Mr. Obie Strickler reports

GROWN ROGUE CLOSES CONVERTIBLE DEBENTURE FINANCING FOR GROSS PROCEEDS OF US$5,000,000

Grown Rogue International Inc., further to its news release on July 4, 2023, has closed the first tranche of a non-brokered private placement of unsecured convertible debentures with an aggregate principal amount of $5-million (U.S.). Additionally, on closing, the company issued to the subscribers under the offering an aggregate of 13,737,500 common share purchase warrants representing one-half of one warrant for each 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 date of issue, bear interest at a rate equal to 9 per cent per annum, payable in U.S. 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.

"This financing was led by Mindset Capital, a private investment firm focused on the cannabis industry, and its affiliates," said Obie Strickler, chief executive officer of Grown Rogue. "Mindset participated and led the previous round of financing, and is aligned with our strategy of becoming a leading craft cannabis producer. This financing allows us to accelerate our expansion efforts into additional markets," continued Mr. Strickler.

"We are excited to invest more growth capital into Grown Rogue so the company can continue to accelerate its expansion," said Aaron Edelheit, CEO of Mindset Capital. "Grown Rogue has an incredible opportunity to bring its Oregon quality flower and cost structure to limited licence markets and to expand when others are retrenching."

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 warrant will be exercisable into one share at an exercise price of 28 cents for a period of three years from the date of issue and are 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 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 pursuant to Canadian securities laws.

About Grown Rogue International Inc.

Grown Rogue 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, the company 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. The company's strategy is to pursue capital efficient methods to expand into new markets, bringing its craft quality and value to more consumers. The company also continues to make modest investments to improve its outdoor craft cultivation capabilities in preparation for eventual interstate commerce.

We seek Safe Harbor.