C21 Investments Inc (CXXI)

Vireo Growth Inc. and C21 Investments Inc. Announce Definitive Arrangement AgreementJune 15, 2026 7:00 AM
PR Newswire (Canada) Acquisition will expand Vireo's operating footprint in the Nevada market with 3 leading dispensaries and approximately 104,000 sq. ft. of cultivation and production capacity MINNEAPOLIS and VANCOUVER, BC, June 15, 2026 /CNW/ - Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) ("Vireo"), a multi-state cannabis operator, and C21 Investments Inc. (CSE: CXXI) (OTCQX: CXXIF) ("C21"), a vertically-integrated cannabis company, today announced that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Vireo will acquire all of the issued and outstanding common shares of C21 (after conversion of all subordinate voting shares of C21) (the "C21 Shares") in exchange for Vireo Shares (as defined below) (the "Transaction"). Pursuant to the terms of the Arrangement Agreement, each shareholder of C21 (a "C21 Shareholder") will receive 0.023052 of a subordinate voting share of Vireo (each whole share, a "Vireo Share") in exchange for each C21 Share held (the "Exchange Ratio"). With the acquisition of C21, it is expected that Vireo will broaden its presence in Nevada to approximately 15 total dispensaries and 158,000 square feet of cultivation and manufacturing capacity. Following the completion of the Transaction, C21 will join the Vireo ecosystem and gain exposure to a larger and well-capitalized multi-state operator currently operating in 10 states across the U.S.Strategic Review ProcessThe Board of Directors of C21 (the "C21 Board") formed a special committee (the "Special Committee") to evaluate and consider the Transaction. Following a comprehensive review conducted with the assistance of independent financial advisors and legal advisors, the Special Committee unanimously recommended that the C21 Board approve the Transaction.Management CommentaryVireo's Chief Executive Officer, John Mazarakis, commented, "This acquisition further expands our presence in Nevada, an important market for us, and strengthens our ability to serve customers across the state.  C21 adds a leading northern Nevada operation to our existing platform, including three of the highest volume dispensaries in the state with its award-winning Silver State Relief brand. This Transaction further extends our leading market share in Nevada and is expected to generate meaningful synergies for the business. C21 has built a highly respected business with its loyal customer base, quality brands and operational efficiency, making them a natural fit for Vireo. We are excited to welcome the C21 team and look forward to building on their success as we continue to execute our growth strategy and deliver for our shareholders."C21's Chairman, Bruce Macdonald added, "After a thorough evaluation of strategic options, the C21 Board determined that this Transaction represents a highly attractive opportunity for our shareholders and positions the business for continued success as part of Vireo's leading cannabis platform in Nevada. Vireo shares our strategic vision and core values, and has a proven track record of M&A success.  Vireo brings the necessary scale, access to capital and broad market reach that we believe will be critical as the US cannabis industry continues to evolve and grow. We are excited about the opportunities this combination creates and have tremendous confidence in John's leadership, Vireo's strategic direction, and the long-term growth potential of the organization."Approvals and RecommendationThe Transaction was unanimously approved by the C21 Board (with interested directors abstaining from voting), following the recommendation of the Special Committee. The Special Committee and the C21 Board have determined, after receiving financial and legal advice along with the Independent Fairness Opinion (as defined below), that the Transaction is in the best interests of C21 and is fair to the C21 Shareholders and the C21 Board recommends that the C21 Shareholders vote in favor of the Transaction. The board of directors of Vireo has also unanimously approved the Transaction.Needham & Company, LLC provided the C21 Board with an opinion to the effect that, as of the date of such opinion, the consideration payable to the C21 Shareholders pursuant to the Transaction is fair, from a financial point of view, to the C21 Shareholders, based upon and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion (the "Independent Fairness Opinion").C21 Shareholder ApprovalsThe Transaction will be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the "Arrangement") requiring the approval of (i) at least two-thirds of the votes cast by the C21 Shareholders; and (ii) if applicable, a simple majority of the votes cast by C21 Shareholders excluding for this purpose the votes attached to C21 Shares owned and/or controlled by any C21 Shareholders required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, voting at an annual general and special meeting of C21 Shareholders (the "C21 Meeting") to consider the Transaction, which is expected to be held in the third quarter of 2026.In connection with the Transaction, Vireo has entered into voting support agreements with certain directors and executive officers of C21, pursuant to which they have agreed to, among other things, vote their C21 Shares in favor of the Transaction (the "Voting Support Agreements").In addition to the C21 Shareholder approvals, closing of the Transaction is subject to court approvals, as well as the receipt of all required regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature.The Arrangement Agreement includes customary deal protection provisions, including non-solicitation covenants of C21, "fiduciary out" and "right to match" provisions in favor of C21.  