C21 acquires Grön Chocolate and Confections




C21 Investments Inc. (CSE: CXXI) has entered into an agreement to acquire Grön Chocolate LLC and Grön Confections (GrönCBD) LLC. and the transaction is expected to close by November 1, 2018.

C21 has agreed to pay Grön unit holders US$6.8 million plus the bonus earn-out shares of US$4.375 million.

News Release
Cannabis firm expands into edibles to deepen product shelf

VANCOUVER, August 13, 2018 — C21 Investments Inc. (CSE: CXXI) today announced it has entered into an agreement to acquire Grön Chocolate LLC and Grön Confections (GrönCBD) LLC, together, one of Oregon’s largest companies specializing in premium consumer packaged edible cannabis products. C21 Investments will be acquiring 100% of Grön Chocolate’s membership units, and the transaction is expected to close by November 1, 2018.

“Edibles are one of the fastest growing segments of the cannabis space,” said Robert Cheney, Chief Executive Officer, C21 Investments. “Grön is a critical addition to C21’s growth strategy to acquire operations that can vertically integrate in each state and compete aggressively in the US$11 billion cannabis market in the United States.”

This is the sixth acquisition agreement announced by C21 Investments in the past year, and will be accretive to earnings of C21 Investments. Other agreements include Silver State Relief in Nevada, as well as Phantom Farms, Swell Companies, and Eco Firma Farms in Oregon. C21 Investments has been successful in ensuring that the talent of each operation continues to perform and grow in order to provide a strong culture for its group of companies.

“C21 Investments has agreed to invest new capital to expand Grön’s processing, branded products, wholesale and retail distribution operations,” said Christine Smith, Founder and CEO of Grön. “With access to new resources, we can expand the Grön brands into other regulated cannabis markets and compete in the national marketplace with our rapidly growing CBD line.”

Transaction Highlights
C21 has agreed to pay Grön unit holders US$6.8 million plus the bonus earn-out shares of US$4.375 million.
The purchase price will be settled by way of:
(a) a cash payment immediately upon closing,
(b) the issuance of five-year convertible promissory note or notes entitling Grön the option to convert the note principal into common shares in C21, or the cash redemption value of the Cash Redemption Amount, at Gröns’ sole option and election, after a 24-month period, and
(c) the issuance of five (5) year convertible promissory note or notes entitling Grön the option to convert the note principal amount into common shares of the Buyer over a 24- month period.

About GRÖN CHOCOLATES / GRÖNCBD
Grön was founded by Christine Smith in 2014. Naming the company “Grön”—the Swedish word for green—is a tribute to Christine’s architecture studies in Denmark and love for all things sustainable and Scandinavian. Committed to raising the bar for cannabis edibles, Grön has garnered its reputation by offering a beautiful product that tastes incredible, delivers a consistent and repeatable experience, and is professionally packaged and merchandised. Recognized as one of Oregon’s largest and most respected edible brands and known as the most prolific chocolate bar in Oregon, Grön has secured shelf space in over 400 retail stores with immediate plans to expand into California and Nevada. Grön has two licensed manufacturing facilities totaling over 7,000 square feet as well as a small retail/tasting room with an emphasis on CBD education. In 2018, Grön launched the first fully licensed CBD café in North America with the introduction of their CBD lifestyle/wellness line.

ABOUT C21 INVESTMENT S
C21 Investments Inc. (CSE – CXXI) is a vertically integrated cannabis corporation that cultivates, processes, and distributes quality cannabis and hemp-derived consumer products in the United States. The company has definitive agreements to acquire cannabis companies in Oregon and Nevada that, when closed, will make C21 one of the largest public cannabis companies by revenue in the world. C21’s current and announced operations currently comprise Silver State Relief in Nevada, as well as Phantom Farms, Swell Companies and Eco Firma Farms in Oregon, and five dispensaries in two states. These brands produce and distribute a broad range of THC and CBD products from cannabis flowers, pre-rolls, cannabis oil and vaporizer cartridges. Based in Vancouver, Canada, C21 can be found at www.cxxi.ca.

For more information please contact:
Graeme Harris
graeme@strategy2communications.com
+1 416 402-7050

Michael Kidd, CFO
C21 Investments
303 – 595 Howe Street
Vancouver, B.C.
+1 604 718-2800