GRUSF 0001829126-24-003881 6-K Filing: May 31, 2024

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER THE

THESECURITIES EXCHANGE ACT OF 1934

Date: May 30, 2024

Commission File No. 0-53646

GrownRogue International Inc. (formerly Novicius Corp.)

(Translation of Registrant’s name into English)

550 Airport Road

Medford, Oregon, United States 97504

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

TABLEOF CONTENTS

1.	Alternative Monthly Report- Mindset Capital LLC, as originally filed on Sedar on April 30, 2024
2.	Form 51-102F3 Material Change Report regarding Grown Rogue International announcing increasing ownership in Michigan Operations, as originally filed on Sedar on May 6, 2024
3.	Form 20F For the transition period from November 1, 2023 to December 31, 2023, as originally filed on Sedar on May 21, 2024
4.	Management Information Circular – Solicitation of Proxies, as originally filed on Sedar on May 23, 2024
5.	Other – Abridgement of Time Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, as originally filed on Sedar on May 23, 2024
6.	Other – Request for Financial Statements, as originally filed on Sedar on May 23, 2024
7.	Other – Letter of Transmittal, as originally filed on Sedar on May 23, 2024
8.	Form of proxy for use at the Annual and Special Meeting of Shareholders, as originally filed on Sedar on May 23, 2024
9.	Notice of Annual and Special Meeting of Shareholders, as originally filed on Sedar on May 23, 2024
10.	Consolidated Financial Statements for the three months ended March 31, 2024, as originally filed on Sedar on May 29, 2024
11.	Form 51-102F1 Management Discussion and Analysis for the three months ended March 31, 2024, as originally filed on Sedar on May 29, 2024
12.	Form 52-109FV2 CFO Certification of Interim Filings Venture Issuer Basic Certificate, as originally filed on Sedar on May 29, 2024
13.	Form 52-109FV2 CEO Certification of Interim Filings Venture Issuer Basic Certificate, as originally filed on Sedar on May 29, 2024
14.	News Release – Grown Rogue Reports First Quarter 2024 Results, as originally filed on Sedar on May 30, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated May 30, 2024	GROWN ROGUE INTERNATIONAL INC.
	(FORMERLY: NOVICIUS CORP.)
	By:	/s/ Obie Strickler
	Name:	Obie Strickler
	Title:	President & Chief Executive Officer

Exhibit 1

ALTERNATIVE MONTHLY REPORT

PART 4, NATIONAL INSTRUMENT 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues

Item 1 – Security and Reporting Issuer

1.1	The designation of securities to which this report relates and the name and address of the head office of the issuer of the securities:
Name:	GROWN ROGUE INTERNATIONAL INC. (the “Issuer”)
---	---
Address:	550 Airport Road, Medford, OR 97504, United States

This report relates to the common shares of the Issuer.

1.2	The name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place:

The occurrence that triggered the requirement to file this report was the issuance of common shares to the Funds upon the exercise of common share purchase warrants.

Item 2 – Identity of Eligible Institutional Investor

2.1	The name and address of the eligible institutional investor:
Name:	Mindset Capital LLC (“Mindset”)
---	---
Address:	30 W. Mission Street, Suite 8, Santa Barbara CA 93101, United States

Mindset is an “investment manager” as defined in National Instrument 62-103.

2.2	The date of the transaction or other occurrence that triggered the requirement to file this report:

The issuance of the common shares that triggered the requirement to file this report occurred on April 4, 2024.

2.3	The names of any joint actors in connection with the disclosure required by this report:

Aaron Edelheit is the Managing Member of Mindset, which serves as the investment manager (the “Manager”) to Mindset Value Fund LP, Mindset Value Wellness Fund LP, and W&GP Fund 1 LLC (collectively, the “Funds”). The Manager, and Mr. Edelheit as the Managing Member of the Manager, possess control over the common shares held by the Funds.

