STEPS TO RECEIVE YOUR CONSIDERATION SHARES

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To receive your Consideration Shares (as defined below), you must complete the following steps:

☐ Fill out the Shareholder Registration Table on page 4. The registration and address must match the records maintained on the register of C21 Shares (as defined below).

☐ If your address of record needs to be updated, fill out Box "A" on page 8.

☐ If the Consideration Shares are to be mailed to an address other than the address of record or the address indicated in Box "A", fill out Box "B" on page 8.

☐ Fill out Box "C" on page 8.

➢ If the securities are owned jointly, all owners must sign this Letter of Transmittal.

➢ If the Letter of Transmittal is being signed by anyone other than the current registered holder, supporting documentation demonstrating signing authority must be provided (Refer to #5 in FAQ).

☐ If you want your Consideration Shares issued and mailed to the name and address of record, leave Boxes "A", "B", and "D" on page 8 blank.

☐ If the Consideration Shares are to be issued to any person or entity other than the current registered holder, fill out Box "D" on page 8. The Medallion or Signature Guarantee section (Box "E" on page 8) must also be filled out and stamped by an Eligible Institution (Refer to #3 and #4 in FAQ).

☐ If the Consideration Shares are to be held at one of Odyssey's offices for pick up, fill out Box "F" on page 8.

☐ Fill out Residency Election on page 7.

☐ Complete the applicable Internal Revenue Service ("IRS"):

➢ Form W-9 if you are a U.S person, or

➢ appropriate Form W-8 if you are not a U.S. person for U.S. federal income tax purposes.

☐ If applicable, include your original share certificate(s) or DRS advice(s). If your share certificate(s) has been lost, stolen, or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded, together with a letter describing the loss. Odyssey will respond with replacement requirements (which may include an affidavit of loss and indemnity bond).

Once required steps are complete, please send original documents, to Odyssey Trust Company (the "Depositary") at the following address by mail, hand, or courier:

Trader's Bank Building

1100 - 67 Yonge Street

Toronto ON M5E 1J8

Attention: Corporate Actions

LETTER OF TRANSMITTAL

WITH RESPECT TO THE COMMON SHARES AND SUBORDINATE VOTING SHARES OF

C21 INVESTMENTS INC.

This Letter of Transmittal is for use by registered holders ("Registered C21 Shareholders") of common shares ("Common Shares") and subordinate voting shares (the "Subordinate Voting Shares" together with the Common Shares, the "C21 Shares") of C21 Investments Inc. ("C21"), and must accompany certificate(s) or DRS advice(s) representing C21 Shares deposited in connection with the proposed plan of arrangement of C21 (the "Plan of Arrangement") pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"), in accordance with the terms of an arrangement agreement between C21 and Vireo Growth Inc. ("Vireo") dated as of June 14, 2026 (as it may be amended, modified, restated or supplemented from time to time in accordance with its terms, the "Arrangement Agreement"). If the Arrangement is completed, Registered C21 Shareholders (other than Dissenting Shareholders and C21) who have properly completed, duly executed and delivered this Letter of Transmittal and all other required documents to the Depositary, will receive 0.023052 of a subordinate voting share of Vireo (each whole share, a "Consideration Share" and, collectively, the "Consideration Shares"), as may be adjusted pursuant to the Arrangement Agreement, for each Common Share (after conversion of all Subordinate Voting Shares into Common Shares) held by Registered C21 Shareholders at the Effective Time and Vireo will acquire all of the issued and outstanding C21 Shares from the Registered C21 Shareholders (other than any C21 Shares held by Dissenting Shareholders and C21), all as described in the Circular (as defined below).