The Arrangement Agreement also provides for a termination fee of US$3,000,000 payable by C21 to Vireo, if C21 accepts a superior proposal and in certain other specified circumstances, as well as reciprocal expense reimbursement provisions if the Transaction is terminated by either party in certain other specified circumstances.Subject to the satisfaction of all conditions to closing, upon completion of the Transaction, it is expected that the C21 Shares will be delisted from the Canadian Securities Exchange and the OTCQX Market and that C21 will apply to cease to be a reporting issuer under applicable Canadian and U.S. securities laws.The foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement. Copies of the Arrangement Agreement and the Voting Support Agreements and certain related documents will be filed with the applicable Canadian securities regulators and will be available on C21's and Vireo's profile, as applicable, on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.A description of the Transaction will be set forth in the management information circular of C21, which will be mailed or made available to the C21 Shareholders and filed on C21's profile on SEDAR+ in advance of the C21 Meeting.Financial and Legal AdvisorsNeedham & Company, LLC is acting as financial advisor to the C21 Board and provided the Independent Fairness Opinion to the C21 Board. Koffman Kalef LLP is acting as Canadian legal counsel and Dorsey & Whitney LLP is acting as United States legal counsel to C21. DLA Piper (Canada) LLP is acting as Canadian legal counsel and Eversheds Sutherland (US) LLP is acting as United States legal counsel to Vireo.The securities to be issued pursuant to the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and applicable exemptions or qualifications under applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.About C21 Investments Inc.C21 Investments Inc. is a vertically integrated cannabis company that cultivates, processes, and distributes quality cannabis and hemp-derived consumer products in the State of Nevada. C21 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 with high-growth potential multi-market branded consumer packaged goods. C21 owns Silver State Relief LLC and Silver State Cultivation LLC in Nevada, including legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms. These brands produce and distribute a broad range of THC and CBD products from cannabis flowers, pre-rolls, cannabis oil, vaporizer cartridges and edibles. Based in Vancouver, Canada, additional information on C21 can be found at www.sedar.com and www.cxxi.ca.About Vireo Growth Inc.Vireo Growth Inc. (CSE: VREO; OTCQX: VREOD) is a leading vertically integrated cannabis company building a broad platform across cannabis and adjacent agricultural markets. The Company operates cultivation, manufacturing, retail dispensaries, home delivery, distribution, and agricultural supply businesses across the United States, creating exposure to both cannabis and complementary adjacent markets. With operations in 10 states and approximately 170 dispensaries nationwide, Vireo combines disciplined capital allocation, strategic acquisitions, and local market execution to scale its platform and drive long-term shareholder value. The Company is focused on expanding market share and strengthening its portfolio of consumer brands and services, while supporting the customers, employees, shareholders, and communities it serves. For more information about Vireo, visit www.vireogrowth.com.Forward-Looking Statement DisclosureThis press release contains "forward-looking statements" or "forward-looking information" within the meaning of applicable United States and Canadian securities legislation ("forward-looking information"). To the extent any forward-looking information in this press release constitutes "financial outlooks" within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as "should," "believe," "estimate," "would," "looking forward," "may," "continue," "expect," "expected," "will," "likely," "subject to," and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes, but is not limited to, statements with respect to the timing and outcome of the Transaction and the anticipated benefits thereof, the anticipated timing of C21 Shareholder approval, the anticipated expansion of Vireo's operating footprint in Nevada, the satisfaction or waiver of the closing conditions set out in the Arrangement Agreement, including receipt of all required regulatory and court approvals, and the expectation that the C21 Shares will be delisted from the Canadian Securities Exchange and the OTCQX Market and that C21 will apply to cease to be a reporting issuer under applicable Canadian and U.S. securities laws. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Vireo, C21, or their respective subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management's experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.Although Vireo and C21 believe that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because neither Vireo nor C21 can give any assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the timing and content of adult-use legislation in markets where Vireo or C21 currently operates; current and future market conditions, including the market price of the subordinate voting shares of Vireo; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of Vireo or C21 to raise additional financing to continue as a going concern; Vireo's and C21's ability to meet the demand for flower in their various markets; and risk factors set out in C21's Annual Report on Form 20-F for the fiscal year ended March 31, 2026 and Vireo's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under each company's profile on SEDAR+ at www.sedarplus.ca.The statements in this press release are made as of the date of this release. Except as required by law, neither Vireo nor C21 undertake any obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.SOURCE C21 Investments Inc. Original: Vireo Growth Inc. and C21 Investments Inc. Announce Definitive Arrangement Agreement

