortization of $32,250 (Note 4).

b) Goodwill

As at October 31, 2023 and January 31, 2023, 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 nine months ended October 31, 2023 and 2022.

9. SECURITY DEPOSIT

Non-current assets include a security deposit with the Alberta Energy Regulator ("AER") under the AER's Liability Management programs to cover potential liabilities relating to its wells. The required security deposit with the AER is determined based on a monthly licensee management rating assessment. As at October 31, 2023, the security deposit had a balance of $46,434 (January 31, 2023 - $46,871).

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

		October 31, 2023			January 31, 2023
		$			$
Accounts payable		1,506,999			1,842,089
Accrued liabilities		613,750			450,485
EFF settlement accrual (Note 20)		612,500			612,500
Interest payable		-			16,352
		2,733,249			2,921,426

---

11. PROMISSORY NOTES

Transaction costs related to the issuance of convertible promissory notes are apportioned to their respective financial liability and equity components (if applicable) in proportion to the allocation of proceeds as a reduction to the carrying amount of each component.

When valuing the financial liability component of the promissory notes, the Company used specific interest rates assuming no conversion features existed. The resulting liability component is accreted to its face value over the convertible note's term until its maturity date.

a) Convertible promissory notes

A summary of the Company's convertible promissory notes denominated in USD is as follows:

		June 13, 2018 issuance
		$
Balance, January 31, 2022		1,281,442
Payment		(41,600	)
Interest expense		1,600
Effect of foreign exchange		(85,183	)
Balance, October 31, 2023 and January 31, 2023		1,156,259

On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC ("EFF") to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes were convertible at $1.00 per share. The convertible promissory notes accrue interest at a rate of 4% per annum, compounded annually, and were fully due and payable on June 13, 2021. The Company is in an ongoing dispute with the vendors over repayment (Note 20). On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes were exercisable in USD while the functional currency of the Company is Canadian dollars. The conversion feature expired on June 13, 2021 and as such the fair value of the conversion feature as at October 31, 2023 was $nil (January 31, 2023 - $nil).

b) Promissory note payable

A summary of the Company's promissory note payable denominated in USD is as follows:

		$
Balance, January 31, 2022		8,106,667
Repayments		(6,080,000	)
Balance, January 31, 2023		2,026,667
Repayments		(2,026,667	)
Balance, October 31, 2023		-

On January 1, 2019, the Company issued a promissory note to Mr. Newman, who sold Silver State to the Company in the principal amount of $30,000,000. The promissory note is payable in the following principal instalments: $3,000,000 on April 1, 2019, $6,000,000 on each of July 1, 2019, October 1, 2019, January 1, 2020, and April 1, 2020, and $3,000,000 on July 1, 2020. The promissory note accrues interest at a rate of 10% per annum. The promissory note is secured by all of the outstanding membership interests, and a security interest in all of the assets, of Silver State.

On July 1, 2019, the terms of the promissory note payable for the acquisition of Silver State were amended to call for immediate payment of $2,000,000 plus accrued interest on July 1, 2019 followed by payments of $800,000 plus accrued interest on the first of each of August, September, October, November, and December 2019.

Effective November 21, 2019 and June 25, 2020, Mr. Newman and the Company agreed to further amend the terms of the promissory note due to Mr. Newman. The December 1, 2019 principal payment of $800,000 was cancelled and the monthly principal payments thereafter were reduced to $600,000 per month. Further, the annual interest rate on the note was reduced from 10% to 9.5%. The remaining balance on the promissory note is due and payable on January 1, 2021. This modification did not result in any profit or loss.

---

11. PROMISSORY NOTES (continued)

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

For the three and nine months ended October 31, 2023, interest expense was $nil and $35,210 (2022 - $97,058 and $394,561), respectively. Interest paid during the three and nine months ended October 31, 2023 was $nil and $51,562 (2022 - $109,322 and $431,354), respectively.

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.

