Mr. Jakob Iotte reports

GROWN ROGUE ANNOUNCES PROPOSED CONVERTIBLE DEBENTURE FINANCING OF UP TO US$5,000,000

Grown Rogue International Inc. proposes to conduct a non-brokered private placement of unsecured convertible debentures with an aggregate principal amount of up to $5-million (U.S.). Each subscriber under the offering shall receive one-half of one common share purchase warrant for every 24 cents of principal amount subscribed. The company may, at its option, increase the offering by an additional $1-million (U.S.) for gross proceeds of up to $6-million (U.S.).

The debentures will mature four years from the closing date (as defined below), bear interest at a rate equal to 9 per cent per annum, are payable in United States currency on the last business day of the month following the end of each calendar quarter and are convertible as set forth below into common shares of the company.

Debentureholders will be entitled, at their option, to convert, at any time on or prior to the maturity date, the outstanding principal amount and accrued interest into shares at a price per share equal to 24 cents. The company may elect to prepay the principal amount together with any interest thereon prior to the maturity date upon providing 30 days notice to the debentureholder.

Each full warrant will be exercisable into one share at an exercise price of 28 cents for a period of three years from the closing date and is subject to an acceleration clause that in the event that the shares close at or above 40 cents per share on the Canadian Securities Exchange for 10 consecutive trading days, the warrant expiry date shall accelerate to 90 days following notice of the acceleration event.

The proceeds of the offering will be used for the expansion of the company's business and for general corporate purposes. The offering is expected to close in multiple tranches within 30 days, with the first closing occurring on or about July 14, 2023. The debentures, the warrants as well as the underlying shares will be subject to a statutory hold period for a period of four months and one day from the closing date.

About Grown Rogue International Inc.

Grown Rogue International is a craft cannabis company focused on delighting customers with premium flower and flower-derived products at fair prices. Its roots are in Southern Oregon where it has demonstrated its capabilities in the highly competitive and discerning Oregon market and, more recently, it successfully expanded its platform to Michigan. The company combines its passion for product and value with a disciplined approach to growth, prioritizing profitability and return on capital. Its strategy is to pursue capital-efficient methods to expand into new markets, bringing Grown Rogue's craft quality and value to more consumers. It also continues to make modest investments to improve its outdoor craft cultivation capabilities in preparation for eventual interstate commerce.

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