C21 Investments Reports Fourth Quarter and Fiscal Year End Financial ResultsJune 11, 2026 6:57 PM
PR Newswire (Canada) Record Customer Transactions of 725,000 for the Fiscal Year, up +16% from FY25VANCOUVER, BC, June 11, 2026 /CNW/ - C21 Investments Inc. (CSE: CXXI) and (OTCQX: CXXIF) ("C21" or the "Company"), a vertically integrated cannabis company, today announced the filing of its audited financial statements and management discussion and analysis for its fourth quarter and fiscal year ending March 31, 2026, on SEDAR. The Company's financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). All currency is reported in U.S. dollars. Fiscal Year Highlights (April 1, 2025 to March 31, 2026)Revenue of $32.6 million – up 8.3% over the previously reported fiscal year; State of Nevada sales down 10% over the comparative periodsGross Margin of 42% – unchanged from the previous yearIncome from Operations of $2.3 million – up 78% year-over yearNet Income Before Tax of $1.4 million – up 249% over the prior yearEarnings (Loss) Per Share of ($0.03) – flat from the previous year – primarily impacted by Income TaxesAdjusted EBITDA2 of $5.5 million – up 13% year-over-yearFree Cash Flow2 before working capital changes and taxes of $4.6 million – up 13% from the prior fiscal yearRecord 725,000 Customer Transactions, up 16% over the previous yearCurrent Liabilities reduced by $1.6 millionFourth Quarter Highlights (January 1, 2026 to March 31, 2026):Revenue of $7.5 million – down 8% from Q3 due to seasonality and price compression; Record Fourth Quarter Customer Transactions of over 175,000Gross Margin of 43.5% - up 530 basis points over the third quarterNet Income Before Tax of $0.5 million – up 101% over Q3Earnings (Loss) Per Share of ($0.01) – relatively flat over the previous quarter – primarily impacted by Income TaxesAdjusted EBITDA1 of $1.2 million – up 12% over Q3Free Cash Flow2 before working capital changes and taxes of $0.9 million – flat over Q3Q4 and Fiscal Year End Management and Operational Commentary:CEO and President Sonny Newman commented: "Our strong fiscal year results reflect the soundness of our strategy, the strength of our brand, and our team's ability to execute. In a highly competitive and challenging market environment, we delivered an 8% revenue increase over the prior year, even as Nevada state sales declined by 10%, demonstrating the resilience of our business model and the effectiveness of our operating approach.Our performance is rooted in the fundamentals that have long differentiated our business: high-quality products, a trusted retail experience, loyal customers, and consistent execution. These strengths are evident in the continued growth of our customer base, with record customer transactions of 725,000, up 16% year-over-year, and in the performance of our South Reno location, which has delivered 143% organic sales growth from its first full month of operations through May 2026.As we look ahead, we remain focused on disciplined growth, strong free cash flow generation, and pursuing attractive strategic opportunities that build on our foundation and create meaningful value for shareholders."For the fiscal year, Revenue was $32.6 million, up 8.3% over the previous year, driven by a 9.1% increase in retail sales growth on record customer transactions. Q4 revenue of $7.5 million was down 8% from Q3, due to seasonality and price compression.Gross Margin of 42% for the year was flat from the previous fiscal year. For the fourth quarter, Gross Margin was 43.5%, an improvement of 530 basis points over Q3. The improvement was driven by strong demand for new in-house products.C21 reported Income from Operations of $2.3 million for the year, up 78% from the previous year. This strong operating margin was driven by the increase in retail sales while maintaining stable Operating Expenses. For the fourth quarter, Income from Operations was $0.5 million, up 38% from Q3 due to higher gross margin and slightly lower SG&A.The Company reported a Net Loss of $3.2 million for the year, or ($0.03) per share. Net Loss was primarily impacted by $4.6 million in Income Tax.  The Company generated $1.4 million in Net Income Before Tax for the year, up 249% year-over-year. For Q4, Earnings (Loss) Per Share was ($0.01). Net Income Before Tax for the fourth quarter was $0.5 million, up 101% from Q3.Adjusted EBITDA2 was $5.5 million for the year, up 13% year-over-year. The increase in Adjusted EBITDA was driven by the improved retail sales on relatively stable costs. For Q4, Adjusted EBITDA was $1.2 million, up 12% from the previous quarter.Free Cash Flow2 before working capital changes was $4.6 million for the year, up 13% year-over-year. For Q4, Free Cash Flow2 before working capital changes was $0.9 million, flat over the third quarter.Cash at the end of Q4 was down $0.2 million from Q3. Cash uses for the year included $2.5 million in Income Tax paid, $1.3 million in debenture principal repayment, $1.1 million in settlement liability repayment, as well as common share purchases. Current Liabilities were reduced $1.6 million for the year.During the year, the Company purchased for cancellation 479,000 common shares pursuant to a NCIB (see MD&A). As of June 11, 2026, the Company has 118,678,994 shares outstanding.Based on legal interpretations and opinions that challenge its tax liability under Section 280E Internal Revenue Code of 1986, the Company has taken the position that it does not owe taxes attributable to the application of this Section of the Code.  The Company has refiled amended U.S. federal income tax returns for the years ended January 31, 2022, January 31, 2023, January 31, 2024, and the two months ended March 31, 2024. Management exercises significant judgment when assessing the probability of successfully sustaining the Company's tax filing positions, and in determining whether a contingent tax liability should be recorded and, if so, estimating the amount. See disclosure of Risk Factors in the MD&A.Non-GAAP Measures:C21 reports its financial results in accordance with GAAP and uses a number of financial measures when assessing its results and measuring overall performance. Some of these financial measures and ratios are not calculated in accordance with GAAP. The Company refers to certain Non-GAAP financial measures such as "Free Cash Flow", "Adjusted EBITDA" and "same store sales". These measures do not have any standardized meanings prescribed by GAAP and may not be comparable to similar measures presented by other issuers. The Company considers these measures to be an important indicator of the financial strength and performance of its business. The Company believes the adjusted results presented provide relevant and useful information for investors because they clarify the Company's actual operating performance, make it easier to compare the Company's results with those of other companies and allow investors to review performance in the same way as the management of the Company. Since these measures are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, the Company's reported results as indicators of the Company's performance, and they may not be comparable to similarly named measures from other companies. The tables below provide reconciliations of Non-GAAP financial measures to the most directly comparable GAAP measures."Free Cash Flow" is defined as Cash Provided by Operating Activities from Continuing Operations adding back income tax expense and before changes in working capital, minus capital expenditures. Management believes that Free Cash Flow, which measures our ability to generate cash from our continuing business operations, is an important financial measure for use in evaluating the Company's financial performance.  Free Cash Flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity.Fiscal Year Free Cash Flow:Year EndedMarch 31, 2026March 31, 2025Cash Provided by Operating Activities before
taxes and changes in working capital
(continuing operations)$  4,803,570$  4,432,159Purchase of Property and Equipment(244,838)(406,733)Free Cash Flow$  4,558,732$  4,025,426"Adjusted EBITDA" is defined as EBITDA (earnings before depreciation and amortization, depreciation and interest in cost of sales, income taxes, and interest) less accretion, loss from discontinued operations, one-time transaction costs and all other non-cash items. The Company has presented "Adjusted EBITDA" because its management believes it is a useful measure for investors when assessing and considering the Company's continuing operations and prospects for the future.  Furthermore, "Adjusted EBITDA" is a commonly used measurement in the financial community when evaluating the market value of similar companies.Fiscal Year Adjusted EBITDA Year EndedMarch 31, 2026March 31, 2025Net Income (Loss)$  (3,243,718)$  (3,969,542)


