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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/14/20 C21 Investments Inc. 20-F 1/31/20 152:25M Newsfile Corp/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer -- HTML 462K
form20f
2: EX-1.1 Underwriting Agreement -- exhibit1-1 HTML 170K
3: EX-1.2 Underwriting Agreement -- exhibit1-2 HTML 38K
4: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 42K
Liquidation or Succession -- exhibit2-1
5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 101K
-- exhibit4-1
6: EX-4.2 Instrument Defining the Rights of Security Holders HTML 76K
-- exhibit4-2
7: EX-4.3 Instrument Defining the Rights of Security Holders HTML 280K
-- exhibit4-3
8: EX-4.4 Instrument Defining the Rights of Security Holders HTML 387K
-- exhibit4-4
9: EX-4.5 Instrument Defining the Rights of Security Holders HTML 40K
-- exhibit4-5
10: EX-8.1 Opinion of Counsel re: Tax Matters -- exhibit8-1 HTML 45K
13: EX-13.1 Annual or Quarterly Report to Security Holders -- HTML 39K
exhibit13-1
14: EX-13.2 Annual or Quarterly Report to Security Holders -- HTML 39K
exhibit13-2
16: EX-99.2 Miscellaneous Exhibit -- exhibit99-2 HTML 429K
11: EX-12.1 Statement re: Computation of Ratios -- exhibit12-1 HTML 42K
12: EX-12.2 Statement re: Computation of Ratios -- exhibit12-2 HTML 42K
15: EX-15.1 Letter re: Unaudited Interim Financial Info -- HTML 296K
exhibit15-1
23: R1 Document and Entity Information HTML 76K
24: R2 Consolidated Statements of Financial Position HTML 130K
25: R3 Consolidated Statements of Loss and Comprehensive HTML 119K
Loss
26: R4 Consolidated Statements of Changes in HTML 146K
Shareholders' Equity (Deficiency)
27: R5 Consolidated Statements of Cash Flows HTML 145K
28: R6 Nature of Operations and Going Concern HTML 50K
29: R7 Significant Accounting Policies and Basis of HTML 125K
Preparation
30: R8 Acquisition of Phantom Farms HTML 77K
31: R9 Acquisition of Swell Companies HTML 64K
32: R10 Acquisition of Silver State HTML 58K
33: R11 Acquisition of Megawood Enterprises HTML 57K
34: R12 Acquisition of Eco Firma Farms HTML 58K
35: R13 Restricted Cash HTML 41K
36: R14 Receivables HTML 50K
37: R15 Biological Assets HTML 66K
38: R16 Inventory HTML 52K
39: R17 Notes Receivable and Deposits HTML 57K
40: R18 Property and Equipment HTML 109K
41: R19 Intangible Assets and Goodwill HTML 123K
42: R20 Accounts Payable and Accrued Liabilities HTML 50K
43: R21 LEASE LIABILITIES and right-of-use assets HTML 77K
44: R22 Long term debt HTML 56K
45: R23 Convertible Debentures and Promissory Notes HTML 153K
46: R24 Reclamation Obligation HTML 42K
47: R25 Share Capital and Reserves HTML 219K
48: R26 Derivative Liability HTML 65K
49: R27 Segmented Information HTML 80K
50: R28 Supplemental disclosure with respect to cash flows HTML 49K
51: R29 Commitments HTML 55K
52: R30 Consideration payable HTML 48K
53: R31 Financial Risk Management HTML 72K
54: R32 General and Administrative Expense HTML 65K
55: R33 Taxation HTML 111K
56: R34 Related Party Transactions HTML 67K
57: R35 Transaction costs HTML 45K
58: R36 Contingencies HTML 45K
59: R37 Subsequent Events HTML 44K
60: R38 Significant Accounting Policies and Basis of HTML 168K
Preparation (Policies)
61: R39 Significant Accounting Policies and Basis of HTML 68K
Preparation (Tables)
62: R40 Acquisition of Phantom Farms (Tables) HTML 73K
63: R41 Acquisition of Swell Companies (Tables) HTML 59K
64: R42 Acquisition of Silver State (Tables) HTML 56K
65: R43 Acquisition of Megawood Enterprises (Tables) HTML 55K
66: R44 Acquisition of Eco Firma Farms (Tables) HTML 55K
67: R45 Receivables (Tables) HTML 49K
68: R46 Biological Assets (Tables) HTML 65K
69: R47 Inventory (Tables) HTML 50K
70: R48 Notes Receivable and Deposits (Tables) HTML 51K
