C21 Investments Inc. Form 6-K Current Event Report Filed 2021-07

SECURITIES AND EXCHANGE COMMISSION

FORM 6-K Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments

Filing Date: 2021-07-07 | Period of Report: 2021-04-30 SEC Accession No. 0001062993-21-006376

(HTML Version on secdatabase.com)

FILER C21 Investments Inc. Mailing Address Business Address SUITE 820, 1075 WEST SUITE 820, 1075 WEST CIK:831609| IRS No.: 000000000 | State of Incorp.:A1 | Fiscal Year End: 0131 GEORGIA STREET GEORGIA STREET Type: 6-K | Act: 34 | File No.: 000-55982 | Film No.: 211077075 VANCOUVER A1 V6E 3N9 VANCOUVER A1 V6E 3N9 SIC: 2833 Medicinal chemicals & botanical products 604-336-8613

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021. 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 [ ] Form 40-F [X] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. C21 INVESTMENTS INC.

Date: July 7, 2021 /s/ Michael Kidd Michael Kidd Chief Financial Officer -2- INDEX TO EXHIBITS Exhibit Description

99.1 Interim Condensed Consolidated Financial Statements for the period ended April 30, 2021 99.2 Management's Discussion and Analysis for the period ended April 30, 2021 99.3 Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CEO 99.4 Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CFO

Interim Condensed Consolidated Financial Statements For the three months ended April 30, 2021 and 2020

(Expressed in U.S. Dollars) - Unaudited

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NOTICE OF NO AUDITOR REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 1

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME 2 (LOSS)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 3

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 4

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 5-23

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Notice of Disclosure of Non-auditor Review of the Interim Condensed Consolidated Financial Statements for the three months ended April 30, 2021 and 2020. Pursuant to National Instrument 51-102, 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 financial statements have not been reviewed by an auditor. The accompanying unaudited interim condensed consolidated financial statements of C21 Investments Inc. (the "Company" or "C21") for the interim period ended April 30, 2021, have been prepared in accordance with the International Accounting Standard 34 - Interim Financial Reporting as issued by the International Accounting Standards Board and are the responsibility of the Company's management. The Company's independent auditors, Baker Tilly US, LLP, have not performed a review of these interim condensed consolidated financial statements. June 29, 2021

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at April 30, 2021 and January 31, 2021 (Expressed in U.S. dollars) - Unaudited April 30, January 31, 2021 2021 Notes - $ - - $ - ASSETS Current assets Cash 6,124,017 6,237,182 Biological assets 4 1,373,704 1,340,782 Inventory 5 5,598,767 5,417,726 Prepaid expenses and deposits 784,384 931,942 Receivables 3 167,379 209,872 Assets classified as held for sale 6,7,10 - 1,442,617 Total current assets 14,048,251 15,580,121 Property and equipment 6 5,132,136 3,916,777 Right-of-use assets 10 9,531,742 9,765,588 Intangible assets 7 10,615,390 10,957,961 Goodwill 8 28,541,323 28,541,323 Restricted cash 49,663 47,739 TOTAL ASSETS 67,918,505 68,809,509 LIABILITIES Current liabilities Accounts payable and accrued liabilities 9,22 2,105,083 2,680,996 Promissory note payable - current portion 12 6,080,000 6,080,000 Convertible promissory note - current portion 12 2,494,906 2,437,465 Income taxes payable 19 3,196,303 3,378,299 Short-term debt 11 56,344 81,044 Lease liabilities - current portion 10 457,971 437,857 Liabilities classified as held for sale 10 - 629,180 Total current liabilities 14,390,607 15,724,841 Lease liabilities 10 9,566,413 9,691,215 Promissory note payable 12 6,586,667 8,106,667 Long-term debt 11 453,621 462,286 Derivative liability 14 6,714,269 9,430,991 Reclamation obligation 13 57,224 55,008 TOTAL LIABILITIES 37,768,801 43,471,008 SHAREHOLDERS' EQUITY Share capital 15 92,792,761 92,237,648 Commitment to issue shares 15 628,141 649,928 Other reserves 15 10,444,337 10,520,045 Foreign currency translation reserve (1,470,359) (1,452,719) Deficit (72,245,176) (76,616,401) TOTAL SHAREHOLDERS' EQUITY 30,149,704 25,338,501 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 67,918,505 68,809,509 Nature of operations (Note 1) Commitments (Note 20) Subsequent events (Note 23) On behalf of the Board:

"Bruce Macdonald" Director "Michael Kidd" Director

See accompanying notes to the interim condensed consolidated financial statements p. 1

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars, except share numbers) - Unaudited 2021 2020 Notes -$- -$-

Revenue 9,150,268 8,145,824 Cost of sales 5 4,700,838 5,237,254 Gross margin before the undernoted 4,449,430 2,908,570

Realized fair value amounts included in inventory sold (1,624,832) (1,350,773) Unrealized fair value adjustment on biological assets 5 2,008,828 1,679,719 Gross Profit 4,833,426 3,237,516

Expenses General and administration 16,22 1,707,584 1,766,529 Sales, marketing, and promotion 42,552 74,863 Depreciation and amortization 6,7,10 482,610 488,952 Share based compensation 15 141,716 35,750 Impairment of inventory - 276,820 Total expenses 2,374,462 2,642,914

Income from operations 2,458,964 594,602

Interest expense 9,10 (429,268) (777,220) Accretion expense 12 (21,207) (94,719) Other Income 70,999 17,839 Acquisition reorganization costs 9 - (1,204,740) Interest and other income - 163 Change in fair value of derivative liabilities 14 2,716,722 264,802 Gain on sale of assets and liabilities classified as held for sale 6,7,10 375,912 - Income (loss) before income taxes 5,172,122 (1,199,273) Current income tax expense (800,897) (589,990) NET INCOME (LOSS) 4,371,225 (1,789,263) Items that may be reclassified subsequently to profit or loss Cumulative translation adjustment (17,640) 129,472

COMPREHENSIVE INCOME (LOSS) 4,353,585 (1,659,791) Basic and diluted income (loss) per share 0.04 (0.02) Weighted average number of common shares outstanding - basic and diluted 117,499,016 95,643,225

See accompanying notes to the interim condensed consolidated financial statements p. 2