A summary of the Company's active leases under contract as at October 31, 2023 is as follows:

Entity Name/Lessee	Asset	Original lease term	Type
Silver State Cultivation LLC	Land/ Building	12	Operating lease
Silver State Relief LLC (Sparks)	Land/ Building	12	Operating lease
Silver State Relief LLC (Fernley)	Land/ Building	12	Operating lease

For the three and nine months ended October 31, 2023, the Company incurred operating lease costs in continuing operations of $350,936 and $1,052,808 (2022 - $350,936 and $1,052,808), respectively. Of this amount, $203,092 and $609,276 (2022 - $203,092 and $609,276), respectively, was allocated to inventory.

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

		October 31, 2023			January 31, 2023
Weighted average discount rate		10%			10%
Weighted average remaining lease term (years)		9.09			9.63

A summary of the maturity of contractual undiscounted liabilities associated with the Company's operating leases as at October 31, 2023 is as follows:

Year ending January 31,		$
2024		321,453
2025		1,314,551
2026		1,353,987
2027		1,394,607
2028		1,436,445
Thereafter		7,712,494
Total undiscounted lease liabilities		13,533,537
Interest on lease liabilities		(4,873,044	)
Total present value of minimum lease payments		8,660,493
Current portion of lease liability		459,262
Lease liabilities		8,201,231

As at October 31, 2023, the Company has total undiscounted lease liabilities of $13,533,537 (January 31, 2023 - $14,488,346) pertaining to lease liabilities in continuing operations and total undiscounted lease liabilities of $nil (January 31, 2023 - $228,192) which are classified as held for sale.

---

13. DERIVATIVE LIABILITY

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

		Earn out shares
		$
Balance, January 31, 2022		1,006,368
Fair value adjustment on derivative liability		(742,483	)
Effect of foreign exchange		(24,185	)
Balance, January 31, 2023		239,700
Fair value adjustment on derivative liability		392,155
Settlement of earn out shares		(575,136	)
Effect of foreign exchange		(9,859	)
Balance, October 31, 2023		46,860

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, the 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 October 31, 2023, the total number of remaining earn out shares is 1,207,200 (January 31, 2023 - 6,000,000).

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 stock
		#			$
Balance, January 31, 2022		120,047,814			105,236,351
Share-based compensation		-			209,441
Balance, January 31, 2023		120,047,814			105,445,792
Share-based compensation		-			16,601
Balance, October 31, 2023		120,047,814			105,462,393

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 October 31, 2023, shares issued pursuant to this commitment total 1,184,407 shares (January 31, 2023 - 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, 2022		3,240,000			1.18			2.10
Balance, January 31, 2023		3,240,000			1.18			1.10
Balance, October 31, 2023		3,240,000			1.18			0.35

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14. SHARE CAPITAL (continued)

A summary of the Company's outstanding and exercisable warrants as at October 31, 2023, is as follows:

Expiry date		Exercise price			Number of warrants outstanding
		C$			#
December 31, 2023		1.00			632,400
January 30, 2024		1.00			1,407,600
May 24, 2024		1.50			1,200,000
					3,240,000

As at October 31, 2023 and January 31, 2023, 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, 2022		5,615,000			0.84			1.45
Granted		600,000			0.70			3.00
Expired/forfeited		(1,405,000	)		1.25			0.56
Balance, January 31, 2023		4,810,000			0.75			0.86
Expired/forfeited		(3,560,000	)		0.70			-
Balance, October 31, 2023		1,250,000			0.75			0.27

A summary of the Company's stock options outstanding and exercisable as at October 31, 2023, is as follows:

Expiry date		Exercise price			Number of options outstanding			Number of options exercisable
		C$			#			#
January 28, 2024		1.50			150,000			150,000
October 9, 2024		1.00			500,000			500,000
February 10, 2025		0.70			600,000			399,999
					1,250,000			1,049,999

As at October 31, 2023 and January 31, 2023, outstanding and exercisable stock options had intrinsic values of $nil and $nil, respectively.

During the three and nine months ended October 31, 2023, the Company recorded a share-based compensation of $5,499 and $16,601 (2022 - $31,788 and $188,638), respectively.

