C21 Investments Shareholders Approve Sale in Near-Unanimous Vote

Shareholders of C21 Investments Inc. voted to sell the Nevada cannabis company to Vireo Growth Inc. in an all-stock deal, with 96.58% of votes cast in favor at a special meeting held August 7, 2026, the company announced.

The approval clears the deal’s central condition. Under the arrangement agreement the companies announced in June 2026, the sale required at least two-thirds of votes cast, plus a separate simple-majority count excluding votes attached to certain insiders under Canadian minority-protection rules. That second count passed at 96.48%. C21 plans to apply for a final order from the Supreme Court of British Columbia on August 13, 2026, and the companies expect the arrangement to close on or about August 21, 2026, subject to remaining regulatory and court approvals.

The transaction is structured as a court-approved plan of arrangement under British Columbia’s Business Corporations Act. Each C21 share will be exchanged for 0.023052 of a Vireo subordinate voting share, folding C21 into a buyer that describes itself as operating in 10 states with approximately 170 dispensaries nationwide. C21’s contribution is its northern Nevada business: Silver State Relief dispensaries in Sparks, Reno and Fernley, plus roughly 104,000 square feet of cultivation and production capacity.

Vireo chief executive John Mazarakis said in the June announcement that C21 brings “three of the highest volume dispensaries in the state” through the “award-winning Silver State Relief brand,” and that the acquisition extends what he called Vireo’s leading market share in Nevada.

The road to the shareholder vote

C21 ran a formal strategic review before signing. A special committee of the C21 board, working with independent financial and legal advisors, unanimously recommended the transaction, and Needham & Company delivered an opinion that the consideration is fair to C21 shareholders from a financial point of view, according to the June 15, 2026 announcement. The agreement carries a US$3,000,000 termination fee payable by C21 if it accepts a superior proposal, and Vireo signed voting support agreements with C21 directors and executive officers, who agreed to vote their shares in favor. MyCannabis covered the agreement when it was struck.

The C21 deal is one piece of a wider buying run by the Minneapolis-based buyer. Vireo agreed to acquire Planet 13 in an all-stock merger in July 2026, adding the company behind a Las Vegas cannabis superstore at the opposite end of C21’s northern Nevada footprint. On August 7, 2026, the same day C21 shareholders voted, Vireo announced a $65 million credit facility led by Bank of Montreal (BMO ).

C21’s sale to Vireo, by the numbers

• 96.58% – votes cast in favor of the arrangement
• 96.48% – votes in favor on the count excluding certain insiders
• 0.023052 – Vireo subordinate voting shares for each C21 share
• 3 – Silver State Relief dispensaries changing hands, in Sparks, Reno and Fernley
• ~104,000 sq. ft. – C21’s cultivation and production capacity
• ~15 dispensaries and 158,000 sq. ft. – Vireo’s expected Nevada footprint after closing
• US$3,000,000 – termination fee payable by C21 if it accepts a superior proposal

What happens next for C21 and Vireo

C21 plans to apply for the final court order at the Supreme Court of British Columbia on August 13, 2026. The companies expect the arrangement to close on or about August 21, 2026, once remaining regulatory and court approvals and customary closing conditions are satisfied or waived.

On completion, C21’s shares are expected to be delisted from the Canadian Securities Exchange and the OTCQX market, and the company will apply to cease being a reporting issuer under Canadian and U.S. securities laws, ending its run as a standalone public company.