The full text of the Plan of Arrangement, and further details regarding the Arrangement and the Arrangement Agreement, are enclosed in the accompanying management information circular of C21 dated July 3, 2026 (the "Circular") prepared in connection with the special meeting of holders of C21 Shares scheduled to be held on August 7, 2026 or any adjournment or postponement thereof (the "Meeting") to consider, among other things, the Arrangement. Capitalized terms used, but not defined, in this Letter of Transmittal shall have the meanings given to them in the Circular. Copies of the Circular, the Arrangement Agreement and the Plan of Arrangement may be accessed under C21's profile on SEDAR+ at www.sedarplus.ca. You are encouraged to carefully review the Circular in its entirety.

ODYSSEY TRUST COMPANY

(SEE BELOW FOR ADDRESS AND TELEPHONE NUMBER)

OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL BE ABLE
TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL

This Letter of Transmittal is for use by Registered C21 Shareholders of C21 Shares only and is not to be used by beneficial holders of C21 Shares ("Non-Registered C21 Shareholders"). A Non-Registered C21 Shareholder does not have C21 Shares registered in its name; rather, such C21 Shares are registered in the name of a broker, investment dealer, bank, trust company, nominee or other intermediary (each, an "Intermediary") through which it purchased the C21 Shares or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. If you are a Non-Registered C21 Shareholder, you should contact your Intermediary for instructions and assistance in depositing your DRS advice(s) or certificate(s) representing C21 Shares and receiving the Consideration Shares for such C21 Shares. To receive the Consideration Shares, Registered C21 Shareholders are required to deposit the original certificate(s) or DRS advice(s), representing the C21 Shares held by them, along with this properly completed and duly signed Letter of Transmittal to the Depositary. A DRS advice (or certificate, if requested by the Registered C21 Shareholder in this Letter of Transmittal), representing a Registered C21 Shareholder's aggregate Consideration Shares, less any amounts withheld, if applicable, payable to a Registered C21 Shareholder who has complied with the procedures set out herein will be, as soon as practicable after the Effective Date and after the receipt of all required documents: (i) e-mailed to the Registered C21 Shareholder at the e-mail address specified in this Letter of Transmittal (ii) forwarded to the Registered C21 Shareholder at the address specified in this Letter of Transmittal by first-class mail, postage prepaid; (iii) if no address has been specified in this Letter of Transmittal, forwarded to the address of the Registered C21 Shareholder on the register of the C21 Shares or; (iv) made available at the office of the Depositary at which this Letter of Transmittal and the original certificate(s) or DRS advice(s), if applicable, representing the C21 Shares were delivered, for pickup by the Registered C21 Shareholder, as requested by the Registered C21 Shareholder in this Letter of Transmittal.

Registered C21 Shareholders are not entitled to receive fractional Consideration Shares in connection with the Arrangement, and in accordance with the terms of the Arrangement Agreement, no other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued to a Registered C21 Shareholder under the Arrangement would result in a fraction of a Consideration Share being issuable, then the number of Consideration Shares to be issued to such Registered C21 Shareholder will be rounded down to the nearest whole Consideration Share and no compensation will be issued in lieu of the issuance of a fractional Consideration Share.

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Please note that the delivery of this Letter of Transmittal, together with your certificate(s) or DRS advice(s) representing your C21 Shares, does not constitute a vote in favour of the Arrangement. To exercise your right to vote at the Meeting, you must attend the Meeting in person or by proxy.

COMPLETION OF THE ARRANGEMENT IS SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN CONDITIONS, AS FURTHER DESCRIBED IN THE CIRCULAR. NO DELIVERY OF THE CONSIDERATION SHARES WILL BE MADE PRIOR TO THE EFFECTIVE TIME.

