FORM 5 QUARTERLY LISTING STATEMENT Name of Listed Issuer: C21 Investments Inc. (the “Issuer”). Trading Symbol: CXXI This Quarterly Listing Statement must be posted on or before the day on which the Issuer’s unaudited interim financial statements are to be filed under the Securities Act, or, if no interim statements are required to be filed for the quarter, within 60 days of the end of the Issuer’s first, second and third fiscal quarters. This statement is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the Exchange Policies. If material information became known and was reported during the preceding quarter to which this statement relates, management is encouraged to also make reference in this statement to the material information, the news release date and the posting date on the Exchange website. General Instructions (a) Prepare this Quarterly Listing Statement using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the following items must be in narrative form. When the answer to any item is negative or not applicable to the Issuer, state it in a sentence. The title to each item must precede the answer. (b) The term “Issuer” includes the Listed Issuer and any of its subsidiaries. (c) Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions. There are three schedules which must be attached to this report as follows: SCHEDULE A: FINANCIAL STATEMENTS Financial statements are required as follows: For the first, second and third financial quarters interim financial statements prepared in accordance with the requirements under Ontario securities law must be attached. Unaudited interim condensed consolidated financial statements for the three- month period ended April 30, 2019, as filed with the securities regulatory authorities are attached to this Form 5 as Schedule A. FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 1 If the Issuer is exempt from filing certain interim financial statements, give the date of the exempting order. Not Applicable. SCHEDULE B: SUPPLEMENTARY INFORMATION The supplementary information set out below must be provided when not included in Schedule A. 1. Related party transactions Provide disclosure of all transactions with a Related Person, including those previously disclosed on Form 10. Include in the disclosure the following information about the transactions with Related Persons: (a) A description of the relationship between the transacting parties. Be as precise as possible in this description of the relationship. Terms such as affiliate, associate or related company without further clarifying details are not sufficient. (b) A description of the transaction(s), including those for which no amount has been recorded. (c) The recorded amount of the transactions classified by financial statement category. (d) The amounts due to or from Related Persons and the terms and conditions relating thereto. (e) Contractual obligations with Related Persons, separate from other contractual obligations. (f) Contingencies involving Related Persons, separate from other contingencies. All related party transactions have been disclosed in the Issuer’s financial statements for the three-month period ended April 30, 2019. Please refer to Note 22 to the unaudited interim condensed consolidated financial statements for the three-month period ended April 30, 2019, attached hereto as Schedule “A”. For information supplementary to that contained in the notes to the unaudited interim condensed consolidated financial statements with respect to related party transactions, please refer to the Management’s Discussion and Analysis (“MD&A”) for the three-month period ended April 30, 2019, as filed with the securities regulatory authorities and attached to this Form 5 as Schedule “B”. FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 2 2. Summary of securities issued and options granted during the period. Provide the following information for the period beginning on the date of the last Listing Statement (Form 2A): (a) summary of securities issued during the period, Type of Type of Issue Describe Security (private relationship (common placement, of Person shares, public Type of with Issuer convertible offering, Consideration (indicate if Date of debentures, exercise of Total (cash, Related Commission Issue etc.) warrants, Number Price Proceeds property, etc.) Person) Paid etc.) Acquisition Related Party Feb 4, Common US of Phantom 2,670,000 N/A N/A Skyler Pinnick Nil 2019 Shares $3.00 Farms Share Acquisition Related Party Feb 4, Purchase of Phantom 1,700,000 $1.50 N/A N/A Skyler Pinnick Nil 2019 Warrants Farms Feb 6, Incentive Stock N/A 710,000 $1.11 