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14. SHARE CAPITAL (continued)

During the nine months ended October 31, 2023, there were no stock options granted. During the nine months ended October 31, 2022, the Company used the following assumptions in the Black-Scholes option pricing model:

		2022
Stock price		C$0.61
Exercise price		C$0.70
Risk-free rate		1.60%
Expected life of options		3 years
Annualized volatility		80%
Dividend rate		0%

The Company has computed the fair value of options granted using the Black-Scholes option pricing model. The expected term used for options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the "simplified" method to develop an estimate of the expected term of "plain vanilla" employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

15. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

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

		Three months ended October 31,						Nine months ended October 31,
		2023			2022			2023			2022
		$			$			$			$
Accounting and legal		278,929			347,618			735,141			581,275
Depreciation and amortization		355,536			341,782			1,049,408			1,024,354
License fees, taxes, and insurance		398,688			377,057			1,236,314			1,231,435
Office facilities and administrative		105,971			84,202			282,646			279,223
Operating lease costs		147,844			147,844			443,532			443,532
Other expenses		206,056			236,395			781,170			558,830
Professional fees and consulting		186,842			240,138			410,949			645,687
Salaries and wages		810,821			676,467			2,256,369			2,080,531
Sales, marketing, and promotion		17,465			26,366			51,870			65,464
Share-based compensation		5,499			31,788			16,601			188,638
Shareholder communications		6,354			4,352			12,971			14,144
Travel and entertainment		12,962			14,770			40,968			43,756
		2,532,967			2,528,779			7,317,939			7,156,869

16. SEGMENTED INFORMATION

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

Key decision makers primarily review revenue, cost of sales expense, and gross margin as the primary indicators of segment performance. 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.

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16. SEGMENTED INFORMATION (continued)

A summary of the Company's segmented operational activity and balances from continuing operations for the nine months ended October 31, 2023 is as follows:

		Nevada			Corporate			Total
		$			$			$
Total revenue		21,736,388			-			21,736,388
Gross profit		8,303,423			-			8,303,423
Operating income (expenses):
General and administration		(3,621,592	)		(2,134,936	)		(5,756,528	)
Sales, marketing, and promotion		(51,870	)		-			(51,870	)
Operating lease cost		(443,532	)		-			(443,532	)
Depreciation and amortization		(979,631	)		(69,777	)		(1,049,408	)
Share-based compensation		-			(16,601	)		(16,601	)
Impairment loss		(372,227	)		-			(372,227	)
Gain on termination of sales-type lease and disposal of licenses		-			467,750			467,750
Interest expense and others		(36,330	)		(427,584	)		(463,914	)
Net income (loss) from continuing operations before income tax expense		2,798,241			(2,181,148	)		617,093

Segmented information pertaining to discontinued operations is contained within Note 4.

A summary of the Company's segmented operational activity and balances from continuing operations for the nine months ended October 31, 2022 is as follows:

		Nevada			Corporate			Total
		$			$			$
Total revenue		21,855,358			-			21,855,358
Gross profit		11,751,307			-			11,751,307
Operating income (expenses):
General and administration		(3,199,334	)		(2,235,547	)		(5,434,881	)
Sales, marketing, and promotion		(65,464	)		-			(65,464	)
Operating lease cost		(443,532	)		-			(443,532	)
Provision for expected credit losses
Depreciation and amortization		(953,152	)		(71,202	)		(1,024,354	)
Share-based compensation		-			(188,638	)		(188,638	)
Impairment loss		-			(20,726	)		(20,726	)
Interest expense and others		(12,103	)		362,982			350,879
Net income (loss) from continuing operations before income tax expense		7,077,722			(2,153,131	)		4,924,591

Segmented information pertaining to discontinued operations is contained within Note 4.

Entity-wide disclosures

All revenue for the three and nine months ended October 31, 2023 and 2022 was earned in the United States.

For the three and nine months ended October 31, 2023 and 2022, no customer represented more than 10% of the Company's net revenue. As at October 31, 2023 and January 31, 2023, no customer represented more than 10% of the Company's receivables.