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars, except share numbers) - Unaudited Share capital Other reserves Foreign Commitment currency Number of Share-based to issue translation shares Amount compensation shares adjustment Deficit Total Balance at January 31, 2020 89,388,639 $76,028,268 $ 8,008,176 $ 1,100,881 $ (1,047,387)$(70,510,384)$13,579,554 Shares issued on purchase of Phantom Farms 7,132,041 2,582,903 - - - - 2,582,903 Shares issued on convertible promissory note 95,849 38,415 - - - - 38,415 Share based compensation - - 35,750 - - - 35,750 Net loss and comprehensive loss for the period - - - - 129,472 (1,789,263) (1,659,791) Balance at April 30, 2020 96,616,529 $78,649,586 $ 8,043,926 $ 1,100,881 $ (917,915)$(72,299,647)$14,576,831

Share capital Other reserves Foreign Commitment currency Number of Share-based to issue translation shares Amount compensation shares adjustment Deficit Total Balance at January 31, 2021 117,057,860 $92,237,648 $ 10,520,045 $ 649,928 $ (1,452,719)$(76,616,401)$25,338,501 Commitment to issue shares on purchase of EFF 19,774 21,787 - (21,787) - - - Shares issued on exercise of Phantom Farms warrants 456,100 533,326 (217,424) - - - 315,902 Share based compensation - - 141,716 - - - 141,716 Net Income and comprehensive income (loss) for the period - - - - (17,640) 4,371,225 4,353,585 Balance at April 30, 2021 117,533,734 $92,792,761 $ 10,444,337 $ 628,141 $ (1,470,359)$(72,245,176)$30,149,704

See accompanying notes to the interim condensed consolidated financial statements p. 3

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars) - Unaudited 2021 2020 Notes -$- -$- OPERATING ACTIVITIES Net income (loss) before income taxes 5,172,122 (1,199,273) Items not affecting cash Depreciation and amortization 6,7,10 694,770 959,031 Net effect of fair value changes in biological assets 4 (383,996) (328,946) Share based compensation 15 141,716 35,750 Impairment of inventory - 240,820 Acquisition reorganization costs 9 - 1,240,740 Interest expense 10,11,12 351,976 778,403 Accretion expense 12 21,207 94,719 Gain on change in fair value of derivative liabilities 14 (2,716,722) (264,802) Gain on sale of assets and liabilities classified as held for sale (375,912) -

Changes in working capital items Biological assets 351,074 342,880 Inventory 73,566 (10,635) Prepaid expenses 147,558 (94,088) Receivables 42,493 (13,811) Accounts payable and accrued liabilities (593,553) (422,504) Income taxes payable (982,893) - Cash provided by operating activities 1,943,406 1,358,284

INVESTING ACTIVITIES Purchases of property and equipment 6 (1,333,714) (35,962) Proceeds on sale of assets and liabilities classified as held for sale 1,200,000 - Payment of Megawood consideration payable 12,18 - (130,000) Cash used in investing activities (133,714) (165,962)

FINANCING ACTIVITIES Principal repayments on long-term debt 11 (33,365) (36,847) Principal repayments on promissory note payable 12 (1,520,000) (1,800,000) Cash proceeds from warrants 315,902 - Interest paid in cash (581,001) (452,252) Lease liability principal payments made (104,689) (447,327) Cash used in financing activities (1,923,153) (2,736,426)

Effect of foreign exchange on cash 296 (217,757) Decrease in cash during the period (113,165) (1,761,861) Cash, beginning of period 6,237,182 3,076,493 Cash, end of period 6,124,017 1,314,632 Supplementary disclosure with respect to cash flows (Note 18) See accompanying notes to the interim condensed consolidated financial statements p. 4

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars, except where noted) - Unaudited 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 1900-885 West Georgia Street, Vancouver, BC, V6C 3H4. Pursuant to a change of business announced on January 29, 2018 to the Cannabis industry, the Company commenced acquiring and operating revenue-producing cannabis operations in the USA. On June 15, 2018, the Company's common shares were delisted from the TSX Venture Exchange ("TSX-V") at the Company's request and on June 18, 2018 the Company commenced trading on the Canadian Securities Exchange ("CSE"), completed its change of business to the cannabis industry and commenced trading under the symbol CXXI. The Company registered its common shares in the United States and on May 6, 2019, its shares were cleared by the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On September 28, 2020, the Company was upgraded and began trading on the OTCQB® Venture Market. As at April 30, 2021, the Company operates in two segments, recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (note 17). Both segments are engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale distribution, while the Nevada segment also has retail sales. In the United States, 36 states, the District of Columbia, and four out of five U.S. territories allow the use of medical cannabis. The recreational adult-use of cannabis is legalized in 17 states, including Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia, Washington, and the District of Columbia. 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. The unaudited interim condensed consolidated financial statements were authorized for issuance on June 29, 2021 by the directors of the Company. p. 5

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars, except where noted) - Unaudited 2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued) Statement of compliance These interim financial statements are prepared in accordance with IAS 34 - Interim Financial Reporting and in accordance with the accounting policies adopted in the Company's most recent audited annual consolidated financial statements for the year ended January 31, 2021 ("annual financial statements"). These interim financial statements do not contain all of the information required for full annual financial statements and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that these interim financial statements be read in conjunction with the annual financial statements which have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRS Interpretations Committee. Functional and presentation currency These interim financial statements are presented in U.S. dollars, the Company's presentation currency. The functional currency of the Company's subsidiaries is U.S. dollars. The parent company's functional currency is the Canadian dollar. All amounts presented are in U.S. dollars unless otherwise noted. Foreign currency translation Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statement of loss and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non- monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in cumulative translation adjustment. Significant accounting policies The accounting policies applied in the preparation of these interim financial statements are consistent with those applied and disclosed in Note 2 to the annual financial statements. Significant accounting judgments, estimates and assumptions The preparation of the Company's financial statements in conformity with IFRS 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 business combinations, impairment of long-lived assets, biological 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, and share based compensation. p. 7

