C21 Announces Agreement for the Acquisition of Cannabis Dispensary in Reno, Nevada and Private Placement of Convertible Debenture Units

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A 6,500 square-foot purpose-built additional retail channel for the Company's expanded cultivation

VANCOUVER, BC, March 15, 2024 /CNW/ - C21 Investments Inc. (CSE: CXXI) (OTCQX: CXXIF) ("C21" or the "Company") is pleased to announce that the Company's wholly-owned Nevada subsidiary, Silver State Relief, LLC ("Silver State"), has entered into an asset purchase agreement (the "Agreement") with Deep Roots Harvest, Inc. ("Deep Roots") to acquire all or substantially all of Deep Roots' assets related to the operation of its 6,500 square-foot, purpose-built, operational retail cannabis dispensary located in Southern Reno, Nevada (the "Dispensary Acquisition"). The Company also announces a non-brokered private placement of principal amount C$1,000 secured convertible debenture units of the Company ("Convertible Debenture Units") for aggregate gross proceeds of up to C$4,000,000 (the "Private Placement").

C21 Investments Logo (CNW Group/C21 Investments Inc.)

Chief Executive Officer and President of the Company, Sonny Newman commented: "We are thrilled to announce the agreement with Deep Roots to acquire this dispensary which, upon completion of the acquisition, will allow us to expand our retail footprint in Nevada, a pivotal step in the Company's growth strategy. We plan to integrate and rebrand this dispensary, purpose-built in 2021, under the Silver State Relief banner. With the dispensary's desirable location in a high traffic, flourishing area of Southern Reno, we anticipate strong revenue growth from this acquisition, along with the added benefit of allowing us to expand the portion of our cultivation capacity sold through our retail channel."

Dispensary Acquisition

Pursuant to the terms of the Agreement, the closing of the Dispensary Acquisition ("Closing") shall involve the transfer of, among other things, certain machinery, tools, supplies, lease interests, contracts and other assets to the Company, as well as the transfer to the Company of certain retail store licenses (the "Regulatory Assets") held by Deep Roots, which shall take place at such time as certain conditions precedent to Closing set forth in the Agreement are met, including: (i) the receipt by the parties of the grant and approval by the Nevada Cannabis Compliance Board (the "CCB") of a transfer of interest the (the "TOI") permitting the transfer of the Regulatory Assets to the Company; (ii) the approval by the City of Reno, Nevada of the TOI; and (iii) the consent of the landlord to the assignment of the lease related to the Deep Roots dispensary to the Company.