Interest & accretion559,259803,546Provision for Income Taxes4,614,4284,151,650Depreciation and Amortization1,780,1821,706,012Depreciation and Interest in COGS812,368812,366EBITDA$  4,522,519$  3,504,032Change in FV of derivative liability(29,160)(52,257)Share based compensation236,779849,559Loss (gain) from discontinued operations8,080212,813One-time special project costs408,681187,543Production curtailment, non-cash inventory adjustments-28,700Other gain/loss369,398135,446  Adjusted EBITDA $  5,516,297$  4,865,836Fiscal Year Balance Sheet Summary:






Year Ended
(US$)March 31, 2026March 31, 2025



Assets





Cash2,234,3062,625,461



Inventory4,590,5464,051,425



Other current, notes receivable1,482,502827,229



Current Assets8,307,3547,504,115



Fixed Assets/Goodwill/Intangibles, deferred tax asset46,111,59748,692,868



Total Assets54,418,95156,999,749










Liabilities





Accounts payable1,861,1712,148,153



Convertible Debentures (current portion)732,638977,817



Income taxes payable1,654,8542,833,991



Settlement Liability – current portion1,200,000-



Other notes, current lease, deferred revenue938,6671,997,082



Current Liabilities6,387,3307,957,043



Lease liabilities9,136,3079,771,124



Convertible Debentures-710,367



Settlement Liability (non-current)100,000-



Derivative liability, Deferred tax-62,641



Uncertain tax position13,362,0099,822,797



Total Liabilities28,985,64628,323,972










Shareholders' Equity25,433,30528,675,777



Total Liabilities and Shareholders' Equity54,418,95156,999,749










Fiscal Year Summary Income Statement:


Year Ended(US$)March 31, 2026March 31, 2025Revenue32,614,51330,117,880Cost of Sales19,009,39317,558,940Gross Profit13,605,12012,558,940Gross Margin%42 %42 %Total Expenses11,326,83311,277,284Income from Operations2,278,2871,281,656Income Tax Expense(4,614,428)(4,151,650)Net Income (Loss)(3,243,718)(3,969,542)Earnings (Loss) Per Share(0.03)(0.03)About C21 Investments Inc.C21 Investments Inc. is a vertically integrated cannabis company that cultivates, processes, and distributes 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 with high-growth potential multi-market branded consumer packaged goods. The Company owns Silver State Relief and Silver State Cultivation in Nevada, including legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms. These brands produce and distribute a broad range of THC and CBD products from cannabis flowers, pre-rolls, cannabis oil, vaporizer cartridges and edibles. Based in Vancouver, Canada, additional information on C21 can be found at www.sedarplus.com and www.cxxi.ca.Cautionary Note Regarding Forward-Looking Information and Statements:This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "Forward-Looking Statements"). Forward-Looking Statements in this news release include but are not limited to the Company's focus on strong free cash flow generation and actively pursuing additional accretive opportunities while maintaining its relentless focus on driving shareholder value.  Such Forward-Looking Statements represent the Company's beliefs and expectations regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.Forward-Looking Statements are based on assumptions, estimates, analyses and opinions of management of the Company at the time they were provided or made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including: achieving the anticipated results of the Company's strategic plans; and general economic, financial market, regulatory and political conditions in which the Company operates.A variety of factors, including known and unknown risks, many of which are beyond the Company's control, could cause actual results to differ materially from the Forward-Looking Statements in this news release. Such factors include, without limitation: risks and uncertainties arising from: the inability to effectively manage growth; inputs, suppliers and skilled labour being unavailable or available only at uneconomic costs; the adequacy of the Company's capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute the Company's business plan (either within the expected timeframe or at all); changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws generally and adverse future legislative and regulatory developments involving medical and recreational marijuana; the risks of operating in the marijuana industry in the United States, risks associated with the Company's position that it does not owe taxes attributable to the application of Section 280E of the Internal Revenue Code of 1986 and those other risk factors discussed in the Company's 20F filing with the U.S. Securities and Exchange Commission, and the Company's latest annual information form and management's discussion and analysis as filed under the Company's profile on SEDAR+.Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the Forward-Looking Statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such Forward-Looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Should assumptions underlying the Forward-Looking Statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.The Forward-Looking Statements contained in this news release are made as of the date of this news release, and the Company does not undertake to update any Forward-Looking Statements that are contained or referenced herein, except in accordance with applicable securities laws.Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release._________________1Refer to "Non-GAAP Measures" disclosure at the end of this news release for a description and calculation of these measures SOURCE C21 Investments Inc. Original: C21 Investments Reports Fourth Quarter and Fiscal Year End Financial Results

C21 Investments Reports Third Quarter Financial ResultsFebruary 10, 2026 7:00 AM
PR Newswire (Canada)

Retail Sales Growth of +4% Year-Over-Year and continued positive Free Cash FlowVANCOUVER, BC, Feb. 10, 2026 /CNW/ - C21 Investments Inc. (CSE: CXXI) (OTCQX: CXXIF) ("C21" or the "Company"), a vertically integrated cannabis company, today announced the filing of its interim financial statements and management discussion and analysis for its third quarter ending December 31, 2025, on SEDAR. The Company's financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). All currency is reported in U.S. dollars.