2.4	A statement that the eligible institutional investor is eligible to file reports under Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities:

Mindset is eligible to file reports under Part 4 of National Instrument 62-103 in respect of the securities of the Issuer held by the Funds.

Item 3 – Interest in Securities of the Reporting Issuer

3.1	The designation and the net increase or decrease in the number or principal amount of securities, and in the eligible institutional investor’s security holding percentage in the class of securities, since the last report filed by the eligible institutional investor under Part 4 of National Instrument 62-103 or the early warning requirements:

Not applicable.

3.2	The designation and number or principal amount of securities and the eligible institutional investor’s security holding percentage in the class of securities at the end of the month for which the report is made:

As of April 30, 2024, Mindset Value Fund LP holds 12,862,625 common shares, Mindset Value Wellness Fund LP holds 12,466,547 common shares, and W&GP Fund 1 LLC holds 929,131 common shares which represents an aggregate of 12.6% of the outstanding common shares of the Issuer.

Additionally, Mindset Value Fund LP holds debentures for a principal amount of an aggregate of US$1,340,000 which are convertible at C$0.24 per share for an aggregate of 7,625,716 common shares of the Issuer. Mindset Value Wellness Fund LP holds a debenture for a principal amount of US$75,000 which is convertible at C$0.24 per share for an aggregate of 426,812 common shares of the Issuer. W&GP Fund 1 LLC holds a debenture for a principal amount of US$685,000 which is convertible at C$0.24 per share for an aggregate of 3,898,220 common shares of the Issuer. The above number of common shares upon the conversion of the debentures are calculated based on an exchange rate of C$1.3658 per US dollar.

In total, Mindset has control over (but not ownership of) an aggregate of 38,209,051 common shares on a partially diluted basis (assuming the conversion of all of the convertible debentures held by the Funds) which represents 15.5% of the outstanding common shares of the Issuer.

3.3	Whether the transaction involved a securities lending arrangement:

The transaction did not involve a securities lending arrangement.

3.4	The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3.2 over which:
(i)	the eligible institutional investor, either alone or together with any joint actors, has ownership and control:
---	---

See paragraph 3.2.

(ii)	the eligible institutional investor, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the eligible institutional investor or any joint actor:

Not applicable.

(iii)	the eligible institutional investor, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:

Mindset has control and direction over an aggregate of 38,209,051 common shares on a partially diluted basis (assuming the conversion of all of the convertible debentures held by the Funds) which represents 15.5% of the outstanding common shares of the Issuer.

3.5	The material terms of any related financial instruments and its impact on the eligible institutional investor’s security holdings if the eligible institutional investor or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required in this report:

Not applicable.

3.6

The material terms of any arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement if the eligible institutional investor or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required in this report:

Not applicable.

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104:

Not applicable.

3.7	The material terms of any agreement, arrangement or understanding if the eligible institutional investor or any of its joint actors is party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the eligible institutional investor’s economic exposure to the security of the class of securities to which this report relates:

Not applicable.

Item 4 – Purpose of the Transaction

4.1	The purpose of the eligible institutional investor and any joint actors in acquiring or disposing of ownership of, or control over, the securities, including any plans or future intention to acquire ownership of, or control over, additional securities of the Issuer:

The Funds currently hold securities of the Issuer for investment purposes only and not for the purpose of influencing control or direction of the Issuer. In the ordinary course of business, Mindset conducts analysis of securities in which the Funds may invest. Based on that analysis, it makes buy and sell decisions on behalf of the Funds. Accordingly, depending upon the circumstances, Mindset may, on behalf of the Funds, acquire additional securities of the Issuer or dispose of securities of the Issuer previously acquired.

Item 5 – Agreements, Arrangements, Commitments or Understandings with Respect to Securities of the Reporting Issuer

5.1

The material terms of any agreements, arrangements, commitments or understandings between the eligible institutional investor and a joint actor and among those persons and any person with respect to securities to which this report relates, including the transfer of the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies:

Purchase, sale and voting authority over the Issuer’s securities is held by Mindset pursuant to various investment advisory agreements between Mindset and the Funds.