Accumulated Depreciation Balance, January 31, 2020 $ (128,225) $ (515,914) $ (153,741) $ (59,943) $ (224,675) $ (1,082,498) Depreciation expense (73,847) (129,976) (65,962) (19,777) (341,256) (630,818) Category reclassification - 128,319 - - (128,319) - Classified as held for sale - 427,528 57,125 26,378 240,551 751,582 Disposals - 3,549 3,650 9,152 185,082 201,433 Balance, January 31, 2021 (202,072) (86,494) (158,928) (44,190) (268,617) (760,301) Depreciation expense (7,156) (12,223) (15,487) (852) (82,635) (118,353) Balance, April 30, 2021 $ (209,228) $ (98,717) $ (174,415) $ (45,042) $ (351,252) $ (878,654) Carrying amount, Jan. 31, 2021 $ 2,498,141 $ 157,978 $ 217,279 $ 50,656 $ 992,723 $ 3,916,777 Carrying amount, Apr. 30, 2021 $ 2,490,985 $ 1,471,813 $ 206,577 $ 50,084 $ 912,677 $ 5,132,136 Total depreciation expense for the three months ended April 30, 2021 was $118,353 (2020 - $139,492). Of the total expense, $69,270 was allocated to inventory (2020 - $73,109). p. 9

Accumulated Amortization Amortization expense $ (1,154,808) $ (95,053) $ (213,939) $ (729) $ (1,464,529) Category reclassification 76,557 (46,674) (26,845) (3,038) - Classified as held for sale 98,043 - 115,254 4,575 217,872 Disposals - 17,737 - - 17,737 Balance, January 31, 2021 (3,422,430) (157,285) (594,845) - (4,174,560) Amortization expense (276,394) (16,725) (49,452) - (342,571) Balance, April 30, 2021 $ (3,698,824) $ (174,010) $ (644,297) $ - $ (4,517,131) Carrying amount, January 31, 2021 $ 8,719,046 $ 711,697 $ 1,527,218 $ - $ 10,957,961 Carrying amount, April 30, 2021 $ 8,442,652 $ 694,972 $ 1,477,766 $ - $ 10,615,390 Total amortization expense from intangible assets for the three months ended April 30, 2021 was $342,571 (2020 - $420,350). Of the total expense, $6,919 was allocated to inventory (2020 - $21,740). At January 31, 2021, the Company reclassified intangible assets with a cost of $288,582 and accumulated depreciation of $134,159 to held for sale. The intangible assets classified as held for sale consist of licenses, customer lists, and startup costs associated with a right of use asset that has also been classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values. In the three months ended April 30, 2021, the Company completed the sale of the intangible assets classified as held for sale. 8. GOODWILL As at April 30, 2021, goodwill was $28,541,323 (January 31, 2021 - $28,541,323). The Company tests goodwill for impairment at every reporting period end. There was no impairment of goodwill in the three months ended April 30, 2021 or April 30, 2020. p. 10

p. 11

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars, except where noted) - Unaudited 12. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (continued) On January 23, 2019, the Company issued a convertible promissory note to the vendor that sold Megawood Enterprises, Inc. to the Company in the principal amount of $175,000. The convertible note is convertible into 35,000 common shares of the Company at a conversion price of C$5.00 per conversion share and may be converted at any time between October 24, 2019 and January 24, 2020. On issuance, the Company determined the conversion feature was a derivative liability. The fair value of the conversion feature as at April 30, 2021 was $nil (January 31, 2021 - $nil). On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares (Note 15). On May 24, 2019, the Company issued a two-year unsecured convertible promissory note to a debtor of Swell Companies in the principal amount of $1,000,000. The convertible note accrues interest at 10% per annum compounded annually and payable at maturity. The holder of the note can accelerate payment to the first anniversary date of the note and therefore this is classified as a current liability. The note is convertible into common shares of the Company at a conversion price of $1.56 per share and may be converted at the maturity date. The following is a continuity of the Company's promissory notes denominated in U.S. dollars: Promissory notes payable January 1, 2019 Total issuance Balance, January 31, 2020 $ 21,200,000 $ 21,200,000 Payments (7,013,333) (7,013,333) Balance, January 31, 2021 14,186,667 14,186,667 Payments (1,520,000) (1,520,000) Balance, April 30, 2021 $ 12,666,667 $ 12,666,667 Current portion $ 6,080,000 $ 6,080,000 Long-term portion $ 6,586,667 $ 6,586,667 On January 1, 2019, the Company issued a promissory note to the vendor that sold Silver State to the Company (Sonny Newman) in the principal amount of $30,000,000. The 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 note accrues interest at a rate of 10% per annum. The 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 secured 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 note is due and payable on January 1, 2021. This modification resulted in a gain of $nil. p. 14

p. 15

p. 18

Assets $ 8,368,301 $ 28,983,907 $ 30,566,297 $ 67,918,505 Liabilities $ 1,708,153 $ 11,298,511 $ 24,762,137 $ 37,768,801

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Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars, except where noted) - Unaudited 17. SEGMENTED INFORMATION (continued) April 30, 2020 Oregon Nevada Corporate Consolidated Total revenue $ 1,032,640 $ 7,113,184 $ - $ 8,145,824 Gross profit (loss) (168,806) 3,406,322 - 3,237,516 Operating expenses (812,630) (1,205,397) (624,887) (2,366,094) Acquisition reorganization costs (1,204,740) - - (1,481,560) Interest, accretion, and other (85,768) 8 (503,375) (589,135) Income (loss) before income taxes $ (2,271,944) $ 2,200,933 $ (1,128,262) $ (1,199,273) January 31, 2021 Assets $ 9,206,964 $ 26,178,106 $ 33,424,439 $ 68,809,509 Liabilities $ 2,635,899 $ 9,696,697 $ 31,138,412 $ 43,471,008 18. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS Supplemental and non-cash transactions during the three months ended April 30, 2021 • There were interest payments of $581,001. • Incomes taxes paid in the period totaled $982,893. • The Company issued 19,774 common shares valued at $21,787 to the vendors of EFF for a partial settlement of the commitment to issue shares. Supplemental and non-cash transactions during the three months ended April 30, 2020 • There were interest payments of $488,378. • No income taxes were paid. • The Company issued 7,132,041 common shares valued at $2,582,903 to complete the purchase of two parcels of land from SDP Development • The Company issued 95,849 common shares value at $38,415 as partial repayment of the $175,000 convertible promissory note related to the Megawood acquisition. • The Company paid $130,000 in cash consideration related to the Megawood acquisition. 19. TAXATION The Company reconciles the expected tax expense at the U.S. statutory tax rate of 21% to the amount recognized in the statement of loss and comprehensive loss. Since the Company operates in the United States cannabis industry, the Company is subject to U.S. Internal Revenue Code section 280E for U.S. federal income tax purposes; and therefore, is subject to the disallowance of ordinary and necessary business deductions for income tax purposes pursuant to section 280E. Consequently, the Company is only allowed to deduct 1) direct production costs and indirect production costs incident to and necessary for production and 2) costs incurred to purchase goods that are resold, including transportation or other necessary charges incurred in acquiring possession of the goods. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC section 280E. However, the State of Oregon does not conform to IRC section 280E and thus the Company deducts all operating expenses on its Oregon corporate tax return. Additionally, the State of Nevada does not assess income tax and therefore no income tax provision for Nevada has been calculated. p. 20