Third Quarter Highlights (October 1, 2025 to December 31, 2025) ("Q3"):Revenue of $8.1 million - up 3% year-over-year - driven by a 4% increase in same store sales2, slightly offset by lower wholesale sales; State of Nevada sales were down 4% from the comparable period last year1Gross Margin of 38.2% - down from the previous year due to Nevada market pricing pressure and seasonalityIncome from Operations of $0.4 million; Net Income Before Tax of $0.2 millionEarnings (Loss) Per Share of ($0.01) - down from ($0.00) last year, primarily impacted by Income Tax provisionsAdjusted EBITDA2 of $1.1 millionFree Cash Flow2, before working capital changes and taxes, of $1.0 million; $0.6 million Income Tax paid in the quarterCurrent Liabilities down $1.7 million year-to-date; $1.9 million Income Tax paid year-to-dateRenewed Normal Course Issuer Bid (see news release dated December 5, 2025)______________________________
1 State of Nevada cannabis sales: https://www.headset.io/markets/nevada2 Refer to "Non-GAAP Measures" disclosure at the end of this news release for a description and calculation of these measuresQ3 Management and Operational Commentary:CEO and President, Sonny Newman: "Our 4% same-store sales growth in the third quarter, compared with a 4% decline in overall Nevada market sales, extends our track record of relative outperformance in what remains a challenging operating environment. The quarter was marked by heightened pricing pressure and seasonal softness; nevertheless, our performance clearly underscores the resilience of our retail franchise.Our balance sheet remains strong. We materially reduced current liabilities, both during the quarter and year-to-date, through continued cash flow generation, which allowed us to reduce payables, current taxes, debenture principal, and scheduled reductions in other short-term obligations.Our loyal customer base continued to drive our superior business results, with all three dispensaries delivering year-over-year transaction growth. Given the persistent pressure on wholesale pricing, we maintained our emphasis on retail-led revenue in the quarter.In summary, we delivered same-store sales growth and positive free cash flow, extending a trend that has been consistent across recent quarters. Given our outlier performance relative to the market, we remain focused on pursuing strategic opportunities that we believe can further enhance long-term shareholder value."Q3 revenue of $8.1 million was up 3% over the previous year, despite a 4% decline in Nevada sales over the comparative period1. Retail sales were up 4% year-over-year but down sequentially due to seasonality, and was offset by slightly lower wholesale sales in the quarter versus the previous year.Gross Margin of 38.2% in the third quarter was down year-over-year, due to retail pricing pressure and seasonality, including discounting around the holidays.C21 reported Income from Operations of $0.4 million in the third quarter, down from the previous year due to higher cost of goods sold. SG&A costs were down $0.3 million sequentially and relatively flat year-over-year.The Company reported a Net Loss of $0.6 million in the third quarter, or ($0.01) per share, versus a Net Loss per share of ($0.00) in the previous third quarter. Q3's Net Loss was primarily due to Income Tax provisions. The Company generated $0.2 million Net Income Before Tax for Q3.Q3 Adjusted EBITDA2 was $1.1 million, down over the previous Q3 due to lower gross margin.Q3 Free Cash Flow2 before working capital changes was $1.0 million.Cash at the end of Q3 was down due to $0.6 million in Income Tax paid, $0.3 million debenture principal retirement, and a $0.6 million reduction in payables and other scheduled short-term obligations, all in the third quarter. Year-to-date, Current Liabilities have been reduced by $1.7 million and Income Tax paid was $1.9 million.Based on legal interpretations and opinions that challenge its tax liability under Section 280E of the U.S. Internal Revenue Code of 1986, as amended (the "Code") the Company has taken the position that it does not owe taxes attributable to the application of this Section of the Code. The Company refiled amended U.S. federal income tax returns for the years ended January 31, 2022, January 31, 2023, January 31, 2024, and the two months ended March 31, 2024. Management exercises significant judgment when assessing the probability of successfully sustaining the Company's tax filing positions, and in determining whether a contingent tax liability should be recorded and, if so, estimating the amount. See disclosure of Risk Factors in the MD&A.Non-GAAP Measures:C21 reports its financial results in accordance with GAAP and uses a number of financial measures when assessing its results and measuring overall performance. Some of these financial measures and ratios are not calculated in accordance with GAAP. The Company refers to certain non-GAAP financial measures such as "Free Cash Flow", "Adjusted EBITDA" and "same store sales". These measures do not have any standardized meanings prescribed by GAAP and may not be comparable to similar measures presented by other issuers. The Company considers these measures to be an important indicator of the financial strength and performance of its business. The Company believes the adjusted results presented provide relevant and useful information for investors because they clarify the Company's actual operating performance, make it easier to compare the Company's results with those of other companies and allow investors to review performance in the same way as the management of the Company. Since these measures are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, the Company's reported results as indicators of the Company's performance, and they may not be comparable to similarly named measures from other companies. The tables below provide reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures."Free Cash Flow" is defined as Cash Provided by Operating Activities from Continuing Operations adding back income tax expense and before changes in working capital, minus capital expenditures. Management believes that Free Cash Flow, which measures our ability to generate cash from our continuing business operations, is an important financial measure for use in evaluating the Company's financial performance. Free Cash Flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity.Q3 Free Cash Flow:
Q3Q2Q1Q4Q3Quarter Ended (except as noted)December 31, 2025September 30, 2025June 30, 2025March 31, 2025Dec. 31, 2024Cash Provided by Operating
Activities before taxes and changes
in working capital (continuing
operations)$ 988,880$ 1,864,309$ 942,348$ 1,582,088$ 1,726,751Purchase of Property and
Equipment(37,329)(9,900)(37,329)(31,434)(144,908)Free Cash Flow$ 951,551$ 1,854,409$ 905,019$ 1,550,654$ 1,581,843"Adjusted EBITDA" is defined as EBITDA (earnings before depreciation and amortization, depreciation and interest in cost of sales, income taxes, and interest) less accretion, loss from discontinued operations, one-time transaction costs and all other non-cash items. The Company has presented "Adjusted EBITDA" because its management believes it is a useful measure for investors when assessing and considering the Company's continuing operations and prospects for the future. Furthermore, "Adjusted EBITDA" is a commonly used measurement in the financial community when evaluating the market value of similar companies.Q3 Adjusted EBITDA:










