Mr. John Mazarakis of Vireo reports

VIREO GROWTH INC. AND C21 INVESTMENTS INC. ANNOUNCE DEFINITIVE ARRANGEMENT AGREEMENT

Vireo Growth Inc. and C21 Investments Inc. have entered into a definitive 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) in exchange for Vireo shares (as defined below). Pursuant to the terms of the arrangement agreement, each shareholder of C21 will receive 0.023052 of a subordinate voting share of Vireo in exchange for each C21 share held. 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 multistate operator currently operating in 10 states across the United States.

Strategic review process

The board of directors of C21 formed a special committee to evaluate and consider the transaction. Following a comprehensive review conducted with the assistance of independent financial advisers and legal advisers, the special committee unanimously recommended that the C21 board approve the transaction.

Management commentary

Vireo'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 U.S. 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 recommendation

The 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.

C21 shareholder approvals

The transaction will be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (British Columbia) 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 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 favour of the transaction.

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 favour of C21. The arrangement agreement also provides for a termination fee of $3-million (U.S.) 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+ and on EDGAR.

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 advisers

Needham & Company is acting as financial adviser 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 (U.S.) LLP is acting as United States legal counsel to Vireo.

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 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 multimarket 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, prerolls, cannabis oil, vaporizer cartridges and edibles.

About Vireo Growth Inc.

Vireo Growth 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.

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