THE CONSIDERATION SHARES TO WHICH REGISTERED C21 SHAREHOLDERS HAVE THE RIGHT TO RECEIVE IN ACCORDANCE WITH THE ARRANGEMENT SHALL BE RELEASED BY THE DEPOSITARY, UPON VALID RECEIPT OF A LETTER OF TRANSMITTAL TOGETHER WITH ORIGINAL DRS ADVICE(S) OR CERTIFICATE(S), IF APPLICABLE, REPRESENTING THE C21 SHARES DEPOSITED. IT IS IMPORTANT THAT YOU CAREFULLY READ THE INSTRUCTIONS SET OUT BELOW, PROPERLY COMPLETE, DULY EXECUTE, AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. YOU ARE STRONGLY URGED TO READ THE CIRCULAR, INCLUDING THE APPENDICES ATTACHED THERETO, BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

REGISTERED C21 SHAREHOLDERS WHO DO NOT DELIVER THE CERTIFICATE(S) OR DRS ADVICE(S), AS APPLICABLE, REPRESENTING THEIR C21 SHARES AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY ON OR BEFORE THE SIXTH ANNIVERSARY OF THE EFFECTIVE DATE WILL LOSE THEIR RIGHT TO RECEIVE THE CONSIDERATION SHARES FOR THEIR C21 SHARES AND ANY CLAIM OR INTEREST OF ANY KIND OR NATURE AGAINST C21, VIREO OR THE DEPOSITARY.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH IN THIS LETTER OF TRANSMITTAL WILL NOT CONSTITUTE A VALID DELIVERY. IF C21 SHARES ARE REGISTERED IN DIFFERENT NAMES, A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED FOR EACH DIFFERENT REGISTERED C21 SHAREHOLDER.

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The undersigned hereby delivers to the Depositary the enclosed DRS advice(s) and/or certificate(s), if applicable, representing C21 Shares to be exchanged for the Consideration Shares pursuant to and in accordance with the Arrangement, as described in detail in the Circular.

Please clearly print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above format.

*The total of the number of C21 Shares listed in the table above must equal the total number of C21 Shares registered to
the Registered C21 Shareholder on the register of C21.

Check this box if all or some certificates representing C21 Shares have been lost, stolen, or destroyed. Please review instruction 1. (b) of the Additional Instructions for the procedure to replace lost, stolen or destroyed certificate(s).

Any DRS advice(s) or certificate(s) described above are enclosed and the Registered C21 Shareholder irrevocably deposits the above-mentioned C21 Shares (the "Deposited Shares") in exchange for the Consideration Shares to which such holder is entitled pursuant to the Arrangement on the basis of 0.023052 of a subordinate voting share of Vireo, as may be adjusted pursuant to the Arrangement Agreement, for every one Common Share (after conversion of all Subordinate Voting Shares into Common Shares). The Registered C21 Shareholder transmits the securities described above representing the Deposited Shares to be dealt with in accordance with this Letter of Transmittal.

Registered C21 Shareholders who do not deliver their DRS advice(s) or certificate(s) representing their C21 Shares and all other documents required by the Depositary on or before the sixth anniversary of the Effective Date shall lose their right to receive the Consideration Shares or other compensation and any claim or interest of any kind or nature against C21, Vireo or the Depositary.

Non-Registered C21 Shareholders should contact their nominee who holds the certificate(s) representing their C21 Shares on their behalf to arrange for the deposit of such certificate(s).

The undersigned acknowledges that if the Arrangement does not proceed, any enclosed DRS advice(s) or certificate(s) representing the Deposited Shares will be: (i) returned forthwith to the undersigned in accordance with the delivery instructions in this Letter of Transmittal, or failing such address being specified, to the undersigned at the address as it appears on the register of C21 Shares; or (ii) if the undersigned has chosen "Hold for Pick-Up" in this Letter of Transmittal, held for pick-up at the office of the Depositary.