Q3Q2Q1Q4Q3
December 31, 2025September 30, 2025June 30, 2025March 31, 2025Dec. 31, 2024Net Income (Loss)$ (610,740)$ (486,655)$(758,820)$(1,581,297)$(130,941)





Interest & accretion126,145156,321180,598196,905231,358Provision for Income Taxes833,1001,117,100825,5002,232,750722,800Depreciation and Amortization443,412444,582445,616445,042445,992Depreciation and Interest in COGS203,092203,092203,092203,091-EBITDA$ 995,009$ 1,434,440$ 895,986$ 1,496,491$ 1,269,209Change in FV of derivative liability---(52,257)-Share based compensation49,81750,44993,945136,757143,493Loss (gain) from discontinued operations1,5404,9831,86151,71249,663One-time special project costs-289,911118,77070,000-Other gain (loss)4,139436,599(41,726)(10,602)105,234 Adjusted EBITDA $ 1,050,505$ 2,216,382$1,068,836$ 1,692,102$ 1,567,599"same store sales" is a supplementary financial measure which the Company uses to evaluate its financial performance in its retail segments. Same store sales provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company's sales trends. Same store sales refers to the revenue generated by the Company's existing retail locations during the current and prior comparison periods.Q3 Balance Sheet Summary:






 (US$)December 31, 2025March 31, 2025
Assets


Cash2,418,5612,625,461
Inventory4,257,0414,051,425
Other current, note receivable, assets held for sale1,623,380827,229
Current Assets8,298,9827,504,115
Note receivable-802,766
Fixed Assets/Goodwill/Intangibles46,592,26148,692,868
Total Assets54,891,24356,999,749




Liabilities


Accounts payable1,607,1682,148,153
Convertible promissory notes-1,156,259
Convertible Debentures (current portion)1,030,000977,817
Income taxes payable1,544,4152,833,991
Other, current lease, Settlement liability2,110,0491,997,082
Current Liabilities6,291,6327,957,043
Convertible Debentures-710,367
Lease liabilities9,309,1199,771,124
Uncertain tax position11,988,0739,822,797
Derivative liability, Deferred tax, Settlement liability464,00162,641
Total Liabilities28,052,82528,323,972