Item 6 – Change in Material Fact

6.1	Any change in a material fact set out in a previous report filed by the eligible institutional investor under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the Issuer’s securities:

Not applicable.

Item 7 – Certification

I, as the eligible institutional investor, certify that the statements made in this report are true and complete in every respect.

Dated: April 30, 2024

MINDSET CAPITAL LLC
(signed) “Aaron Edelheit”
Aaron Edelheit
Managing Member
Phone: (805) 284-9405

Exhibit 2

Form 51-102F3

Material Change Report

Item 1	Nameand Address of Company

Grown Rogue International Inc. (“Grown Rogue” or the “Company”)

550 Airport Road

Medford, Oregon

United States 97504

Item 2	Date of Material Change

April 25, 2024

Item 3	News Release

A news release was issued by the Company on April 25, 2024 through the facilities of Cision and was subsequently filed on SEDAR+.

Item 4	Summary of MaterialChange

The Company announced that it increased ownership in its Michigan operations from 52.2% to 80% in two transactions for total consideration of USD$2,780,000, comprised of USD$156,000 in cash at closing, USD$2,000,000 in deferred cash payments, and USD$624,000 through 4-year sellers' notes (collectively the “Transaction”).

Item 5.1	Full Descriptionof Material Change

Under the first transaction comprising the acquisition, the Company purchased the remaining minority interest in Canopy Management, LLC (“Canopy”), which at that time held a 60% interest in Golden Harvests, LLC (“Golden Harvests”) for USD$780,000 (the “CanopyAcquisition”). Prior to the Canopy Acquisition, the Company held an indirect 87% interest in Canopy. Following the completion of the Canopy Acquisition, the Company indirectly holds all of the outstanding securities of Canopy, and, indirectly through Canopy, a 60% interest in Golden Harvests. The USD$780,000 payment to the minority investors consisted of a 20% cash down payment and a seller's note covering the remaining 80%, which requires monthly payments over a period of four years at an interest rate of 5.2% per annum.

Under the second transaction, the Company purchased an additional 20% of the minority interest in Golden Harvests (the “Golden Harvests Acquisition”) for USD$2,000,000 in deferred cash payments, which includes minimum quarterly payments in cash for a period of 4 years, and a potential earnout based on the performance of Golden Harvests. As a result of the Golden Harvests Acquisition, the Company now owns indirectly 80% of Golden Harvests.

- 2 -

The Transaction provides for a valuation of Golden Harvests at USD $10,000,000. All payments owing to the sellers are expected to be completed with cash on hand and cash generated from operations. The Company retains the option to acquire the remaining 20% of Golden Harvests at a fair market valuation.

The minority interest in Golden Harvests is owned by Dave Pleitner, an insider of the Company, and 8% of the interest in Canopy was owned by certain directors of the Company. Such insider participation represented a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but the Transaction was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration paid, exceeded 25% of Grown Rogue’s market capitalization. The purpose and business reason for the transaction was to increase the Company’s ownership interest in its Michigan business operations. It is anticipated that the Transaction will positively impact the Company’s business and affairs by enhancing its operational control and financial returns from these activities.

Mr. Pleitner retains the remaining 20% interest in Golden Harvests that is not indirectly owned by the Company. The Company retains the option to acquire the remaining 20% of Golden Harvests from Mr. Pleitner at a fair market valuation.

The Transaction was reviewed and unanimously approved by the Company’s Board of Directors, which determined that the Transaction was completed on market terms, was fair to minority security holders and in the overall best interests of the Company. No special committee was created because the Transaction was unanimously approved by the Board of Directors.