71: R49 Property and Equipment (Tables) HTML 108K
72: R50 Intangible Assets and Goodwill (Tables) HTML 123K
73: R51 Accounts Payable and Accrued Liabilities (Tables) HTML 50K
74: R52 LEASE LIABILITIES and right-of-use assets (Tables) HTML 79K
75: R53 Long term debt (Tables) HTML 56K
76: R54 Convertible Debentures and Promissory Notes HTML 141K
(Tables)
77: R55 Share Capital and Reserves (Tables) HTML 215K
78: R56 Derivative Liability (Tables) HTML 65K
79: R57 Segmented Information (Tables) HTML 79K
80: R58 Commitments (Tables) HTML 54K
81: R59 Consideration payable (Tables) HTML 48K
82: R60 Financial Risk Management (Tables) HTML 64K
83: R61 General and Administrative Expense (Tables) HTML 65K
84: R62 Taxation (Tables) HTML 113K
85: R63 Related Party Transactions (Tables) HTML 63K
86: R64 Transaction costs (Tables) HTML 45K
87: R65 Nature of Operations and Going Concern (Narrative) HTML 48K
(Details)
88: R66 Significant Accounting Policies and Basis of HTML 55K
Preparation (Narrative) (Details)
89: R67 Acquisition of Phantom Farms (Narrative) (Details) HTML 66K
90: R68 Acquisition of Swell Companies (Narrative) HTML 99K
(Details)
91: R69 Acquisition of Silver State (Narrative) (Details) HTML 57K
92: R70 Acquisition of Megawood Enterprises (Narrative) HTML 52K
(Details)
93: R71 Acquisition of Eco Firma Farms (Narrative) HTML 70K
(Details)
94: R72 Receivables (Narrative) (Details) HTML 41K
95: R73 Biological Assets (Narrative) (Details) HTML 43K
96: R74 Inventory (Narrative) (Details) HTML 45K
97: R75 Notes Receivable and Deposits (Narrative) HTML 59K
(Details)
98: R76 Property and Equipment (Narrative) (Details) HTML 43K
99: R77 Intangible Assets and Goodwill (Narrative) HTML 50K
(Details)
100: R78 LEASE LIABILITIES and right-of-use assets HTML 50K
(Narrative) (Details)
101: R79 Convertible Debentures and Promissory Notes HTML 190K
(Narrative) (Details)
102: R80 Share Capital and Reserves (Narrative) (Details) HTML 264K
103: R81 Derivative Liability (Narrative) (Details) HTML 45K
104: R82 Supplemental disclosure with respect to cash flows HTML 88K
(Narrative) (Details)
105: R83 Financial Risk Management (Narrative) (Details) HTML 43K
106: R84 Related Party Transactions (Narrative) (Details) HTML 94K
107: R85 Contingencies (Narrative) (Details) HTML 42K
108: R86 Subsequent Events - (Narrative) (Details) HTML 63K
109: R87 SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF HTML 94K
PREPARATION - Schedule of wholly owned
subsidiaries (Details)
110: R88 SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF HTML 52K
PREPARATION - Schedule of useful life of property
and equipment (Details)
111: R89 Acquisition of Phantom Farms - Schedule of HTML 87K
purchase price and allocation - Phantom Farms
(Details)
112: R90 Acquisition of Swell Companies - Schedule of HTML 88K
purchase price and allocation - Swell Companies
(Details)
113: R91 ACQUISITION OF SILVER STATE - Schedule of purchase HTML 81K
price and allocation - SILVER STATE (Details)
114: R92 ACQUISITION OF MEGAWOOD ENTERPRISES - Schedule of HTML 79K
purchase price and allocation - MEGAWOOD
ENTERPRISES (Details)
115: R93 ACQUISITION OF ECO FIRMA FARMS - Schedule of HTML 80K
purchase price and allocation - ECO FIRMA FARMS
(Details)
116: R94 RECEIVABLES - Schedule of receivables (Details) HTML 48K
117: R95 BIOLOGICAL ASSETS - Schedule of biological assets HTML 51K
(Details)
118: R96 BIOLOGICAL ASSETS - Schedule of unobservable HTML 59K
inputs, biological assets (Details)
119: R97 INVENTORY - Schedule of inventories (Details) HTML 46K
120: R98 NOTES RECEIVABLE AND DEPOSITS - Schedule of note HTML 49K
receivable and deposits (Details)
121: R99 PROPERTY AND EQUIPMENT - Schedule of property and HTML 101K
