Mr. Obie Strickler reports

GROWN ROGUE ANNOUNCES ENTRY INTO NEW JERSEY

Grown Rogue International Inc. has signed a definitive agreement with an option to acquire 70 per cent of ABCO Garden State LLC (ABCO), pending regulatory approval from the New Jersey Cannabis Regulatory Commission (CRC). ABCO has a conditional cultivation and manufacturing license already issued by the CRC and anticipates receiving its annual cultivation license shortly.

The key deal terms are as follows:

Grown Rogue has an option to acquire 70% of ABCO in two tranches, 49% in the first tranche ("Tranche 1") and 21% in the second ("Tranche 2"), pending regulatory approval.

Grown Rogue anticipates exercising its Tranche 1 option upon receiving licensing approval from the CRC with its Tranche 2 option, pending regulatory approval, 2 years after the commencement of operations. Grown Rogue has also secured the right to purchase the remaining 30% of ABCO.

Grown Rogue is paying US$10,000 per option. At the exercise of its Tranche 1 option, Grown Rogue has the option to pay US$1,390,000 ("Tranche 1 Price") at closing or execute a 12.5% interest only note for 2 years at which time the Tranche 1 Price is due and payable. At the exercise of its Tranche 2 option, Grown Rogue will pay US$590,000 ("Tranche 2 Price") at closing.

Except for $100,000 going to the current members of ABCO, the remainder of the Tranche 1 Price and Tranche 2 Price will be used to fund tenant improvements or for general working capital at the ~50,000 square foot facility ("Facility") leased by ABCO. In addition, pending regulatory approval and construction needs, Grown Rogue has agreed to loan up to US$4,000,000 for improvements at the Facility ("Drawdown Loan").

The exercise of the Tranche 1 and Tranche 2 options and the Drawdown Loan are all subject to regulatory approval.

"We are extremely excited to announce our partnership with ABCO, accelerating our ability to bring the quality and value of Grown Rogue products to the consumers in New Jersey," said Obie Strickler, CEO of Grown Rogue. "Over the past two years we have analyzed many expansion opportunities, and none had the risk and reward profile that New Jersey, and specifically this Facility, offers. To put this investment in perspective, Grown Rogue invested US$4,000,000 in capital expenditures in a similar size facility in Michigan and that asset is currently on a run rate of generating nearly $4,000,000 in after tax operating cash flow. To add, the current average selling price of flower in New Jersey is nearly triple the average price of Michigan. We can't wait to bring Grown Rogue's Oregon quality flower and top-notch genetics to New Jersey. We believe we can delight NJ cannabis consumers and reward shareholders due to our battle-tested experience competing in Oregon as the #1 flower producer, and in Michigan as a top 5 indoor flower wholesaler. All expenditures in New Jersey are expected to be done with cash on hand and cash generated from current operations," continued Mr. Strickler.

The retrofit of the Facility is anticipated to start in October 2023, and will likely be constructed in two phases. Construction of Phase 1 is estimated to be completed in Q2 2024 with the first harvest completed in Q3 2024 and will include the construction of ~10,000 square feet of flowering bench space and is estimated to yield ~600 pounds of whole flower per month. The remaining construction is estimated to be completed by the end of 2024 with the first harvest completed in Q1 2025, consisting of total flowering bench space of ~17,000 square feet and ~1,000 pounds of whole flower per month.

The New Jersey cannabis market reported more than US$191,000,000 in sales in the three months ended June 30, 2023. According to MJBizDaily, this market is expected to grow to US$2,400,000,000 by 2026, representing a 40% compound annual growth rate.

About Grown Rogue

Grown Rogue International (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon and Michigan, and in Minnesota and Maryland through an advisory agreement with Goodness Growth Holdings, Inc., is focused on delighting customers with premium flower and flower-derived products at fair prices. Our roots are in Southern Oregon where we have demonstrated our capabilities in the highly competitive and discerning Oregon market and, more recently, we successfully expanded our platform to Michigan. We combine our passion for product and value with a disciplined approach to growth, prioritizing profitability and return on capital. Our strategy is to pursue capital efficient methods to expand into new markets, bringing our craft quality and value to more consumers. We also continue to make modest investments to improve our outdoor craft cultivation capabilities in preparation for eventual interstate commerce.

We seek Safe Harbor.