This material change report was filed less than 21 days before the closing date of the Transaction (the “Closing Date”). In the view of the Company, this was reasonable in the circumstances due to the fact that the terms and definitive agreements of the Transaction were not finalized 21 days before the Closing Date, and the applicable parties wished to complete the Transaction as expeditiously as possible for sound business reasons. There have been no prior valuations of Golden Harvests that are relevant to the above-described Transaction made within the 24-month period before the date of this material change report.

Item 6	Reliance on Subsection 7.1(2) of NationalInstrument 51-102

Not applicable.

Item 7	Omitted Information

Not applicable.

Item 8	Executive Officer

J. Obie Strickler

Chief Executive Officer

Tel: +1 458 226 2100

Email: [email protected]

Item 9	Date of Report

May 6, 2024.

- 3 -

Cautionary Note Regarding Forward Looking Information

FORWARD-LOOKING STATEMENTS

Thisreport contains statements which constitute “forward-looking information” within the meaning of applicable securitieslaws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to futurebusiness activities. Forward-looking information is often identified by the words “may,” “would,”“could,” “should,” “will,” “intend,” “plan,” “anticipate,”“believe,” “estimate,” “expect” or similar expressions and include information regarding: (i)statements regarding the future direction of the Company (ii) the ability of the Company to successfully achieve its business andfinancial objectives, (iii) plans for expansion of the Company and securing applicable regulatory approvals, and (iv) expectationsfor other economic, business, and/or competitive factors. Investors are cautioned that forward-looking information is not based onhistorical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning thebusiness of the Company’s future results or events based on the opinions, assumptions and estimates of management consideredreasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed onsuch information, as unknown or unpredictable factors could have material adverse effects on future results, performance orachievements of the combined company. Among the key factors that could cause actual results to differ materially from thoseprojected in the forward-looking information are the following: changes in general economic, business and political conditions,including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in theamounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in the prevailing pricesfor cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; or adversechanges in the application or enforcement of current laws; compliance with extensive government regulation and related costs, andother risks described in the Company’s public disclosure documents filed on SEDAR+ at www.sedarplus.ca.

Should one or more of these risks or uncertaintiesmaterialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially fromthose described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identifyimportant risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause resultsnot to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

TheCompany is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplacein the United States through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activitieshowever, these activities are currently illegal under United States federal law. Additional information regarding this and other risksand uncertainties relating to the Company's business are disclosed in the Company’s Listing Statement filed on its issuer profileon SEDAR+ at www.sedarplus.ca. Should one or more of these risks, uncertainties or other factors materialize, or should assumptionsunderlying the forward-looking information or forward-looking statements prove incorrect, actual results may vary materially from thosedescribed herein as intended, planned, anticipated, believed, estimated or expected.

Exhibit 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from November 1, 2023 to December 31, 2023

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ______________________

For the transition period from _____________ to _____________

Commission File Number: 000-53646

GROWN ROGUE INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

Ontario, Canada

(Jurisdiction of incorporation or organization)

550 Airport Road, Medford, Oregon, United States,

97504

(Address of principal executive offices)

Obie Strickler, Telephone (458) 226-2100

550 Airport Road, Medford, Oregon, United States 97504

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

(Title of Class)

The number of outstanding shares of the issuer’s common stock as of December 31, 2023, was 182,005,886 shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Table of Contents

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards by the<br> International Accounting Standards Board ☒	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Table of Contents