equipment (Details)
122: R100 INTANGIBLE ASSETS AND GOODWILL - Schedule of HTML 81K
intangible assets (Details)
123: R101 INTANGIBLE ASSETS AND GOODWILL - Schedule of HTML 63K
goodwill (Details)
124: R102 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - HTML 48K
Schedule of accounts payable and accrued
liabilities (Details)
125: R103 LEASE LIABILITIES and right-of-use assets - HTML 61K
Schedule of lease as defined by IFRS 16 (Details)
126: R104 LEASE LIABILITIES and right-of-use assets - HTML 60K
Schedule of financial statement effects concerning
lease liabilities (Details)
127: R105 LEASE LIABILITIES and right-of-use assets - HTML 55K
Schedule of financial statement effects concerning
right-of-use assets (Details)
128: R106 Long term debt (Details) HTML 56K
129: R107 CONVERTIBLE DEBENTURES AND PROMISSORY NOTES - HTML 79K
Schedule of convertible debentures (Details)
130: R108 CONVERTIBLE DEBENTURES AND PROMISSORY NOTES - HTML 75K
Schedule of convertible promissory notes (Details)
131: R109 CONVERTIBLE DEBENTURES AND PROMISSORY NOTES - HTML 56K
Schedule of promissory notes (Details)
132: R110 SHARE CAPITAL AND RESERVES - Schedule of share HTML 147K
capital (Details)
133: R111 SHARE CAPITAL AND RESERVES - Schedule of warrant HTML 63K
activity (Details)
134: R112 SHARE CAPITAL AND RESERVES - Schedule of warrants HTML 53K
outstanding and exercisable (Details)
135: R113 SHARE CAPITAL AND RESERVES - Schedule of stock HTML 63K
option activity (Details)
136: R114 SHARE CAPITAL AND RESERVES - Schedule of stock HTML 79K
options outstanding and exercisable (Details)
137: R115 DERIVATIVE LIABILITY - Schedule of derivative HTML 46K
liability (Details)
138: R116 DERIVATIVE LIABILITY - Schedule of calculation of HTML 47K
fair value adjustment (Details)
139: R117 SEGMENTED INFORMATION - Schedule of segmented HTML 105K
operational activity (Details)
140: R118 COMMITMENTS - Schedule of future minimum payments HTML 66K
(Details)
141: R119 Consideration payable - Schedule of consideration HTML 59K
payable (Details)
142: R120 FINANCIAL RISK MANAGEMENT - Schedule of liquidity HTML 73K
risk (Details)
143: R121 GENERAL AND ADMINISTRATIVE EXPENSE - Schedule of HTML 62K
general and administrative expenses (Details)
144: R122 TAXATION - Schedule of effective income tax HTML 58K
expense (Recovery) (Details)
145: R123 TAXATION - Schedule of deferred taxes (Details) HTML 68K
146: R124 TAXATION - Schedule of temporary differences, HTML 76K
unused tax credits and unused tax losses (Details)
147: R125 RELATED PARTY TRANSACTIONS - Schedule of balances HTML 54K
due to related parties (Details)
148: R126 RELATED PARTY TRANSACTIONS - Schedule of HTML 54K
transactions with related parties (Details)
149: R127 Transaction costs - Schedule of Transaction costs HTML 45K
(Details)
151: XML IDEA XML File -- Filing Summary XML 274K
150: EXCEL IDEA Workbook of Financial Reports XLSX 188K
17: EX-101.INS XBRL Instance -- cxxif-20200131 XML 4.09M
19: EX-101.CAL XBRL Calculations -- cxxif-20200131_cal XML 206K
20: EX-101.DEF XBRL Definitions -- cxxif-20200131_def XML 1.33M
21: EX-101.LAB XBRL Labels -- cxxif-20200131_lab XML 3.01M
22: EX-101.PRE XBRL Presentations -- cxxif-20200131_pre XML 1.83M
18: EX-101.SCH XBRL Schema -- cxxif-20200131 XSD 545K
152: ZIP XBRL Zipped Folder -- 0001062993-20-003303-xbrl Zip 340K
| C21 Investments Inc.: Exhibit 2.1 - Filed by newsfilecorp.com |
DESCRIPTION OF THE REGISTRANT'S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of the date of the Annual Report on Form 20-F of which this Exhibit 2.1 is a part, C21 Investments Inc. (the "Company", "we", "us" or "our") has only one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company's common shares (the "Common Shares").