Shareholders' Equity26,838,41828,675,777
Total Liabilities and Shareholders' Equity54,891,24356,999,749
Q3 Summary Income Statement:
Q3Q2Q1Q4Q3(US$)December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024Revenue8,140,7528,470,2928,553,3738,105,5127,907,812Cost of Sales5,029,7844,201,8185,569,3824,477,0484,272,868Gross Profit3,110,9684,268,4742,983,9913,628,4643,634,944Gross Margin%38 %50 %35 %45 %46 %Total Expenses2,756,7843,040,1262,776,5782,791,2522,656,830Income from Operations354,1841,228,348207,413837,212978,114Income Tax Expense(833,100)(1,117,100)(825,500)(2,232,750)(722,800)Net Income (Loss)(610,740)(486,655)(755,098)(1,581,297)(130,941)Earnings (Loss) Per Share(0.01)(0.00)(0.01)(0.01)(0.00)About C21 Investments Inc.
C21 Investments Inc. is a vertically integrated cannabis company that cultivates, processes, and distributes 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 with high-growth potential multi-market branded consumer packaged goods. The Company owns Silver State Relief and Silver State Cultivation in Nevada, including legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms. These brands produce and distribute a broad range of THC and CBD products from cannabis flowers, pre-rolls, cannabis oil, vaporizer cartridges and edibles. Based in Vancouver, Canada, additional information on C21 can be found at www.sedarplus.com and www.cxxi.ca.Cautionary Note Regarding Forward-Looking Information and Statements:This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "Forward-Looking Statements"). Forward-Looking Statements in this news release include but are not limited to the Company's focus on pursuing strategic opportunities that it believes can further enhance long-term shareholder value and the Company's refiled amended U.S. federal income tax returns for the years ended January 31, 2022, January 31, 2023, January 31, 2024, and the two months ended March 31, 2024 in connection with the Company's position that it does not owe taxes attributable to the application of Section 280E of the Code. Such Forward-Looking Statements represent the Company's beliefs and expectations regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.Forward-Looking Statements are based on assumptions, estimates, analyses and opinions of management of the Company at the time they were provided or made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including: achieving the anticipated results of the Company's strategic plans; and general economic, financial market, regulatory and political conditions in which the Company operates.A variety of factors, including known and unknown risks, many of which are beyond the Company's control, could cause actual results to differ materially from the Forward-Looking Statements in this news release. Such factors include, without limitation: risks and uncertainties arising from: the inability to effectively manage growth; inputs, suppliers and skilled labour being unavailable or available only at uneconomic costs; the adequacy of the Company's capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute the Company's business plan (either within the expected timeframe or at all); changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws generally and adverse future legislative and regulatory developments involving medical and recreational marijuana; the risks of operating in the marijuana industry in the United States, risks associated with the Company's position that it does not owe taxes attributable to the application of Section 280E of the Code and those other risk factors discussed in the Company's 20F filing with the U.S. Securities and Exchange Commission, and the Company's latest annual information form and management's discussion and analysis as filed under the Company's profile on SEDAR+.Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the Forward-Looking Statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such Forward-Looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Should assumptions underlying the Forward-Looking Statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.The Forward-Looking Statements contained in this news release are made as of the date of this news release, and the Company does not undertake to update any Forward-Looking Statements that are contained or referenced herein, except in accordance with applicable securities laws.Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE C21 Investments Inc.

Original: C21 Investments Reports Third Quarter Financial Results

Here's the latest from GreenEntrprnr article from CEO, Sonny Newman, on the importance of generating positive cash flow
https://www.greenentrepreneur.com/article/363119

about frikkin time

This one has been ripping - fun to see. No love from the board

LoL..............

Your wish is my command....(sort of)

Please keep us posted (if necessary)- That is, should you perceive a JUICY entry opportunity (like say a pullback to .90 cents)

It's somewhat in a no-mans land right now, altho it DID rather nicely ? break on out thus making the green oval a bit magnetic

can you rechart this one again? its been on a tear

C21 Investments Inc. added to the OTC, ticker CXXIF.

https://otce.finra.org/otce/dailyList?viewType=Additions

My Reverse Cup and Handle (invention) does not seem to be playing out quite as anticipated (its' 1.80 failed to hold)




Oooops - The above one says 1.80 and this (below) one 1.70









The Original though used 1.80 so, hmmmmmm

Must have been within a month (he mentioned where the stock was trading recently "around $2").

when is this video from?

Oh it's YOU who like the apples (I addressesed this to cdh (who ALSO caught this action ealy - you on February 5th before todays' Giant Apples Upspike = Up today by 19.5




Great find - Nice DD (cdh11)- Is currently 6 months later
Looks like things might just be happeninin - Whatever they are -
I have yet to examine - Don't rally need to when one can "read" charts =
For eg. - Here I've just invented a Reverse Cup and Saucer
Noticed you reporting that BNN heaped great praise upon them
They've reported well the developments
You also - Thanks


ca: CXXI - Day 1 - Haven't yet hoid of these guys here
But am not surprised : There's a number of these and
Oh how us Cdn 's love these duo-listings !
I guess they're listed on us because cause we're so willing to back 'em !
Anyways - nice find - can see ya've been tracking them for a nice while


How 'bout them apples !!!???.......(cdh 11 was praising them back in mid-Sept)






Re : Oh - Yeah - (cdh) re CLIQ - That was a very good question them


For they were certainly very robust today !



I'm gonna call todays' move - Not just the reverse cup and saucer play but also the old 1.80 breakout play




Love those 1.80 patterns




They rarely "develop"




Reminds me of a couple of old oil and gas plays




Anyways......Off to do maybe a bit of dd

edit
6 followers - lol!.

CXXI.CA


http://schrts.co/memJeBRE

yeah and still no USA listing and its flying

Boom! How do you like them apples?

TD has it

I tried that and Fidelity came up with zero.

I think it’s CXXIF

Funny the company still has not managed to get on any of the US exchanges.

Why so quiet on here? Something big brewing here...

Not sure, one of my peeps alerted me to this stock. I'm still sitting on the sidelines though.

Hello? huge explosion underway here?!?