Table of Contents

PART I			2
	ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	2
	A.	DIRECTORS AND SENIOR MANAGEMENT	2
	B.	ADVISERS	2
	C.	AUDITORS	2
	ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE	2
	A.	OFFER STATISTICS	2
	B.	METHOD AND EXPECTED TIMETABLE	2
	ITEM 3	KEY INFORMATION	2
	A.	[RESERVED]	2
	B.	CAPITALIZATION AND INDEBTEDNESS	2
	C.	REASONS FOR THE OFFER AND USE OF PROCEEDS	2
	D.	RISK FACTORS	2
	ITEM 4	INFORMATION ON THE COMPANY	15
	A.	HISTORY AND DEVELOPMENT OF THE COMPANY	15
	B.	BUSINESS OVERVIEW	19
	C.	ORGANIZATIONAL STRUCTURE	24
	D.	PROPERTY, PLANTS AND EQUIPMENT	25
	ITEM 4A	UNRESOLVED STAFF COMMENTS	26
	ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	26
	A.	OPERATING RESULTS	35
	B.	LIQUIDITY AND CAPITAL RESOURCES	40
	C.	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES	43
	D.	TREND INFORMATION	43
	E.	CRITICAL ACCOUNTING ESTIMATES	43
	ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	43
	A.	DIRECTORS AND SENIOR MANAGEMENT	43
	B.	COMPENSATION	45
	C.	BOARD PRACTICES	49
	D.	EMPLOYEES	55
	E.	SHARE OWNERSHIP	55
****	F.	DISCLOSURE OF REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION	56
	ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	57
	A.	MAJOR SHAREHOLDERS	57
	B.	RELATED PARTY TRANSACTIONS	57
	C.	INTERESTS OF EXPERTS AND COUNSEL	59
	ITEM 8	FINANCIAL INFORMATION	60
	A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	60
	B.	SIGNIFICANT CHANGES	60
	ITEM 9	THE OFFER AND LISTING	60
	A.	OFFER AND LISTING DETAILS	60
	B.	PLAN OF DISTRIBUTION	61
	C.	MARKETS	61
	D.	SELLING SHAREHOLDERS	61
****	E.	DILUTION	61
	F.	EXPENSES OF THE ISSUE	61

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	ITEM 10	ADDITIONAL INFORMATION	61
	A.	SHARE CAPITAL	61
	B.	MEMORANDUM AND ARTICLES OF ASSOCIATION	61
	C.	MATERIAL CONTRACTS	68
	D.	EXCHANGE CONTROLS	69
	E.	TAXATION	70
	F.	DIVIDENDS AND PAYING AGENTS	74
	G.	STATEMENT BY EXPERTS	74
	H.	DOCUMENTS ON DISPLAY	74
	I.	SUBSIDIARY INFORMATION	74
	ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	74
	ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	74
	A.	DEBT SECURITIES	74
	B.	WARRANTS AND RIGHTS	74
	C.	OTHER SECURITIES	74
	D.	AMERICAN DEPOSITORY SHARES	74
PART II			75
	ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	75
	ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	75
****	ITEM 15	CONTROLS AND PROCEDURES	75
****	ITEM 16	[RESERVED]	76
	ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	76
	ITEM 16B.	CODE OF ETHICS	76
	ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	77
	ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	78
	ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	78
	ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	78
	ITEM 16G.	CORPORATE GOVERNANCE	79
	ITEM 16H.	MINE SAFETY DISCLOSURE	79
	ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION	79
****	ITEM 16J.	INSIDER TRADING POLICIES	79
****	ITEM 16K.	CYBERSECURITY	79
PART III			80
	ITEM 17	FINANCIAL STATEMENTS	80
	ITEM 18	FINANCIAL STATEMENTS	80
	ITEM 19	EXHIBITS	81

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GENERAL

In this Transition Report, references to “we”, “us”, “our”, the “Company”, and “Grown Rogue” means Grown Rogue International Inc., and its subsidiaries, unless the context requires otherwise.

We use the United States dollar as our reporting and presentation currency and our consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). All monetary references in this document are to U.S. dollars, unless otherwise indicated. All references in this document to “dollars” or “$” or “U.S.$” mean United States dollars, unless otherwise indicated, and references to “CAD$” mean Canadian dollars.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Much of the information included in this Form 20-F (“Report”) is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. These statements relate to future events or our future financial performance. In some cases you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of those terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other forward-looking statements involve various risks and uncertainties and other factors, including the risks in the section titled “Risk Factors” below, which may cause our actual results, levels of activities, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States (“U.S”), we do not intend to update any of the forward-looking statements to conform those statements to actual results.