Description of Common Shares
The following description of our Common Shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our articles (the "Articles"), as amended, which are incorporated by reference as an exhibit to the Annual Report on Form 20-F of which this Exhibit 2.1 is a part.
We have 89,388,640 Common Shares outstanding as of January 31, 2020, and we are authorized to issue an unlimited number of Common Shares, without par value.
Basic Rights of our Common Shares
The holders of Common Shares are entitled to one vote per share on all matters voted on by shareholders, including the election of directors. All our Common Shares rank equally as to dividends (as may be declared from time to time by our board of directors from funds available for distribution to holders), voting power and participation in assets. Upon liquidation, dissolution or winding up of the Company, holders of our Common Shares are entitled to receive pro rata the assets of the Company, if any, remaining after payments of all debts and liabilities.
Our Common Shares are not subject to liability to further capital calls by the Company. There are no provisions in our Articles discriminating against any existing or prospective shareholder as a result of such shareholder owning a substantial number of our Common Shares, and non-resident or foreign holders of our Common Shares are not limited in having, holding or exercising the voting rights associated with Common Shares. Also, no provision or rights exist in our Articles regarding our Common Shares in connection with exchange, redemption, retraction, purchase for cancellation, surrender or sinking or purchase funds.
Pre-emptive Rights
Our Common Shares do not contain any pre-emptive purchase rights to any of our securities.
Transferability of Common Shares
Our Articles do not impose restrictions on the transfer of Common Shares by a shareholder. We will not, however, register a transfer of Common Shares until: (1) we receive a duly signed instrument in respect of the transfer of Common Shares; (2) a share certificate, if any, representing the transferred Common Shares has been surrendered to us; and (3) if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the Common Shares to be transferred, that acknowledgement has been surrendered to us.
Action(s) to change Rights attaching to our Common Shares
Provisions as to the modification, amendment or variation of shareholder rights for holders of our Common Shares are contained in the British Columbia Business Corporation Act ("BCBCA"). The BCBCA requires a "special resolution" of shareholders for specific corporate actions, including certain alterations of our share capital, with such "special resolution" requiring an affirmative two-thirds vote of shareholders (rather than a simple majority) for passage. No right or special right attached to any of our issued shares may be prejudiced or interfered with unless the shareholders holding shares of such class or series of shares to which the right or special right is attached consent by a separate "special resolution" of those shareholders.
Change of Control restrictions for our Common Shares
Our Articles do not contain provisions that would have an effect of delaying, deferring or preventing a change in control of the Company which would operate with respect to a merger, acquisition or corporate restructuring involving the Company or any of its subsidiaries.
Ownership disclosure threshold for our Common Shares
Our Articles do not have any specific threshold requiring disclosure of ownership by holders of our Common Shares. However, Canadian securities regulators and the Canadian Stock Exchange ("CSE") do require disclosure of shareholder ownership by any shareholder owning more than 10% of our outstanding Common Shares.
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/14/20 | 6-K | ||
| For Period end: | 1/31/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/28/23 C21 Investments Inc. 20-F/A 1/31/23 124:14M Newsfile Corp./FA 7/21/23 C21 Investments Inc. 20-F 1/31/23 125:12M Newsfile Corp./FA 8/16/22 C21 Investments Inc. 20-F/A 1/31/22 129:15M Newsfile Corp./FA 8/15/22 C21 Investments Inc. 20-F 1/31/22 124:13M Newsfile Corp./FA 9/25/20 SEC UPLOAD¶ 10/27/20 2:39K C21 Investments Inc. 9/15/20 C21 Investments Inc. 20-F/A 1/31/20 6:995K Newsfile Corp./FA 8/28/20 SEC UPLOAD¶ 10/27/20 2:43K C21 Investments Inc. |