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16. SEGMENTED INFORMATION (continued)

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

		October 31, 2023			January 31, 2023
		$			$
Nevada		11,066,684			11,321,662
Discontinued operations (Oregon)		1,330,000			1,748,286
Other		-			703
		12,396,684			13,070,651

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 and Oregon. A summary of the Company's future minimum payments as at October 31, 2023 is as follows:

Year ending January 31,		Third parties			Related parties			Total
		$			$			$
2024		88,536			244,304			332,840
2025		361,043			999,058			1,360,101
2026		370,508			1,029,030			1,399,538
2027		380,256			1,059,901			1,440,157
2028		390,298			1,091,698			1,481,996
Thereafter		2,173,650			5,861,496			8,035,146
		3,764,291			10,285,487			14,049,778

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:

		October 31, 2023			January 31, 2023
		$			$
Due to the President and CEO		-			2,043,019
Lease liabilities due to a company controlled by the CEO		5,023,085			8,953,425
Due to the CFO		575			692
		5,023,660			10,997,136

As at January 31, 2023, Due to the President and CEO included the promissory note that was repaid during the nine months ended October 31, 2023. As at October 31, 2023 and January 31, 2023, Due to the CFO consists of reimbursable expenses incurred in the normal course of business.

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18. RELATED PARTY TRANSACTIONS (continued)

A summary of the Company's transactions with related parties including key management personnel is as follows:

		Three months ended October 31,						Nine months ended October 31,
		2023			2022			2023			2022
		$			$			$			$
Consulting fees paid to a director		-			75,000			20,000			95,000
Amounts paid to CEO or companies controlled by CEO for leases		203,693			309,000			814,771			927,000
Amounts paid to CEO or companies controlled by CEO for repayments of promissory note		-			1,629,322			2,078,229			4,991,354
Amounts paid to CEO or companies controlled by CEO for remuneration		53,845			53,846			153,846			153,846
Salary paid to directors and officers		117,520			104,268			319,676			304,599
Share-based compensation		5,499			21,108			16,601			132,990
		380,557			2,192,544			3,403,123			6,604,789

On June 5, 2023, the 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, the 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 for the nine months ended October 31, 2023 and 2022 is as follows:

		2023			2022
Net income (loss) from continuing operations after income taxes		(1,141,107)			2,786,987
Net loss from discontinued operations after income taxes		(122,174)			(374,617)
Net income (loss)		(1,263,281	)		2,412,370
Weighted average number of common shares outstanding		120,047,814			120,047,814
Dilutive effect of warrants and stock options outstanding		2,833,093			2,833,093
Diluted weighted average number of common shares outstanding		122,880,907			122,880,907
Basic income (loss) per share, continuing operations		(0.01	)		0.02
Diluted income (loss) per share, continuing operations		(0.01	)		0.02
Basic loss per share, discontinued operations		(0.00	)		(0.00	)
Diluted loss per share, discontinued operations		(0.00	)		(0.00	)
Basic income (loss) per share		(0.01	)		0.02
Diluted income (loss) per share		(0.01	)		0.02

The computation of diluted earnings per share excludes the effect of the potential exercise of warrants and stock options when the average market price of the common stock is lower than the exercise price of the respective warrant or stock option and when inclusion of these amounts would be anti-dilutive. For the nine months ended October 31, 2023 and 2022, the number of warrants excluded from the computation was 1,200,000 and 1,200,000, respectively. For the nine months ended October 31, 2023 and 2022, the number of stock options excluded from the computation was 1,049,999 and 4,003,331 respectively. In addition, for the nine months ended October 31, 2023 and 2022, 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.

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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.

a) 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, 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.

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. The petition for review is pending. The Company cannot predict if the Oregon Supreme Court will grant certiorari to hear the appeal, and if so, the likely resolution of the appeal.

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 $2,774,176.05 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, and the trial date is scheduled for February 2024. It is too early to predict the resolution of the claims and counterclaims.

