| May 14, 2019 |
| Canadian Securities Exchange |
| 100 – 535 Thurlow Street, Office 1122 |
| Vancouver, BC |
| V6E 3L2 |
| Dear Sirs/Mesdames: |
| Re: | C21 Investments Inc. (the "Company") |
| Acquisition (the "Acquisition") of Lands, Buildings and Improvements at 24700 S. Mulino | |
| Road, Canby Oregon, USA (the "Property") |
Pursuant to section 3.3(a) of CSE Policy 6Distributions, the Company confirms that closing of the Acquisition and transfer of title to the Property to the Company’s wholly owned subsidiary occurred on May 13, 2019.
| C21 INVESTMENTS INC. | |
| SIGNED: "Michael Kidd" | |
| Per: | |
| Michael Kidd | |
| Chief Financial Officer |
C21 Investments Inc, #303, 595 Howe Street, Vancouver BC, V6C 2T5