Please see Item 3 –. “Key Information — Risk Factors” for a further discussion of certain factors that may cause actual results to differ materially from those indicated by our forward-looking statements. The statements contained in Item 4 – “Information on the Company”, Item 5 – “Operating and Financial Review and Prospects” and Item 11 – “Quantitative and Qualitative Disclosures about Market Risk” are inherently subject to a variety of risks and uncertainties that could cause actual results, performance or achievements to differ significantly. “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

1
Table of Contents

PART I

ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A.	DIRECTORS AND SENIOR MANAGEMENT
---	---

Not applicable.

B.	ADVISERS

Not applicable.

C.	AUDITORS

The independent registered public accounting firm conducting the audit of the Company is Turner, Stone & Company, L.L.P., located at 12700 Park Central Drive, Suite 1400, Dallas, Texas 75251, United States of America.

ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE
A.	OFFER STATISTICS
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Not applicable.

B.	METHOD AND EXPECTED TIMETABLE

Not applicable.

ITEM 3	KEY INFORMATION
A.	[RESERVED]
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B.	CAPITALIZATION AND INDEBTEDNESS
---	---

Not applicable.

C.	REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D.	RISK FACTORS

In addition to the other information presented in this Report, the following risk factors should be given special consideration when evaluating an investment in our securities.

THERE ARE NUMEROUS AND VARIED RISKS, KNOWN AND UNKNOWN, THAT MAY PREVENT US FROM ACHIEVING OUR GOALS. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES WE WILL FACE. IF ANY OF THESE RISKS ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATION MAY BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OF OUR SECURITIES COULD DECLINE AND INVESTORS IN OUR SECURITIES COULD LOSE ALL OR PART OF THEIR INVESTMENT. THE INFORMATION IN THIS REPORT IS COMPLETE AND ACCURATE AS OF THE DATES REFERENCED HEREIN, BUT THE INFORMATION MAY CHANGE AFTER SUCH DATE. SHOULD ONE OR MORE OF THE FOLLOWING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS OF OUR BUSINESS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

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Risks Factors Relating to Our Business

Business is Illegal under U.S. Federal Law. The Company, through its subsidiaries, engages in the medical and adult-use marijuana industry in the United States where local state law permits such activities. Producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a federal crime in the United States. The United States federal government regulates drugs through the Controlled Substances Act (the “Federal CSA”), which places controlled substances, including cannabis, on one of five schedules. Cannabis is currently classified as a Schedule I controlled substance, which is viewed as having a high potential for abuse and having no currently accepted medical use in treatment in the United States. No prescriptions may be written for Schedule I substances, and such substances are subject to production quotas imposed by the United States Drug Enforcement Administration (the “DEA”). Schedule I drugs are the most tightly restricted category of drugs under the Federal CSA. State and territorial laws that allow the use of medical cannabis or legalize cannabis for adult recreational use are in conflict with the Federal CSA, which makes cannabis use and possession illegal at the federal level. Because cannabis is a Schedule I controlled substance, the development of a legal cannabis industry under the laws of these states is in conflict with the Federal CSA, which makes cannabis use and possession illegal on a national level. Additionally, the Supremacy Clause of the United States Constitution establishes that the Constitution, federal laws made pursuant to the Constitution, and treaties made under the Constitution’s authority constitute the supreme law of the land. The Supremacy Clause provides that state courts are bound by the supreme law; in case of conflict between federal and state law, including Oregon, Michigan, and other state law legalizing certain cannabis uses, the federal law must be applied.

Until Congress amends the Federal CSA with respect to marijuana production, processing, distribution, and use, there is a risk that federal authorities may enforce current federal law against companies such as the Company for violation of federal law or they may seek to bring an action or actions against the Company and/or its investors for violation of federal law or otherwise, including, but not limited to, a claim against investors for aiding and abetting another’s criminal activities. The US federal aiding and abetting statute provides that anyone who commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal. Additionally, even if the U.S. federal government does not prove a violation of the Federal CSA, the U.S. federal government may seize, through civil asset forfeiture proceedings, certain assets such as equipment, real estate, moneys and proceeds, or your assets as an investor in the Company, if the U.S. federal government can prove a substantial connection between these assets or your investment and marijuana distribution or cultivation.