Settled and Dismissed Action: On or about May 30, 2019, Wallace Hill Partners Ltd. ("Wallace Hill") filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 Common Shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit. On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement. On June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments.

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20. CONTINGENCIES (continued)

On March 23, 2022, the Company and Wallace Hill entered into a mutual release agreement, pursuant to which, among other things, all parties agreed to dismiss their respective claims and to release one another from any further causes of action in connection with the subject matter of the original claims. On April 23, 2022, the parties filed a Notice of Discontinuance in the Supreme Court of British Columbia formally dismissing the civil action.

21. INCOME TAXES

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

		Three months ended October 31,						Nine months ended October 31,
		2023			2022			2023			2022
		$			$			$			$
Net income from continuing operations before income taxes		205,882			1,391,542			617,093			4,924,591
Income tax expense		563,100			1,154,189			1,758,200			2,137,604
Effective tax rate		274%			83%			285%			43%

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 and their classifications is as follows:

Fair value measurements at October 31, 2023 using:		Level 1			Level 2			Level 3			Total
		$			$			$			$
Financial liabilities:
Earn out shares (Note 13)		-			-			46,860			46,860

Fair value measurements at January 31, 2023 using:		Level 1			Level 2			Level 3			Total
		$			$			$			$
Financial liabilities:
Earn out shares (Note 13)		-			-			239,700			239,700

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.

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Management's Discussion and Analysis For the three and nine months ended October 31, 2023 (Expressed in U.S. Dollars)

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GENERAL

C21 Investments Inc. (the "Company", "C21", "we", "us" and "our") was incorporated in the Province of British Columbia under the Company Act (British Columbia) on January 15, 1987 as Empire Creek Mines Inc. On May 11, 1987, the Company changed its name to Curlew Lake Resources Inc. Effective November 24, 2017, the Company changed its name to C21 Investments Inc. On June 15, 2018, the Company's common shares (the "Common Shares") were delisted from the TSX Venture Exchange and on June 18, 2018, the Common Shares commenced trading on the Canadian Securities Exchange ("CSE") under the symbol CXXI. The Company registered its Common Shares in the United States ("U.S.") and on May 6, 2019, its Common Shares were cleared by the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On August 23, 2019 the Company announced it had been approved for trading on the OTCQB Venture Market, and on September 28, 2020 the Company upgraded to trading on the OTCQX Best Market. 

The Company's unaudited interim condensed consolidated financial statements for the three and nine months ended October 31, 2023, were authorized for issuance on December 14, 2023 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 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.

- On June 1, 2023, the Company paid the final instalment on the $30 million secured promissory note owing to the Company's President and Chief Executive Officer (the "Newman Note").  The Company had been repaying this note at $0.5 million per month ($6.1 million per year).   

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- With the repayment of the Newman Note, the debt secured against the Company's assets held in Nevada has been fully discharged and the security and pledge agreements in connection with the debt were terminated.

- The repayment of the Newman Note enables the Company to pursue its strategic growth plans.

- On March 9, 2023, the Company executed a settlement agreement to terminate the lease-to-own arrangement for certain licenses, land and equipment in Southern Oregon.  The third-party lessee failed to make the minimum payments under the arrangement and the Company exercised its right to terminate the relationship. As part of the settlement agreement, the third-party lessee paid $500,000 as consideration for two Oregon Liquor and Cannabis Commission ("OLCC") recreational cannabis production licenses.  The Company retains the land, building and equipment, which are being listed for sale. 

- On February 13, 2023, the Company announced it had negotiated the cancellation of most of the earn out share obligations pursuant to the Swell Purchase agreement. The Company entered into agreements with certain Swell vendors to extinguish the Company's obligation to issue 4,792,800 common shares in exchange for a one-time payment of $575,136, leaving only 1,207,200 Swell earn out shares remaining. 

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 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 60% of sales in the dispensaries.  With the increased production available, wholesale sales amounted to $2.2 million during the year ended January 31, 2023 ($0.6 million in prior year). 

