C21 Investments to acquire Grön Chocolate and Confections

Published: August 13, 2018

C21 Investments to acquire Grön Chocolate and Confections

C21 Investments Inc. has entered into an agreement to acquire Grön Chocolate LLC and Grön Confections, 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.