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REPRESENTATIONS AND WARRANTIES

The undersigned registered holder(s) of the Deposited Shares represents, warrants, acknowledges, or covenants, as applicable, to C21, Vireo and the Depositary that:

1. they have received and reviewed copies of the Circular and the Arrangement Agreement and the Plan of Arrangement;

2. they are the legal owner of the Deposited Shares and have good title to the rights represented by the above mentioned securities free and clear of all liens, charges, encumbrances, claims, adverse interests, security interests and equities, together with all rights and benefits, and have full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the securities representing the Deposited Shares and that, when the Consideration Shares are delivered, none of C21, Vireo, or any affiliate thereof or successor thereto will be subject to any adverse claim in respect of such Deposited Shares. Without limiting the foregoing: (i) if the undersigned is a body corporate, it is duly incorporated, organized and subsisting under the laws of its jurisdiction of formation, the completion of the transactions contemplated herein have been duly authorized by all necessary corporate action and it has the corporate power and authority to enter into and deliver this Letter of Transmittal and perform its obligations hereunder; and (ii) if the undersigned is an individual, the undersigned is mentally competent, is 18 years of age or older and has the capacity to execute and deliver this Letter of Transmittal and perform such individual's obligations hereunder;

3. no person, other than Vireo, has any rights, contingent or vested, including any right of first refusal, right of first offer or other similar preferential right, to acquire any of such Deposited Shares and the undersigned will not transfer or permit to be transferred any of the Deposited Shares;

4. the undersigned has not incurred any obligation or liability, contingent or otherwise, for broker's or finder's fees in respect of the transactions contemplated by the Arrangement for which C21 or Vireo shall have any obligation or liability;

5. the undersigned is not a party to, nor are the Deposited Shares subject to, any shareholders' agreement (including any unanimous shareholders' agreement), pooling agreement, voting trust, escrow agreement or other similar agreement pertaining to the ownership, voting or disposition of such Deposited Shares;

6. the Deposited Shares have not been sold, assigned, or transferred, nor has any agreement been entered into to sell, assign, or transfer any such Deposited Shares to any other person;

7. the transfer and surrender of the undersigned's Deposited Shares complies with applicable laws, and if the undersigned is a corporation, complies with its constating documents, and that the information provided herein is true, accurate and complete as of the date hereof;

8. the jurisdiction of residence of the undersigned is as specified in this Letter of Transmittal;

9. the covenants, representations, and warranties of the undersigned contained herein shall survive the completion of the Arrangement;

10. C21 and/or Vireo may be required to disclose personal information in respect of the undersigned and the undersigned consents to disclosure of personal information in respect of the undersigned to: (i) stock exchanges, securities or other regulatory authorities; (ii) the Depositary; (iii) any of the parties to the Arrangement Agreement; (iv) legal counsel to any of the parties to the Arrangement Agreement; and (v) as may otherwise be required by applicable laws or policies;

11. all authority conferred, or agreed to be conferred, by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon any heirs, personal representatives, successors and assigns of the undersigned;

12. by virtue of the execution of this Letter of Transmittal, the undersigned shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Deposited Shares will be determined by C21 and Vireo in their sole discretion and that such determination shall be final and binding and acknowledges that there shall be no duty or obligation on C21, Vireo, the Depositary, or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice;

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13. C21 and Vireo reserve the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction, and C21 and Vireo further reserve the absolute right to waive any defects or irregularities in the deposit of any C21 Shares, and that there is no duty or obligation upon C21, Vireo, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of C21 Shares and no liability will be incurred by any of them for failure to give any such notice;

14. no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, in connection with the Meeting has been or will be granted with respect to the Deposited Shares;

15. if the Arrangement is completed, the delivery of the Deposited Shares pursuant to this Letter of Transmittal is irrevocable. If the Arrangement is not completed or should the Arrangement not proceed, for any reason, the DRS advice(s) or certificate(s) representing the Deposited Shares and other relevant documents shall be returned as soon as possible to the undersigned in accordance with the instructions in this Letter of Transmittal;

