Mr. Michael Kidd reports

C21 SHAREHOLDERS APPROVE ARRANGEMENT WITH VIREO GROWTH INC.

C21 Investments Inc. shareholders approved, at the special meeting of C21's shareholders held earlier today, the special resolution in respect of a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which Vireo Growth Inc. will acquire all of the issued and outstanding common shares of C21, after conversion of all subordinate voting shares of C21.

The arrangement resolution was passed with approval by 96.58 per cent of votes cast by C21 shareholders at the meeting in person or by proxy, and by 96.48 per cent of votes cast by C21 shareholders at the meeting in person or by proxy excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

C21 plans to apply for a final order of the Supreme Court of British Columbia for approval of the arrangement on Aug. 13, 2026. Assuming the satisfaction or waiver of other customary closing conditions and subject to the receipt of all relevant regulatory and court approvals, the arrangement is expected to close on or about Aug. 21, 2026.

About C21 Investments Inc.

C21 Investments 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 multimarket 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 tetrahydrocannabinol and cannabidiol products from cannabis flowers, prerolls, cannabis oil, vaporizer cartridges and edibles. The company is based in Vancouver, Canada.

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