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars, except where noted) - Unaudited 20. COMMITMENTS The Company and its subsidiaries are committed to payments for right-of-use assets with third parties and related parties, for land, office space, and equipment in Nevada and Oregon. At April 30, 2021, the Company has the following future minimum payments: Third Parties Related Parties Total 2022 $ 57,263 $ 1,074,144 $ 1,131,407 2023 45,743 1,467,282 1,513,025 2024 45,743 1,504,455 1,550,198 2025 45,743 1,314,551 1,360,294 2026 45,743 1,353,987 1,399,730 Thereafter 415,496 10,405,121 10,820,617 $ 655,731 $ 17,119,540 $ 17,775,271 21. FINANCIAL RISK MANAGEMENT Capital Management The Company's objectives when managing its capital are to ensure there are sufficient 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 shareholders' equity. The Board of Directors 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 assets. At April 30, 2021, the Company is not subject to externally imposed capital requirements, with the exception of restricted cash posted as a deposit. Fair value Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - Inputs that are not based on observable market data. The following table shows the carrying amounts of financial assets and financial liabilities by category: April 30, 2021 January 31, 2021 Financial assets at amortized cost (1) $ 6,341,058 $ 6,494,793 Financial liabilities at amortized cost (2) $ 27,801,005 $ 29,977,530 Financial liabilities at fair value through profit or loss (3) $ 7,102,157 $ 9,430,991 (1) Includes cash, restricted cash and receivables (2) Includes accounts payable and accrued liabilities, promissory note, convertible promissory note, convertible debentures, consideration payable, and debt (3) Includes derivative liability p. 21

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C21 INVESTMENTS INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended April 30, 2021 and 2020 (Expressed in U.S. dollars, except where noted) - Unaudited 22. RELATED PARTY TRANSACTIONS Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at April 30, 2021 and January 31, 2021: April 30, 2021 January 31, 2021 Due to the President and CEO $ 12,765,571 $ 14,369,004 Lease liabilities due to a company controlled by the CEO 9,477,724 9,539,744 Lease liabilities due to SDP Development 546,660 589,328 Due to the CFO of the Company 36 527 $ 22,789,991 $ 24,498,603 The Company had the following transactions with related parties during the three months ended April 30, 2021 and 2020: 2021 2020 Consulting fees paid to a director $ 60,000 $ - Amounts paid to CEO or companies controlled by CEO 2,262,168 2,181,922 Salary paid to directors and officers 167,162 109,080 Share based compensation including warrants and stock options for directors and officers 142,581 - Lease payments made to SDP Development 57,048 57,048 $ 2,688,959 $ 2,348,050 On February 12, 2020, the Company amended the purchase agreement with SDP Development, of which a Director of the Company is a principal owner. The Company had agreed on February 4, 2019 to purchase SDP Development on October 15, 2020, which owned six real estate properties that were leased in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 shares at $3.00 per common share. On February 12, 2020, the parties agreed to the following modified terms: the Company purchased the two Southern Oregon farms from SDP Development constituting over 60 acres of real property housing the two outdoor cannabis cultivation facilities totaling 80,000 square feet of canopy, rent reduction on the three Phantom properties in Central Oregon, and a release from the obligation to purchase the sixth property in Southern Oregon. In exchange, the SDP vendors received 7,132,041 common shares of the Company with a fair value of $2,582,903. The consideration exceeded the fair market value of the land acquired and as a result, the Company recorded acquisition reorganization costs of $1,204,740. The Company has three remaining leases with SDP Development. On November 16, 2020, the Company amended the terms of the three Nevada leases with Double G Holdings (a Company controlled by the Company's President and CEO). The term of the two dispensary leases and the warehouse lease was extended to November 30, 2027 with a right to extend for a further five years and with an annual increase to the base rent of 3% commencing January 1, 2022. During the three months ended April 30, 2021: (i) 426,100 warrants were exercised by a Director of the Company for 426,100 shares. The warrants had an exercise price of C$1.50 and proceeds totaled $498,246 (C$639,150). p. 22

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Management's Discussion and Analysis For the three months ended April 30, 2021

(Expressed in U.S. Dollars)

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document GENERAL This Management's Discussion and Analysis ("MDA") is prepared as of June 29, 2021 and covers the operations of C21 Investments Inc. ("C21" or the "Company" or "we") and its wholly owned subsidiaries for the three months ended April 30, 2021. This MDA should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements and accompanying notes for the three months ended April 30, 2021. The Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). Financial information presented in this MDA is presented in United States dollars ("$" or "US$"), unless otherwise indicated. C21 is publicly listed on the Canadian Securities Exchange ("CSE") under the symbol CXXI and on the OTCQX Best Market under the Symbol CXXIF. Continuous disclosure and additional information is available on the Company website at www.cxxi.ca or on SEDAR at www.sedar.com UNITED STATES LEGAL CANNABIS INDUSTRY The Company operates in the cannabis industry and its operations are located in the United States. Cannabis operations are regulated at the state level. While the Company's operations are legal in the states in which it operates, on a Federal level in the United States, cannabis is not legal. Please refer to the Company's MDA for the years ended January 31, 2021 and 2020 for detailed disclosure in this regard. COVID-19 GLOBAL PANDEMIC On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. While the ultimate severity of the outbreak and its impact on the economic environment remains uncertain, the Company is monitoring this closely. The Company's priority during the COVID-19 pandemic is the protection and safety of its employees and customers and it is following the recommended guidelines of applicable government and health authorities. Despite being deemed as an essential retailer in its core markets, the Company has experienced a negative impact on sales in certain markets. The Company takes all reasonable steps to ensure staff are appropriately informed and trained to promote a culture of health, safety, and continuous improvement, especially during these difficult times for public health and safety due to the COVID-19 pandemic. 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. p. 2