Retail

The Company operates two dispensaries, an 8,000-square foot retail dispensary, located in Sparks, Nevada, and a 6,000-square foot dispensary located in Fernley, Nevada collectively servicing a total of more than 125,000 recreational and medical cannabis customers per quarter, with over 700 SKUs in each store.  The Nevada industry has seen sales slow from the peak in March/April 2021.  This is consistent with sales trends across other states.  Silver State had total retail sales of $26.8 million during the year ended January 31, 2023 as compared to $32.4 million in the prior year.

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INTERIM MD&A - QUARTERLY HIGHLIGHTS

Operations

With the completion of the expansion of our grow operation in early 2022, our cultivation operations began producing more Flower than our stores sell.  Since the peak in the cannabis markets during the COVID-19 pandemic, we have seen weakening demand and increased supply in the cannabis markets, especially in wholesale markets, followed by falling prices. This caused our inventories (see table above) to spike in calendar year 2022 to a peak of $5.5 million at Oct 31, 2022.  We started a strategic shutdown of cultivation rooms on a rotating basis late in the quarter ending Oct 31, 2022, and performed maintenance on rooms as needed.  Due to various inefficiencies caused by the shutdown we also experienced lower flower yields.  In the quarter ending Jan 31, 2023, one large cultivator ceased operations which has spurred a recovery in both price and volume in our wholesale business.  Inventory levels have returned to normal levels and harvest operations and yields returned to normal in April 2023.  The current quarter ending October 2023 continues the return to stability for our harvest operations and inventory levels.

Income taxes are very high in the cannabis industry due to the restrictions of Section 280E of the tax code and the fair value gain or loss on derivative liability is a large non-cash item on the income statement.  Therefore, the measure of income from continuing operations before these two items, in the quarterly table above, is a useful measure.

Adjusted EBITDA has fallen over the past eight quarters together with the fall in revenues discussed above and the fall in gross profit which is discussed below.  See Non-GAAP measures below. 

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Summary derived from the Company's consolidated financial statements:

"Revenue" includes retail revenues from our two stores and wholesale revenue from our cultivation operations.  Third Quarter 2024 ("Q3") total revenues were down at $6.9 million versus the prior year Q3 of $7.2m and decreased by 4% sequentially from Q2 ending July 31, 2023. Retail revenues in Q3 were $6.4 million versus prior year Q3- $6.7 million, and increased sequentially versus July 31, 2023 by $50,000.  Wholesale revenues in Q3 decreased to $0.45 million versus Q3 prior year of $0.47 million, and decreased sequentially from Q2 ending July 31, 2023 of $0.78 million. 

"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.  With the expansion of our cultivation facility our cost of production has come down due to economies of scale.  We use an average costing model which captures and averages costs over several quarters. 

"Gross profit" Sequentially in the past two quarters gross profit % has increased to 40.0% (Q3 ending October 31, 2023) from 39.5% (Q2 ending July 31, 2023) and decreased over the past 12 months (and versus prior year Q3 ending October 31, 2022 of 54.2%).  This is due to several factors, including the strategic shutdown of the cultivation operations as discussed on the previous page, retail price discounting that started in December 2023, and our decision to begin awarding loyalty points to our recreational customers, all eroding margins. Our strategic shutdown of the cultivation operations ended in March 2023 and harvest production and yields returned to normal in April 2023.

"Income from operations" for Q3 is at $0.2 million, flat sequentially versus Q2 of $0.2 million, and down from prior year Q3 of $1.4 million. This result is mainly due to a fall in Gross Profit as discussed above in "Gross Profit" and also discussed above in Operations. 

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Expenses

"General and administration" includes all overhead costs that have not otherwise been allocated to cost of sales.  These include salaries and wages, professional fees including legal and accounting, insurance and some local taxes.  Q3 costs of $2.0 million was flat versus the prior year Q3.     

"Operating lease cost" is the cost of leases not included in cost of sales and was $147,844 for Q3 versus $147,844 in prior year Q3. 