16. the undersigned will not receive any Consideration Shares in respect of the Deposited Shares until following the Effective Time and until all required documents, including any DRS advice(s) or certificate(s), as applicable, are received by the Depositary at the address set forth below, together with such additional documents as the Depositary may require, and until the same are processed for payment by the Depositary. It is further acknowledged that no interest will accrue on the Consideration Shares payable in respect of the Deposited Shares in connection with the Arrangement. The undersigned further represents and warrants that the Consideration Shares in respect of Deposited Shares will completely discharge any obligations of C21, Vireo and the Depositary with respect to the matters contemplated by this Letter of Transmittal;

17. C21, Vireo, the Depositary and any other person that makes a payment under the Arrangement Agreement or the Plan of Arrangement, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable or deliverable to any person under the Arrangement Agreement and the Plan of Arrangement (including, without limitation, any payments to any Registered C21 Shareholder who has duly and validly exercised Dissent Rights in respect of the Arrangement), such amounts as C21, Vireo, the Depositary or such other persons are or may be required, entitled or permitted to deduct and withhold with respect to such payment under the Tax Act, or any other provisions of any applicable laws. To the extent that taxes or other amounts are so deducted or withheld, such deducted or withheld amounts will be treated for all purposes hereof as having been paid to the person in respect of which such deduction and withholding was made; provided that such deducted or withheld amounts are actually remitted to the appropriate governmental authority. The undersigned acknowledges that each of C21, Vireo, the Depositary, and any other person that makes a payment under the Arrangement Agreement or the Plan of Arrangement is hereby authorized to sell or otherwise dispose of such portion of the Consideration Shares as is necessary to provide sufficient funds to C21, Vireo, the Depositary or such other person, as the case may be, to enable it to comply with deduction or withholding requirements, and C21, Vireo, the Depositary or such other person will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale. The undersigned acknowledges that it has consulted or has had the opportunity to consult its own tax advisor with respect to the potential income tax consequences to it of the Arrangement;

18. the delivery to the undersigned of the Consideration Shares does not violate any laws applicable to the undersigned and will fully and completely discharge any and all obligations of C21, Vireo, and the Depositary to the undersigned with respect to the matters contemplated by this Letter of Transmittal and the Arrangement;

19. by reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as entered into through this Letter of Transmittal, as well as any documents related thereto, be drawn exclusively in the English language. En utilisant la version anglaise de la présente lettre d'envoi, le soussigné est réputé avoir demandé que tout contrat attesté par l'arrangement, tel qu'il est accepté au moyen de cette lettre d'envoi, de même que tous les documents qui s'y rapportant soient rédigés exclusivement en anglais. This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein;

20. to execute, upon request, any additional documents, transfers, and other assurances as may be necessary or desirable to complete the exchange of securities representing the Deposited Shares for the Consideration Shares;

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21. the undersigned agrees to surrender to Vireo, effective at the Effective Date, all right, title and interest in and to the Deposited Shares and irrevocably appoints and constitutes the Depositary, each director and officer of C21 and Vireo, and any other person designated by C21 or Vireo in writing, as true and lawful attorney of the undersigned, with the full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest): (a) to register or record, transfer and enter the transfer of such Deposited Shares on the appropriate register of holders maintained by C21's transfer agent on its behalf; and (b) to exercise any and all rights of the holder of the Deposited Shares including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of all or any of the Deposited Shares, revoke any such instrument, authorization or consent given prior to, on, or after the Effective Date, and execute, endorse and negotiate for and in the name of and on behalf of the registered holder of the Deposited Shares, any and all instruments respecting any distribution payable to or to the order of such holder;

22. except for any proxy deposited with respect to the vote on the Arrangement at the Meeting, the undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in- fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares and agrees that no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise will be granted with respect to such Deposited Shares; and

23. following completion of the Arrangement, the undersigned directs and instructs the Depositary to issue or to cause to be issued a DRS advice or certificate representing the Consideration Shares in exchange for the Deposited Shares promptly after the Effective Date, and unless otherwise indicated in this Letter of Transmittal under "Special Instructions" or "Hold for Pick-Up", to the Registered C21 Shareholder at the address and/or e-mail address specified herein. If no address is specified, the Depositary will forward the DRS advice or certificate to the address of the Registered C21 Shareholder as shown on the register of C21 Shares.