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 the United States. 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, multi-market branded consumer packaged goods ("CPG"). Between January 2018 and May 2019, C21 acquired five US-based cannabis businesses, one in Nevada and four in Oregon. Our branded CPGs include Phantom Farms and Hood Oil, both produced in-house in both Nevada and Oregon. Due to the state by state regulations of the legal US cannabis industry, there is no ability to move cannabis product across state borders, therefore production in one state must be sold in that same state. Strategic Focus and Growth Our flagship operation 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 in the past 12 months. The Company has optimized its Oregon operations, including: - Shedding non-core assets, including the April 2021 sale of its Portland wholesale, processing and dispensary assets; - Consolidating production, processing and wholesale operations into two general locations in Central and Southern Oregon; and - Placing the remaining Oregon assets into management agreements to eliminate costs and facilitate future sale agreements. The Company has strengthened our financial position by: - Terming out the remaining balance on the $30 million secured promissory note for a period of 30 months; and - Entering into a debenture backstop agreement, relieving the Company of the obligation to repay the outstanding convertible debentures totaling $6.6 million due on December 31, 2020 and January 30, 2021, which resulted in substantially all the outstanding convertible debentures converting into common shares. The Company's strategic Initiatives over the next 12 months include extending our Nevada retail footprint where we have a proven track record of success, targeting $100 million of annual revenue, continuing our disciplined approach to growth and financing, and internally producing product to expand our Nevada retail footprint, which includes the expansion of our Nevada cultivation operations. The Nevada cultivation expansion is currently underway at a total cost of $6 million dollars (Phase 1 and Phase 2), $2 million dollars for Phase 1, which is slated for completion ahead of schedule for a Fall 2021 harvest. The total expansion will triple our annual production capacity to 10,000 pounds of high-quality flower, leaving a remaining 40% of our existing facility to be utilized for future expansion, and ensure increased margins as new Nevada retail comes online. p. 3

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Financial Highlights Select data for C21 Quarters ending 30-Apr-21 Jan 31, 2021 31-Oct-20 31-Jul-20 30-Apr-20

Revenue $ 9,150,268 $ 9,145,984 $ 9,469,199 $ 9,366,279 $ 8,145,824 Cash operating expenses 1,750,136 1,947,934 1,725,322 1,623,573 1,841,392 Net income (loss) for the period 4,371,225 (6,581,640) 1,903,769 (38,183) (1,789,263)

Income from operations 2,458,964 3,019,987 2,160,501 1,747,223 594,602 Adjusted EBITDA *** 2,599,343 2,890,480 2,731,927 3,110,138 1,046,638

Cash 6,124,016 6,237,182 3,402,871 2,709,090 1,314,632 Working capital deficit (342,356) (144,720) (24,335,811) (27,404,766) (26,888,165) ***Adjusted EBITDA is a non-IFRS financial measure, and as such there is no standardized definition for the term. The Company's adjusted EBITDA included above is unlikely to be comparable to similar measures presented by other issuers. See "Non-IFRS measures" below for additional information. Revenue for Q1 was up 12% vs the prior year Q1, and sequentially flat due partly to less operating days in the quarter. Q1 is the shortest quarter in the year with 89 operating days. Nevada achieved record daily revenues with over $98,600/day in Sales compared to $95,200/ day in Q4. Cash operating expenses continue stable, these are general selling and administration expenses, but exclude depreciation and amortization and share based compensation. Net income for the period of $4.4 million was a record for C21. This is affected by non-cash items, the largest is the change in fair value of derivative liabilities, which was a gain of $2.7 million for the quarter, discussed below. Slight increase in the working capital deficit is mainly caused by capital spending on the expansion of the Nevada cultivation operations (increase in long term assets), somewhat offset by cash created from operations. Summary of Quarterly results The following table presents selected financial information for the most recently prepared quarters:

p. 4

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Financial Highlights Summary derived from the Interim Condensed Consolidated Financial Statements PROFIT AND LOSS 3 months ended April 30, 2021 2020 Revenue $ 9,150,268 $ 8,145,824 Inventory expensed to cost of sales 4,700,838 5,237,254 Net FV adjustments (383,996) (328,946) Gross profit 4,833,426 3,237,516

Expenses General and administration 1,707,584 1,766,529 Sales, marketing, and promotion 42,552 74,863 Depreciation and amortization 482,610 488,952 Inventory impairment - 276,820 Share based compensation 141,716 35,750 Total expenses 2,374,462 2,642,914

Income from operations 2,458,964 594,602 Other items Interest expense (429,268) (777,220) Accretion expense (21,207) (94,719) Transaction costs - - Other Income (loss) 70,999 18,002 Acquisition reorganization costs - (1,204,740) Gain on sale of assets 375,912 - Change in fair value of derivative liabilities 2,716,722 264,802 Income (loss) before income taxes 5,172,122 (1,199,273) Current income tax expense (800,897) (589,990) Net income (loss) $ 4,371,225 (1,789,263) Other comprehensive income Cumulative translation adjustment (17,640) 129,472 Income (loss) and comprehensive income (loss) for the period 4,353,585 (1,659,791) "Revenue" in the quarter ending April 30, 2021 increased versus prior year Q1, due to record sales in the Nevada dispensaries and improving conditions after the effects of the COVID-19 pandemic on the Q1 2021 business results. "Gross profit" rose in the current quarter for similar reasons, Q1 last year was adversely impacted by the start of the COVID-19 pandemic. Expenses "General and administration" expenses remain steady at $1,707,584 (prior year Q1-$1,766,529). The largest item included in this category are Salaries and wages, which remained steady versus prior year Q1 ($794,000 vs $792,000). p. 5

