C21 Investments Inc. (TSXV:CXXI.H) signed a definitive agreement to acquire North American Health Group, LLC and New England Manufactured and Supply, LLC on January 5, 2018. As part of consideration, C21 will issue convertible notes entitling the owners, to receive up to 8.3 million shares of the C21 at a deemed value of CAD 1 per ($0.81) converted share. The note as to 6.3 million shares has no cash value and bears no interest. The note as to 2 million shares has a cash redemption value of $2 million and bears interest at 4% per cent per annum. The sellers can also earn C21 shares for producing EBITDA earnings over a seven-year period. Up to 8 million shares can be earned in total over the seven-year term with a maximum of 2 million shares earned per year. One share shall be issued for each $5 of EBITDA generated so long as the wholesale price of cannabis remains above $1,750 per pound equivalent. In the even the whole sale price of cannabis received by the business falls below $1,400 per pound equivalent then an additional year will be added to the earn out term. The sellers have the option to appoint a person to sit on the Board of Directors of C21. The transaction is subject to regulatory approval including C21 receiving approval to list on the CSE. C21 Investments Inc. (TSXV:CXXI.H) cancelled the acquisition of North American Health Group, LLC and New England Manufactured and Supply, LLC on January 5, 2019.