N/A N/A Nil 2019 Options Exercise of Feb 6, Common Share 47,522 $1.00 $47,522 Cash Nil 2019 Shares Purchase Warrants Exercise of Feb 7, Common Incentive 40,000 $0.65 $26,000 Cash Nil 2019 Shares Stock Options Acquisition of Eco Firma Feb 7, Common Farms (as US 977,479 N/A N/A Nil 2019 Shares part of $0.825 company’s QT) Exercise of Share Feb 21, Common Purchase 41,250 $1.00 $41,250 Cash Nil 2019 Shares Warrants FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 3 Type of Type of Issue Describe Security (private relationship (common placement, of Person shares, public Type of with Issuer convertible offering, Consideration (indicate if Date of debentures, exercise of Total (cash, Related Commission Issue etc.) warrants, Number Price Proceeds property, etc.) Person) Paid etc.) Exercise of Feb 25, Common Share 3,750 $1.00 $3,750 Cash Nil 2019 Shares Purchase Warrants Exercise of Feb 26, Common Incentive 10,000 $0.65 $6,500 Cash Nil 2019 Shares Stock Options Exercise of Feb 28, Common Share 1,000 $1.00 $1,000 Cash Nil 2019 Shares Purchase Warrants Exercise of Mar 6, Common Incentive 30,000 $0.65 $19,500 Cash Nil 2019 Shares Stock Options Exercise of Mar 7, Common Share 2,750 $1.00 $2,750 Cash Nil 2019 Shares Purchase Warrants Mar 13, Warrant Private 400 $1,000 $400,000 Cash Nil 2019 Debentures Placement Mar 18, Warrant Private 15 $1,000 $15,000 Cash Nil 2019 Debentures Placement Exercise of Mar 15, Common Share 107,085 $1.00 $107,085 Cash Nil 2019 Shares Purchase Warrants Exercise of Share Mar 21, Common Purchase 74,188 $1.00 $74,188 Cash Nil 2019 Shares Warrants FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 4 Type of Type of Issue Describe Security (private relationship (common placement, of Person shares, public Type of with Issuer convertible offering, Consideration (indicate if Date of debentures, exercise of Total (cash, Related Commission Issue etc.) warrants, Number Price Proceeds property, etc.) Person) Paid etc.) Exercise of Mar 25, Common Share 485,000 $1.00 $485,000 Cash Nil 2019 Shares Purchase Warrants Exercise of Apr 8, Common Consultants 100,000 $1.38 $138,000 Cash Nil 2019 Shares Warrants Exercise of Apr 11, Common Consultants 25,000 $1.38 $34,500 Cash Nil 2019 Shares Warrants Exercise of Apr 15, Common Consultants 25,000 $1.38 $34,500 Cash Nil 2019 Shares Warrants Apr 17, Common Debenture 375,000 $0.00 Nil N/A Nil 2019 Shares Conversion Apr 24, Common Debenture 137,500 $0.00 Nil N/A Nil 2019 Shares Conversion Apr 8, Warrant Private 12 $1,000 $12,000 Cash Nil 2019 Debentures Placement (b) summary of options granted during the period, Name of Optionee Generic Market Date Number if Related Person description Exercise Expiry Date Price on and relationship of other Price date of Optionees Grant Feb 6, 2019 30,000 Daniel Hopper N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 30,000 Mitchell Parra N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 5 Name of Optionee Generic Market Date Number if Related Person description Exercise Expiry Date Price on and relationship of other Price date of Optionees Grant Feb 6, 2019 30,000 Garrett Newman N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 30,000 Tom Driggers N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 190,000 Michael Kidd N/A $1.11 Feb 5, 2022 $1.11 Officer – Related Person CANADA Feb 6, 2019 90,000 Andrew Marchington N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 150,000 Aron Swan N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 50,000 Randy Torcom N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 30,000 John Dempsey N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 40,000 David Goad N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 20,000 Karen Keese N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 10,000 Stephanie Deagle N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. Feb 6, 2019 10,000 Kala Bernhardt N/A $1.11 Feb 5, 2022 $1.11 Employee U.S.A. 3. Summary of securities as at the end of the reporting period. Provide the following information in tabular format as at the end of the reporting period: (a) description of authorized share capital including number of shares for each class, dividend rates on preferred shares and whether or not cumulative, redemption and conversion provisions, Description Number Authorized Par Value Common Shares Unlimited No Par Value FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 6 (b) number and recorded value for shares issued and outstanding, Number Issued and Description Outstanding Value Common Shares 63,658,279 $57,534,526 (c) description of options, warrants and convertible