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Depreciation and amortization" includes provisions for fixed assets, intangibles and amortization of right-of-use assets (leases of buildings, warehouses and offices). The total depreciation and amortization during Q1 is $694,770, of which $482,610 is included in expenses, with the remainder of $212,160 included in Inventory and therefore is included as part of 'Inventory expensed to cost of Sales'. "Share based compensation" is a non-cash item and reflects the issuance of stock options to employees and officers and directors. "Interest expenses" declined from $777,220 in the prior year Q1 to $429,268 in the current Q1. This reflects the effect of two short term liabilities being reduced over the past 12 months. A Promissory note bearing interest at 9.5% has been paid down from $19,400,000 to $12,666,667. Convertible debentures outstanding at prior year Q1 of $6,787,097 and bearing interest at 10% per annum were all converted to common shares or repaid. "Acquisition reorganization costs" are zero in Q1, and in the prior year Q1 were $1,204,740. This cost resulted from the completion of the restructuring of the terms of the purchase agreement with Phantom Farms. "Gain on sale of assets" in Q1 of $375,912 (prior year Q1 - $0) resulted from the completion of the sale of non-core Oregon assets on April 23, 2021. "Change in fair value of derivative liabilities" is a periodic revaluation of the earn out shares outstanding to vendors of businesses purchased by the Company. These earn out shares are revalued using a Monte Carlo simulation. The fair value of this liability will increase with an increase in the stock price of the Company and vice-versa. The change in fair value must be recorded through the Companies profit or loss statement. As a result, a share price increase period over period, will result in a reduction in net income. The change in fair value was immaterial in Q3. "Other comprehensive income (loss)", specifically the cumulative translation adjustment, comes about in IFRS when translating the balances between the parent company (investments made in C$) and the US subsidiaries (US$). These foreign exchange gains or losses at each reporting date result from translation of the C$ amounts to US$ (which is our reporting currency). Non-IFRS Measures Adjusted EBITDA "Adjusted EBITDA" and "After tax operating cash flow" are both supplemental, non-GAAP financial measures. The Company defines EBITDA as earnings before depreciation and amortization (excluding rent classified as lease amortization), income taxes, and interest. Additionally, the Company's Adjusted EBITDA presented above excludes fair value adjustments, accretion, impairment charges, one- time transaction costs and all other non-cash items. The Company has presented "Adjusted EBITDA" and "After tax operating cash flow" because its management believes these are useful measures 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" and "After tax operating cash flow" are not measures of performance calculated in accordance with IFRS, 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 IFRS. "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 current presentation. p. 6

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ADJUSTED EBITDA Three months ended April 30 2021 2020 Income from operations $ 2,458,964 $ 594,602

Net impact, fair value on biological assets (383,996) (328,946) Depreciation and amortization 482,610 488,952 Share based compensation 141,716 35,750 Inventory impairment - 276,820 Lease interest included in interest exp (99,951) (20,540) Adjusted EBITDA $ 2,599,343 $ 1,046,638 After Tax Operating Cash Flow Included in the Financial Statements for April 30, 2021 is the "Statement of Cash Flows." In this statement is "Cash provided by Operating activities," which includes working capital changes. Some of these working capital changes relate to the timing of payments and not cash generated by the day-to-day operations during a particular period. Income taxes has an outsized effect on the finances of US cannabis companies due to the application of U.S. Internal Revenue Code (the "Code"), Section 280E, which denies most deductions except for cost of goods sold. In general, U.S. federal income taxes cost the Company about 20% of its gross profit. Below we itemize cash provided by operating activities, before working capital changes, and after current income tax expense. Both tax expense figures below are adjusted from what appears on the income statement due to the reversal of a prior year excess accrual. The tax figure below represents current income taxes. We note that some analysts have started calculating similar numbers in the cannabis sector and calling it Operating Cash Flow and After tax Operating Cash Flow (see Non-IFRS Measures above). After tax operating cash flow Quarter ended Quarter ended 30-Apr-21 30-Apr-20

From the Statement of Cash Flows Cash provided by operating activities add back : 1,943,406 1,358,284 changes in non-cash working capital items 961,755 (198,158) Operating Cash Flow (OCF) 2,905,161 1,160,126 Deduct: Income tax expense (800,897) (589,990) After tax operating cash flow (ATOCF) 2,104,264 570,136

OCF Margin/Sales% 31.7% 14.2% ATOCF Margin/Sales % 23.0% 7.0% ATOCF per average shares o/s, C$$ 0.02 $ 0.01

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Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NEVADA The Company acquired Silver State Relief and Silver State Cultivation on January 1, 2019. The Nevada business operates in Sparks and Fernley, Nevada, and is the flagship operation of C21. The Silver State Relief dispensary in Sparks, Nevada was the first dispensary in Nevada and opened in July 2015 selling medical cannabis. In July 2017, the sale of recreational cannabis commenced, and in January 2019 a second dispensary location was opened in Fernley, Nevada. Silver State operates indoor cultivation and processing which produces our own retail products for sale in our two dispensaries. We lease 104,075 sq ft in a warehouse separate from the dispensaries, this lease includes an option to buy the whole 158,000 sq ft warehouse. Construction of the indoor grow rooms commenced in 2015 with an initial 7 grow rooms. Today there is 17 grow rooms producing approximately 5,000 pounds of biomass, flower ~3,450 pounds, and trim ~1,550 pounds which is primarily sold within the Company's Silver State Relief dispensaries, with an expansion underway for both retail and wholesale distribution under the Silver State and partner brands. Almost all this production is sold through the two Silver State dispensaries. Excess production is sold into the wholesale market. Wholesale sales amounted to $0.6 million in sales during the year ended January 31, 2021. Silver State had total sales of $33.5 million during the year ended January 31,2021. Hood Oil and Phantom Farms brands are two of the brands purchased via the Oregon acquisitions by the Company. Commencing in the second half of 2019, we started to manufacture and package these branded products at Silver State. These brands now make up two of the three largest selling brands in our dispensaries. Our two dispensaries, the 8,000-square foot retail dispensary in Sparks and the 6,000-square foot dispensary located in Fernley, collectively serviced a total of more than 140,000 recreational and medical cannabis customers during the three months ended April 30, 2021, with over 700 SKUs in each store. Consistent quality, market-leading pricing, and superior customer service translate to industry-leading sales per square foot ($3,224/sq. ft. during Q1 2022). Likewise, because of its substantial purchasing leverage, Silver State consistently offers customers among the lowest prices within the state. The Sparks dispensary captured 17.5% of Washoe County, Nevada sales during the eight months to March 31, 2021 (the latest available data). The two dispensaries captured 3.6% of Nevada cannabis sales during the same period. Nevada Dispensary Statistics The table below highlights two metrics for dispensary performance, the average dollars spent by customers in our stores ($/transaction) and the average sales per day. FY-2022 Year ended January 31, 2021 Year ended Q1 Q4 Q3 Q2 Q1 Q4

$/ transaction $ 61.6 $ 59.7 $ 57.2 $ 63.3 $ 61.7 $ 47.3

Sales $000/day $ 98.6 $ 95.2 $ 96.5 $ 92.7 $ 76.8 $ 87.4

2021 2020 May April March February January December

$/transaction $ 60.0 $ 62.6 $ 62.5 $ 59.3 $ 61.2 $ 60.0

Sales $000/day $ 93.5 $ 100.0 $ 102.3 $ 92.7 $ 96.4 $ 96.6

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Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Review of the historical $/transaction in the table above shows the effects of the pandemic restrictions. Prior to the restrictions, the dispensaries averaged just under $50/transaction. With the delivery only pandemic restrictions starting in mid-March 2020, spending shot up over $150/transaction on some days. Customers were increasing their spend due to uncertainty of supply. As customers became more comfortable with the restrictions this number has receded. Pandemic restrictions have ended in the dispensaries, except a requirement to wear a mask if staff or customers are not vaccinated. Currently, delivery and curbside pick-up account for about 21% of transactions and 24% of revenue. Nevada dispensary revenues hit several records this quarter including record daily sales for the quarter of $98,600/day and a monthly sales record in March 2021 of $102,300/day. This compares to prior year Q1 sales of $76,800/day trailing Q4 sales of $95,200/day.