"Depreciation and amortization" include provisions for fixed assets and intangibles not included in cost of sales.  The total depreciation and amortization in Q3 was $0.36 million versus $0.34 million in prior year Q3.     

"Share based compensation" is a non-cash item and reflects the issuance of stock options to employees, officers, and directors. 

Other Items

"Interest expense" in Q1 was $nil versus $98,657 in the prior year Q3 due to repayment of interest-bearing debt.

"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 Q3 of $0.6 million is down versus prior year Q3 due to deferred tax adjustments in prior year.     

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

"Net income (loss) from discontinued operations" the Company has classified all of its Oregon operations to 'discontinued operations'.  The revenues and expenses pertaining to the Oregon operations are shown in this line item.  We have had no active business in Oregon since early 2022.  The effect of this treatment is to lower our revenues (Q3 -$nil, prior year Q3-$nil) and increase our gross profit (Q3-$nil, prior year Q3-$3,311) and increase our income from operations and net income (Q3-$nil, prior year Q3- $117,672).  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 listed for sale.

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.

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"Free Cash Flow" is defined as Cash Provided by Operating Activities from Continuing Operations in a period 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.

The following table summarizes free cash flow of the Company over the past five quarters:

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RELATED PARTY TRANSACTIONS

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

		October 31, 2023			January 31, 2023
		$			$
Due to the President and CEO		0			2,043,019
Lease liabilities due to a company controlled by the CEO		5,023,085			8,953,425
Due to the CFO of the Company		575			692
		5,023,660			10,997,136

"Due to the President and CEO" consists of the Newman Note principal and interest and reimbursable expenses incurred in the normal course of business.  The Newman Note, issued to the President and CEO when the Company purchased Silver State in 2019, the Newman Note was fully repaid on June 1, 2023.  The drop in related party lease liabilities above is due to the sale by the CEO of both dispensary buildings to a third party. 

A summary of the Company's transactions with related parties including key management personnel for the nine months ended October 31, 2023, and 2022 is as follows:

		2023			2022
		$			$
Consulting fees paid to a director		20,000			95,000
Amounts paid to CEO or companies controlled by CEO for leases		814,771			927,000
Amounts paid to CEO or companies controlled by CEO for repayments of promissory note		2,078,229			4,991,354
Amounts paid to CEO or companies controlled by CEO for remuneration		153,846			153,846
Salary paid to directors and officers		319,676			304,599
Share based compensation including warrants and stock options for directors and officers		16,601			132,990
		3,022,565			4,412,244

Amounts paid to CEO or companies controlled by CEO consists of salary, lease payments, and Newman Note principal and interest.  The CEO owns all three buildings (one building sold to a third party in this Q2) which Silver State operates from and a lease on each building was assumed by the Company upon the purchase of Silver State.  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:

(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.

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COVID-19 GLOBAL PANDEMIC

On March 11, 2020, the World Health Organization ("WHO") declared the novel coronavirus contagious disease outbreak and related adverse public health developments ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide. While the WHO has declared an end to the COVID-19 pandemic on or about May 5, 2023, the lasting impacts of the pandemic and its impact on the economic environment is uncertain.  The public health crisis caused by COVID-19 and the actions taken and continuing to be taken by governments, businesses and the public have adversely affected, and may continue to adversely affect, our business, financial condition, and results of operations.

While the United States and other jurisdictions have relaxed restrictions implemented in response to the COVID-19 pandemic, the potential for new and more-transmissible variants, the situation remains dynamic and subject to rapid and possibly material changes.

The Company takes all reasonable steps to ensure staff are appropriately informed and trained to promote a culture of health, safety, and continuous improvement.  Wherever possible, the Company will continue to adopt generally accepted health and safety best practices from non-cannabis-related industries and follows all health and safety guidelines issued by the United States Centers for Disease Control and all orders from relevant provincial, state and local jurisdictions and authorities.

ADDITIONAL INFORMATION

LEGAL PROCEEDINGS

For a summary of the current legal proceedings, please refer to the Company's MD&A for the years ended January 31, 2023, and 2022 for detailed disclosure in this regard. 

