C21 Investments Inc. Announces Definitive Arrangement Agreement with Vireo Growth Inc.

C21 Investments Inc. and Vireo Growth Inc. have entered into a definitive arrangement agreement whereby Vireo will acquire all of C21's issued and outstanding common shares. This acquisition is expected to expand Vireo's operating footprint in Nevada, adding three leading dispensaries and approximately 104,000 sq. ft. of cultivation and production capacity. The transaction, valued at an exchange ratio of 0.023052 Vireo shares per C21 share, has been unanimously approved by the boards of directors of both companies. C21's Special Committee, after a comprehensive review, recommended the transaction, and an independent fairness opinion from Needham & Company, LLC supports its financial fairness to C21 shareholders. The transaction requires C21 shareholder approval, court approval, and other customary closing conditions. Upon completion, C21 shares are expected to be delisted from the Canadian Securities Exchange and the OTCQX Market. This strategic move aims to enhance Vireo's market share in Nevada and leverage C21's established operations and brands.