When will we be able to buy this from USA brokers

load up this week folks, gonna get big push
american potstocks seeing major upside vs Canadian pot stocks are more articles disscuss USA becoming more and more legal and its bar none the biggest market in the world! $cxxi taking a STRANGLE HOLD on the market share!!

cxxi looking like record volume day yet again! American plays investors taking notice of this massive market. $cxxi.c projecting 70-90mill revs 2019 And 100-130million 2020... US listing coming


Chris Parry’s Sept 4, 2018 article, “Canopy Growth Corp (WEED.T) has $5 billion to buy something: What’s on the list?” – identified C21 Investments as a potential target: “C21 Investments is a total bargain,” wrote Parry, “They’re buying up grow facilities, processing facilities, and dispensaries, putting serious effort into branding, and in quick time they’ve amassed significant revenue


Guys have a look at $cxxi.c reveune monster! Bruce Campbell talked big about it on webinar yesterday. Trading at 1x P/S vs rest 10-15x. Huge deals in works. Silver state alone is 27million usd reveune company. Closes September !! Here is a good link to show some good metrics on CXXI and comparable companies on pages 6-9 https://cxxi.ca/wp-content/uploads/2018/08/C21_PitchDeck_8-27-18.pdf note the metrics are based on share prices back in early August before WEED's almost double in share price


Listen to 10:45 Mark Bruce talks cxxi the ONLY public Co he brought up!!https://register.gotowebinar.com/recording/viewRecording/4867559260033992195/6806419373002972418/stocks@gmx.com?registrantKey=8847935388849464076&type=ATTENDEEEMAILRECORDINGLINK


$100million reveune company! 45million shares out and going to close in sept!!

14:00min to 19:00 min cxxi ceo on bnn$$$$ https://www.bnnbloomberg.ca/the-real-economy/the-real-economy-for-tuesday-august-14-2018~1457370

https://webfiles.thecse.com/C21Presidents_Letter_to_ShareholdersAug27-18.pdf?sPjGjbaBTBncxo1k2L3LyGV2XdD5e566
Read more at http://www.stockhouse.com/companies/bullboard/t.weed/capital-gold-corporation?postid=28638813#3aXKSMS8rByZQeuW.99

$CXXI to list on American exchange this week imo https://www.stockwatch.com/News/Item.aspx?bid=Z-C%3aCXXI-2662367&symbol=CXXI®ion=C

Nevermind, I got the answer I was looking for :). This is going to be an exciting Q4 of this year!

Can I ask where you see that? Just would like to read it for myself. I see a lot about the deals in acquisitions closing in Q4 of this year, and the plan to raise funds with them through debt or equity financing....but haven't found any evidence of them planning on listing in the US.

Listing comes next month

Find it interesting that this company does most of it's business in USA, but does have USA listing.

18 M/5.98 M = EPS = $ 3

Let see if it works out

This ones going to be a monster!! Bruce Campbell top pick imo on bnn. They calling 70-90million REV next year. Massive deals close end of sept.

Earnings Per Share (EPS) = -0.03 = KEY NUMBER

Shares in Issue = 5.98M

Market Cap =$ 5.68M

CXXI ONE MONTH



http://schrts.co/SefHjY

Just running over the numbers again, assuming these acquisitions close, if I apply a 10x multiple to the forecasted 14 million EBITDA for 2019 I get $2.56 per share on a fully diluted basis. if I use the high end EBITDA of 18 million I get $3.29 per share

If you use a higher multiple of say 20x EBITDA for 2019 I get a share price of $5.12 for 14 million EBITDA and $6.59 for 18 million EBITDA.

If I use 20x 2020 forecasted EBITDA numbers of 26 million and 31 million I get a share price of $9.52 and $11.35

These are best case scenario numbers but in all reality I think this will trade somewhere between 2.50 and 10 bucks by year end depending on how high the market decides to value this thing.

If the Weed market in Canada crashes after legalization and it ruins sentiment and causes multiples to tank then anything can happen but I think we all can agree that 1.69 is still very undervalued here
1
about an hour ago

american potstocks seeing major upside vs Canadian pot stocks are more articles disscuss USA becoming more and more legal and its bar none the biggest market in the world! $cxxi taking a STRANGLE HOLD on the market share!!

Chris Parry’s Sept 4, 2018 article, “Canopy Growth Corp (WEED.T) has $5 billion to buy something: What’s on the list?” – identified C21 Investments as a potential target: “C21 Investments is a total bargain,” wrote Parry, “They’re buying up grow facilities, processing facilities, and dispensaries, putting serious effort into branding, and in quick time they’ve amassed significant revenue


Guys have a look at $cxxi.c reveune monster! Bruce Campbell talked big about it on webinar yesterday. Trading at 1x P/S vs rest 10-15x. Huge deals in works. Silver state alone is 27million usd reveune company. Closes September !! Here is a good link to show some good metrics on CXXI and comparable companies on pages 6-9 https://cxxi.ca/wp-content/uploads/2018/08/C21_PitchDeck_8-27-18.pdf note the metrics are based on share prices back in early August before WEED's almost double in share price


Listen to 10:45 Mark Bruce talks cxxi the ONLY public Co he brought up!!https://register.gotowebinar.com/recording/viewRecording/4867559260033992195/6806419373002972418/stocks@gmx.com?registrantKey=8847935388849464076&type=ATTENDEEEMAILRECORDINGLINK


$100million reveune company! 45million shares out and going to close in sept!!

14:00min to 19:00 min cxxi ceo on bnn$$$$ https://www.bnnbloomberg.ca/the-real-economy/the-real-economy-for-tuesday-august-14-2018~1457370

https://webfiles.thecse.com/C21Presidents_Letter_to_ShareholdersAug27-18.pdf?sPjGjbaBTBncxo1k2L3LyGV2XdD5e566

Read more at http://www.stockhouse.com/companies/bullboard?symbol=c.cxxi&postid=28609263#pLhZosrUJjyT3Fet.99