Mr. Obie Strickler reports

GROWN ROGUE CLOSES SECOND AND FINAL TRANCHE OF CONVERTIBLE DEBENTURE FINANCING FOR TOTAL PROCEEDS OF US$6,000,000

Further to its news releases on July 4, 2023, and July 13, 2023, Grown Rogue International Inc. has closed the second and final tranche of a non-brokered private placement of unsecured convertible debentures for gross proceeds of $1-million (U.S.), for a total aggregate principal amount under both tranches of $6-million (U.S.). Additionally, on closing, the company issued to subscribers under the second tranche of the offering an aggregate of 2,816,250 common share purchase warrants, representing one-half of one warrant for each 24 cents of principal amount subscribed.

The debentures will mature four years from the closing date, bear interest at a rate equal to 9 per cent per annum, 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.

"This second tranche was committed when the first tranche of the financing was announced in July but was delayed slightly in closing due to cannabis banking issues for transferring the capital," said Obie Strickler, chief executive officer of Grown Rogue. "We are excited to close the final tranche of the convertible financing, strengthening our balance sheet as we continue to look at opportunities in new markets," continued Mr. Strickler.

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 of notice to the debenture holder.

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 (the warrant expiry date) 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 ten consecutive trading days (the acceleration event), 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 from the closing date pursuant to Canadian securities laws.

About Grown Rogue International Inc.

Grown Rogue International is a craft cannabis company operating in Oregon and Michigan. Grown Rogue's strategy is built to win now and in the future, as it profitably delivers craft cannabis at appropriate scale while continually scaling its sun-grown capabilities to support eventual interstate commerce. The company's mission is to bring low-cost, high-quality, craft cannabis from the amazing terroir and legacy of Oregon's Rogue Valley to consumers nationwide.

We seek Safe Harbor.