NEVADA Income from operations Q1 Q4 Q3 Q2 Q1 30-Apr-21 31-Jan-21 31-Oct-20 31-Jul-20 30-Apr-20 Revenue $ 8,797,350 8,811,046 8,994,301 8,547,532 7,113,184 Cost of Sales 3,981,627 4,244,900 4,061,728 3,901,953 4,213,746 Gross Margin before undernoted 4,815,723 4,566,146 4,932,573 4,645,579 2,899,438 55% 52% 55% 54% 41%

Realized fair value adj. biological assets 1,179,663 1,963,444 1,443,865 3,297,236 1,236,276 Unrealized fair value adj. biological assets (1,641,861) (2,437,330) (1,952,984) (2,698,117) (1,743,159)

Gross profit 5,277,921 5,040,032 5,441,692 4,046,460 3,406,321 60% 57% 61% 47% 48% Expenses General and administration 948,115 934,536 916,937 940,356 714,680 Sales, marketing, and promotion 15,997 27,741 21,628 29,989 57,339 Depreciation and amortization 401,922 373,738 429,099 431,124 433,378 Total expenses 1,366,034 1,336,015 1,367,664 1,401,469 1,205,397

Income from operations 3,911,887 3,704,017 4,074,028 2,644,991 2,200,924 44% 42% 45% 31% 31% Derived from the quarterly segmented reporting, above is a summary of the last five quarters for Nevada operations. p. 9

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document OREGON Our restructured Oregon business now operates from the Phantom Farms locations in Central and Southern Oregon. We operate outdoor and greenhouse active canopy totaling 80,000 square feet. We also operate a 7,700 square indoor foot grow facility with three grow rooms and a 5,600 square foot warehouse facility which includes an extraction facility and wholesale distribution. The Company has a total cultivation capacity of approximately 5,100 pounds of cannabis which produces "A" grade Phantom flower and extracts the remainder of its biomass in its CO2 extraction facility. Divestment of non-core Oregon assets On January 7, 2021, the Company announced a definitive agreement to sell select non-core Oregon assets for $1.3 million. After approval by the Oregon Liquor Control Commission to the transfer of the licenses the sale was closed on April 23, 2021. This sale included the Company's Portland processing and dispensary licenses, some processing equipment, one brand, and the assumption by the buyer of two building leases. One Oregon location remains under third-party management pursuant to management agreements which commenced June 15, 2020 whereby the management company has assumed all leasehold liabilities and costs at the facility. CONTRACTUAL OBLIGATIONS The following table includes the Company's obligations to make future payments for each of the next five years that represent contracts and other commitments that are known and committed: CONTRACTUAL OBLIGATIONS

Carrying Contractual More than 5 amount cash flows Under 1 year 1-3 years 3-5 years years As at April 30, 2021 Trade and other payables $ 2,105,083 $ 2,105,083 $ 2,105,083 $ - $ - $ - Finance lease payments (1) 10,024,384 17,142,497 1,463,148 2,933,506 2,688,501 10,057,342 Convertible debt (2) 2,494,906 2,494,906 2,494,906 - - - Notes and other borrowings (3) 13,176,632 13,176,632 6,136,344 7,040,288 Total $ 27,801,005 $ 34,919,118 $ 12,199,481 $ 9,973,794 $ 2,688,501 $ 10,057,342 (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. (3) Amounts in the table reflect the contractually required principal payments payable under a promissory note issued to the vendor that sold Silver State to the Company, and miscellaneous debt. p. 10

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ADDITIONAL INFORMATION LEGAL PROCEEDINGS Regarding the Oregon and British Columbian claims and cross-claims between the Company and Proudest Monkey Holdings, LLC ("PMH") and its current owners (the former owners of Eco Firma Farms LLC ("EFF")), the parties have agreed to attempt to settle all of the claims through voluntary mediation, and such mediation has been scheduled in July 2021. For a summary of the current legal proceedings, please refer to the Company's MD&A for the years ended January 31, 2021 and 2020 for detailed disclosure in this regard. OFF-BALANCE SHEET ARRANGEMENTS As of the date of this report, the Company has not entered into any off-balance sheet arrangements. DISCLOSURE OF OUTSTANDING SHARE DATA The Company's authorized share capital consists of an unlimited number of common shares without par value. As of April 30, 2021, there were: - 117,533,734 common shares issued and outstanding, - 5,615,000 options outstanding to purchase common shares of which 4,261,667 had vested, - 7,400,000 warrants outstanding to purchase common shares, - no RSUs outstanding to purchase common shares. As of June 29, 2021 (the date of this report) there were: - 118,747,814 common shares issued and outstanding, - 5,615,000 options outstanding to purchase common shares - 3,240,000 warrants outstanding to purchase common shares, - no RSUs outstanding to purchase common shares. Some of the warrants have a 'cashless' feature allowing them to be exercised on a net basis with no cash received by the Company. As of the date of this report, there are 3,240,000 warrants outstanding and presented on a cashless basis, there are 1,540,000 warrants outstanding. On June 17, 2021, C21 issued 1,214,080 common shares pursuant to a 'cashless exercise' of 4,160,000 warrants. As of June 29, 2021 (the date of this report) the Company had the following securities outstanding: Type of Security Number outstanding Common Shares 118,747,814 Stock Options 5,615,000 Warrants 1,540,000 Acquisition shares 793,093 126,695,907