RESIDENCY ELECTION (REQUIRED)

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BOX F - PICK UP INSTRUCTIONS Hold for pick-up at the office of the Depositary where the C21 Shares were deposited:  Calgary Toronto Vancouver

*If the signature is that of a Trustee, Executor, Administrator, Guardian, Attorney-in-fact, Agent, Officer of a corporation, or any other person acting in a fiduciary or representative capacity, proof of signing authority dated within six months is required.

**By providing an email address, the undersigned consents to electronic delivery by the Depositary.

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ADDITIONAL INSTRUCTIONS

1. Miscellaneous

(a) If Box "D" is not completed, the Consideration Shares will be issued in the name of the registered holder of the Deposited Shares and if neither Box "A" or Box "B" is completed nor an e-mail address provided, the DRS advice or certificate will be mailed to the address of the registered holder of the Deposited Shares as it appears on the register of the C21 Shares. Any certificate(s) or DRS advice(s), as applicable, representing the Consideration Shares mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

(b) If a certificate representing the C21 Shares has been lost, stolen, or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary, C21 and/or Vireo will respond with replacement requirements (which may include an Affidavit of Loss and Indemnity Bond).

(c) If the Arrangement does not proceed for any reason, any certificate(s) or DRS advice(s) representing the Deposited Shares received by the Depositary will be returned to you forthwith in accordance with the delivery instructions given pursuant to Box "A", Box "B" or Box "D", as applicable, or failing such address being specified, to the registered holder at the address as it appears on the register of C21 Shares.

(d) Questions and requests for assistance may be directed to the Depositary and additional copies of this Letter of Transmittal may be obtained on request from the Depositary at the telephone number, e-mail, or address specified on the back page of this Letter of Transmittal. Non-Registered C21 Shareholders may also contact their broker, investment dealer, bank, trust company or other nominee for assistance.

(e) If the C21 Shares are registered in different forms (e.g., "John Doe" and "J. Doe") a separate Letter of Transmittal must be completed for each different registration.

(f) The method used to deliver this Letter of Transmittal, any accompanying DRS advice(s) or certificate(s), and all other required documents is at the option and risk of the Registered C21 Shareholder. Delivery will be deemed received only when such documents are received by the Depositary. C21 and Vireo recommend that the necessary documentation be hand delivered to the Depositary at the address set out on the back of this Letter of Transmittal, and a receipt obtained; otherwise, the use of registered mail or courier with return receipt requested and properly insured, is recommended. Delivery to an address other than to the address specified on the back page of this Letter of Transmittal does not constitute delivery.

(g) No alternative, conditional, or contingent deposits of the C21 Shares will be accepted.

(h) If the space on this Letter of Transmittal is insufficient to list all certificates or DRS advice(s), as applicable, for Deposited Shares, additional certificate numbers or DRS account numbers, as applicable, and number and class of Deposited Shares may be included on a separate signed list affixed to this Letter of Transmittal.

(i) All depositing Registered C21 Shareholders by execution of this Letter of Transmittal waive any right to receive any notice of acceptance of Deposited Shares, except as required by applicable laws.

(j) No brokerage fees or commissions will be payable by the depositing Registered C21 Shareholder in connection with depositing C21 Shares directly with the Depositary.