OFF-BALANCE SHEET ARRANGEMENTS

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

SHARE CAPITAL

The Company is authorized to issue an unlimited number of Common Shares.

As of October 31, 2023, there were:

- 120,047,814 Common Shares issued and outstanding;

- 1,250,000 options outstanding to purchase Common Shares, of which 1,049,999 options had vested; 

- 3,240,000 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 December 14, 2023 (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	1,250,000
Warrants	3,240,000
Acquisition shares	793,093
	125,330,907

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.

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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.

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 July 31, 2023 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 October 31, 2023, the Company had cash of $1,905,089, a working capital deficit of $6,409,856. 

The Company has generated significant positive cash flow for the nine months ended October 31, 2023, and the fiscal year ended January 31, 2023.  The Statement of Cash Flows for the nine months ended October 31, 2023, shows cash provided by continuing operations of $2.7 million ($6.0 million - year ended January 31, 2023)

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 October 31, 2023, was income taxes payable of $8.5 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.  The repayment of the promissory note gives the Company flexibility to pursue its strategic growth plans. 

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.

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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.

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

As reported and alleged by Bloomberg, but unverified by the Biden Administration itself, nor corroborated through a United States Freedom of Information Act ("FOIA") request, in a letter dated August 29, 2023, the United States Department of Health and Human Services ("HHS"), through Assistant Secretary for Health, Rachel Levine, recommended the United States Drug Enforcement Administration ("DEA"), the agency with the final authority on changing the categorization of a substance under the CSA, recategorize marijuana under the CSA.  Specifically, HHS advised that the results of a United States Food and Drug Administration ("FDA") review of marijuana's classification indicated that it should be reclassified from a Schedule I drug to a Schedule III drug under the CSA.  Such a change is far from a forgone conclusion, but it would allow marijuana licensees to avoid the restrictions of Section 280E of the Code.  There has been some concern that a Schedule III reclassification could negatively impact state markets, with FDA potentially assuming a more hands-on role in marijuana regulation, however, FDA has unofficially taken the position that such a reclassification is unlikely to cause FDA to approach marijuana any differently than it does presently, as a Schedule I drug.

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For a complete summary of the Federal regulatory environment, please refer to the Company's MDA for the years ended January 31, 2023, and 2022, for detailed disclosure in this regard. 

NEVADA REGULATORY UPDATE

For a summary of the Nevada regulatory environment, please refer to the Company's MDA for the years ended January 31, 2023, and 2022, for detailed disclosure in this regard. 

RISK FACTORS

For a comprehensive list of the risk factors relating to the business and securities of the Company, please refer to the Company's MDA for the years ended January 31, 2023, and 2022 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 the lasting impact of the COVID-19 pandemic with potential reductions of operating (including marketing) and capital expenses and revenues, future business strategy, competitive strengths, goals, expansion and growth of the Company's business, operations and plans, including 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.

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Readers are cautioned that forward-looking information and statements are based on reasonable assumptions, estimates, analysis and opinions of management of the Company at the time they were provided or made in light of their experience and their perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements.

Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including among other things assumptions about: the contemplated acquisitions and dispositions being completed on the current terms and current contemplated timeline; development costs remaining consistent with budgets; ability to manage anticipated and unanticipated costs; favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labor stability; favorable production levels and costs related to the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third party service providers and other inputs for the Company's operations; the Company's ability to conduct operations in a safe, efficient and effective manner; the ability of the Company to restructure and service its secured debt; the availability of securitized debt financing on terms acceptable to the Company, or at all;  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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This is an unofficial consolidation of Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate reflecting amendments made effective January 1, 2011 in connection with Canada's changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of C21 Investments Inc. (the "issuer") for the interim period ended October 31, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: December 14, 2023

SIGNED: "Sonny Newman"         

Sonny Newman, Chief Executive Officer

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

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of C21 Investments Inc. (the "issuer") for the interim period ended October 31, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: December 14, 2023

SIGNED: "Michael Kidd"         

Michael Kidd, Chief Financial Officer

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