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Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION The Company's financial statements and the other financial information included in this MDA 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 International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board, and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility. Management recognizes its responsibility for conducting the Company's affairs in a manner that complies with the requirements of applicable laws and established financial standards and principles and maintains proper standards of conduct in its activities. The Board supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non- management directors. The audit committee's role is to examine the financial statements and recommend that the Board approve them, to examine the internal control and information protection systems, and all other matters relating to the Company's accounting and finances. To do so, the audit committee meets annually with the external auditors, with or without the Company's management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement. ACCOUNTING POLICIES AND ESTIMATES The Company's unaudited interim condensed consolidated financial statements for the three months ended April 30, 2021 were authorized for issuance on June 29, 2021 by the Board. FINANCIAL RISK MANAGEMENT The Board approves and monitors the risk management processes of the Company, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows: CREDIT RISK Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts, accounts receivable, and its notes receivable from acquisition targets. The Company's cash is deposited in bank accounts held with a major bank in Canada, a trust company in Canada, and three credit unions in Nevada, Washington and Colorado; and accordingly, there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The Company's notes receivables are placed with acquisition targets that are under definitive agreements, in which closing is based primarily on receipt of regulatory approval. If an unlikely event occurred which delayed regulatory approval for an extended period of time or permanently, the risk of default on these notes would be increased based on the liquidity of the acquisition targets. LIQUIDITY RISK Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board are actively involved in the review, planning and approval of significant expenditures and commitments. p. 12

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Company's consolidated financial statements for three months ended April 30, 2021 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. The Company reports an accumulated deficit of $72,245,176, and a working capital deficit of $342,356 as at April 30, 2021. The Company has generated significant positive cash flow for the quarter ended April 30, 2021 and the fiscal year ended January 31, 2021. The Statement of Cash Flows for the quarter ended April 30, 2021 shows cash provided by operations of $1.9 million ($9.9 million-FYE2021). The working capital deficit has fallen from $27.0 million at January 31, 2020, to $342,356 as at April 30, 2021. This strengthening of our financial position has resulted in the removal of going concern disclosure in Note 1 of the financial statements in the Audited Consolidated Financial Statements for the year ended January 31, 2021 and for the quarter ended April 30, 2021. Further, 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. The Company is not subject to any interest rate volatility as its long-term debt instruments and convertible notes are carried at a fixed interest rate throughout their term. CAPITAL MANAGEMENT The Company's objectives when managing its capital are to ensure there are enough capital resources to continue operating as a going concern and maintain the Company's ability to ensure sufficient levels of funding to support its ongoing operations and development. The purpose of these objectives is to provide continued returns and benefits to the Company's shareholders. The Company's capital structure includes items classified in debt and shareholders' equity. The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business considering changes in economic conditions and the risk characteristics of the Company's underlying asset. The Company works with its capital advisors, Eight Capital Corp. based in Toronto, Canada, and CB1 Capital based in New York, to identify the best strategic options to execute our corporate growth plans, as well as increasing financial flexibility in managing our debt. U.S. INDUSTRY BACKGROUND AND REGULATORY ENVIRONMENT INDUSTRY BACKGROUND AND TRENDS The emergence of the legal cannabis sector in the United States, both for medical and adult use, has been rapid as more states adopt regulations for its production and sale. Today 60% of Americans live in a state where cannabis is legal in some form and almost a quarter 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. p. 13

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. It is estimated that 94% of U.S. voters support legalizing cannabis for medical use. In addition, 66% of the U.S. public supports legalizing cannabis for adult recreational use. These are large increases in public support over the past 40 years in favor of legalized cannabis use. Notwithstanding that 34 states and the District of Columbia have now legalized adult-use and/or medical 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 states of Oregon and Nevada. The Company may expand internally within Nevada or into other states within the United States that have legalized cannabis use either medicinally or recreationally and expand internationally. FEDERAL REGULATORY UPDATE For a summary of the Federal regulatory environment, please refer to the Company's MDA for the years ended January 31, 2021 and 2020, 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, 2021 and 2020, for detailed disclosure in this regard. OREGON REGULATORY UPDATE For a summary of the Oregon regulatory environment, please refer to the Company's MDA for the years ended January 31, 2021 and 2020 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, 2021 and 2020 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. p. 14

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FORWARD LOOKING STATEMENTS This Management's Discussion and Analysis 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 MDA 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 ongoing impact of the COVID-19 pandemic with 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 the Company's positioning in the United States cannabis industry, including the continued performance of the Company's operations generally, and specifically its Nevada retail operations, including the continued profitability of the Company's Nevada operations, including the Company's ability to continue to service its debt through operating cash flows, including the Company's ability to pursue growth opportunities and generate future growth for the Company by scaling and replicating its profitable model in Nevada, including the Company's ability of to secure non-dilutive debt financing, including the continued performance of the Company's brands and the expectations as to the development and distribution of the Company's brands and products, including the continued demand for cannabis products, including the timing of the completion of any acquisitions or dispositions and expectations of whether such proposed transactions will be consummated on the current terms or otherwise and contemplated timing, expectations and effects of such proposed transactions, estimates of future cultivation, manufacturing and extraction capacity, expectations as to the development and distribution of the Company's brands and products, the expansion into additional U.S. and international markets, any potential future legalization of adult-use and/or medical cannabis under U.S. federal law, expectations of market size and growth in the United States and the states in which the Company operates or contemplates future operations and the effect such growth will have on the Company's financial performance, expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally, and other events or conditions that may occur in the future. Readers are cautioned that forward-looking information and statements are based on reasonable assumptions, estimates, analysis and opinions of management of the Company at the time they were provided or made in light of their experience and their perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including among other things assumptions about: the contemplated acquisitions and dispositions being completed on the current terms and current contemplated timeline; development costs remaining consistent with budgets; ability to manage anticipated and unanticipated costs; favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labor stability; favorable production levels and costs from 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 the Company to secure a non-dilutive debt financing on terms acceptable to the Company; and the ability of the Company's operations to continue to perform and continue in the ordinary course in light of the ongoing 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. p. 15

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 potential product recalls, reliance on key inputs, suppliers and skilled labor (the availability and retention of which is subject to uncertainty), cybersecurity 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, limited research and data relating to cannabis, risks and uncertainties related to the impact of the COVID-19 pandemic and the impact it may continue to 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. While 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. p. 16

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 April 30, 2021. 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: June 29, 2021 SIGNED: "Sonny Newman" Sonny Newman, Chief Executive Officer NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. 1

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 April 30, 2021. 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: June 29, 2021 SIGNED: "Michael Kidd" Michael Kidd, Chief Financial Officer NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. 1