C21 Investments Enters Into Definitive Agreement for the Acquisition of Swell Companies Limited

Swell is a cannabis extraction and consumer packaged goods manufacturing company in Oregon.

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November 5, 2018

VANCOUVER, November 2, 2018 – PRESS RELEASE – C21 Investments Inc. has announced that it has entered into definitive agreements for the July 9, 2018 announced acquisition of Swell Companies Limited. Swell is an extraction, manufacturer and distributor of THC and CBD products. Swell has more than 50 of its branded products available in over 275 licensed retail locations across Oregon. Raw oil, encapsulates and vaporizers are distributed under its in-house brands: Dab Society Extracts and Hood Oil. The capacity of Swell’s Portland processing facility will reach up to 5,000 lbs of raw material throughput a month. This throughput will translate into 220,000 to 270,000 grams of processed, oil-based extracts per month, making Swell one of the largest processing groups in Oregon. Additionally, a new state-of-the-art facility located in Bend, Ore., will be operational in December, adding a further capacity to process 1,200 lbs of raw material per month delivering a further 65,000 grams of processed high-quality extracts monthly.

“Swell is C21 Investment’s fourth U.S. operation within its asset portfolio to sign a definitive agreement,” said Robert Cheney, president and CEO of C21 Investments. “Acquiring Swell fulfills a critical segment in the company’s expansion strategy making C21 Investments a leading force in processing and manufacturing in the United States."

“Consumption of cannabis concentrates, such as vapes and edibles, saw a 49-percent increase in 2018,” said Alleh Lindquist, CEO of Swell. “This segment is quickly becoming the most significant component in cannabis consumption and with the support of C21, Swell will have the necessary resources to further expand its extraction and manufacturing capabilities to new markets."

Terms of Swell Companies Acquisition

Upon receipt of approval of the Oregon Liquor Control Commission, and satisfaction of other customary closing conditions, C21 Investments is to acquire all of the outstanding shares in the capital stock of Swell. The aggregate purchase price payable is (1) US$500,000 payable in cash on closing; plus (2) US$4,150,000 minus certain pre-closing liabilities of Swell, payable by the issue of common shares of C21 on closing at a deemed issue price of USD$3.00 per share, plus (3) US$ 3,200,000 minus certain assumed indebtedness of Swell, payable by the issue of C21 shares at a deemed issue price of USD$3.00 per share, plus (4) warrants to purchase 1,580,000 C21 shares at an exercise price of CA$1.50 per share, plus (5) up to an additional 6,000,000 C21 shares upon C21’s business achieving certain performance targets over up to a 5-year period following the closing date, at a deemed issue price of US3.00 per share.