2. U.S. Federal Income Tax and Backup Withholding - Form W-9 Instructions

(a) The following does not constitute a summary of the tax consequences of the Arrangement and Registered C21 Shareholders should consult with their own tax advisors regarding the tax consequences of the Arrangement as well as any elections that may be available to mitigate certain possible adverse U.S. tax consequences. Each U.S. Shareholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on IRS Form W-9, which may be obtained from the Depositary or at http://www.irs.gov, and to certify whether such holder is subject to backup withholding of federal income tax. If a U.S. Shareholder has been notified by the IRS that such holder is subject to backup withholding, such U.S. Shareholder must cross out item 2 of IRS Form W-9, unless such holder has since been notified by the IRS that such holder is no longer subject to backup withholding. You are a U.S. person if you are: (a) an individual citizen or resident alien of the United States as determined for U.S. federal income tax purposes; (b) a corporation (including an entity taxable as a corporation) or partnership created in the United States or under the laws of the United States or any state or the District of Columbia; (c) an estate the income of which is subject to United States federal income tax regardless of its source; or (d) a trust if: (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust; or (ii) the trust has a valid election in effect under applicable U.S Treasury regulations to be treated as a U.S. person. Exempt holders (including, among others, all corporations) are not subject to backup withholding requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN or Employer Identification Number on the IRS Form W-9 and sign and date the form. If a U.S. Shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write "Applied For" in the space provided for the TIN on the IRS Form W-9, and sign and date the IRS Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is written on the IRS Form W-9 and the Depositary is not provided with a TIN within 60 days, the Depositary may withhold 24% of all consideration due to such holder in connection with the Arrangement until a TIN is provided to the Depositary. If the IRS Form W-9 is not applicable to a holder because such holder is not a U.S. Shareholder, but such holder provides an address that is located in the United States, such holder will instead need to submit an appropriate and properly completed IRS Form W-8, signed under penalty of perjury to avoid U.S. federal backup withholding tax. An appropriate IRS Form W-8 (W-8BEN, W-8ECI or other form) may be obtained from the Depositary, or at http://www.irs.gov.

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(b) A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE IRS FORM W-9 MAY BE SUBJECT TO PENALTIES IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 24% ON ANY CONSIDERATION SUBJECT TO TAX DUE TO SUCH HOLDER IN CONNECTION WITH THE ARRANGEMENT. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED BY TIMELY FILING A CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING. EACH HOLDER OF C21 SHARES IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR TO DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH AN IRS FORM W-9 OR IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING.

3. Privacy Notice

(a) At Odyssey Trust Company, we take your privacy seriously. When providing services to you, we receive non-public, personal information about you. We receive this information through transactions we perform for you or an issuer in which you hold securities, from enrolment forms and through other communications with you. We may also receive information about you by virtue of your transactions with affiliates of Odyssey Trust Company or other parties. This information may include your name, social insurance number, securities ownership information and other financial information. With respect to both current and former customers, Odyssey Trust Company does not share non-public personal information with any non-affiliated third party except as necessary to process a transaction, service your account or as permitted by law. Our affiliates and outside service providers with whom we share information are legally bound not to disclose the information in any manner, unless permitted by law or other governmental process. We strive to restrict access to your personal information to those employees who need to know the information to provide our services to you, and we maintain physical, electronic, and procedural safeguards to protect your personal information. Odyssey Trust Company realizes that you entrust us with confidential personal and financial information, and we take that trust very seriously. By providing your personal information to us and signing this form, we will assume, unless we hear from you to the contrary, that you have consented and are consenting to this use and disclosure. A complete copy of our Privacy Code may be accessed at www.odysseytrust.com, or you may request a copy in writing Attn: Chief Privacy Officer, Odyssey Trust Company at 1310 - 1140 West Pender St, Vancouver, BC, V6C 1T2.

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The Depositary is:

Odyssey Trust Company

Deliver by Registered Mail, Mail, Hand, or Courier to:

Trader's Bank Building

1100 - 67 Yonge Street

Toronto ON M5E 1J8

Attention: Corporate Actions

Inquiries:

Telephone: (587) 885-0960

E-Mail: corp.actions@odysseytrust.com

Any questions and requests for assistance may be directed to the Depositary at the telephone number or e-

mail set out above.

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FORM W9

See Attached.

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