On the federal legislative side, a number of bills (some bi-partisan) have been introduced in Congress over the years in an attempt to address and perhaps reconcile the tension between state-legal cannabis programs and federal illegality, including the Strengthening the Tenth Amendment Through Entrusting States (STATES) Act, the Marijuana Opportunity Reinvestment and Expungement Act (MORE) Act, the Cannabis Administration and Opportunity (CAOA) Act, the Secure and Fair Enforcement (SAFE) Banking Act, the Preparing Regulators Effectively for a Post-Prohibition Adult-Use Regulated Environment (PREPARE) Act, and the Small Business Tax Equity (SBTE) Act. Congress has not passed any material marijuana reform legislation in decades.

There has, however, been activity with respect to cannabis from the administrative branch. In 2013, then United States Department of Justice Deputy Attorney General James M. Cole issued a memorandum (the “Cole Memorandum”) for all United States Attorneys providing updated guidance to federal prosecutors concerning marijuana enforcement under the Federal CSA. The Cole Memorandum applied to all Department of Justice federal enforcement activity, including civil enforcement, criminal investigations, and prosecutions concerning marijuana in all states. However, the Cole Memorandum was rescinded by Attorney General Jeff Sessions on January 4, 2018. Notably, the Biden administration has tacitly reverted to the guidance provided in the Cole Memorandum. Although current Attorney General Merrick Garland has not officially reinstated the Cole Memorandum, he advised in written testimony in early 2021 that he did not “think it the best use of the Department’s limited resources to pursue prosecutions of those who are complying with the laws in states that have legalized and are effectively regulating marijuana.” The Department of the Treasury adopted recommendations based on the standards set forth in the Cole Memorandum in its guidance (the “FinCen Guidance”) provided in 2014. Despite the repeal of the Cole Memorandum, the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) has confirmed that the FinCEN Guidance remains in effect and the Department of Treasury indicated it will remain in place.

On October 6, 2022, President Biden, among other things, asked the Secretary of Health and Human Services and the Attorney General to initiate the administrative process to review expeditiously how marijuana is scheduled under federal law. On or about August 29, 2023, Deputy Secretary of Health and Human Services (HHS) Rachel Levine transmitted a letter to the head of the Drug Enforcement Agency (DEA), Anne Milgram, recommending that cannabis and its derivatives be removed from Schedule I of the CSA. HHS’s recommendation is to reschedule cannabis to Schedule III. Schedule III substances are deemed to have medicinal value and have potential for abuse but less than substances in Schedules I or II, and abuse that may lead to moderate or low physical dependence or high psychological dependence. HHS’s recommendation remains pending and the Department of Justice (DOJ), specifically the DEA, is in the process of assessing it. If DOJ accepts the recommendation, it will then promulgate rules to effectuate the reschedule.

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There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned. Unless and until the United States amends the Federal CSA with respect to marijuana, there is a risk that federal authorities may enforce current federal law. If the federal government begins to enforce federal law, or if existing applicable state laws are repealed or curtailed, Grown Rogue’s business, results of operations, financial condition, and prospects would be materially adversely affected. There thus remains a risk that federal authorities may enforce current federal law against companies such as Grown Rogue for violation of federal law or they may seek to bring an action or actions against Grown Rogue and/or its investors for violation of federal law or otherwise, including, but not limited to, a claim against investors for aiding and abetting another’s criminal activities.

In light of the uncertainty surrounding the treatment of United States cannabis-related activities, including the rescission of the Cole Memorandum, the Canadian Securities Administrators published a Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”) on February 8, 2018 setting out certain disclosure expectations for issuers with United States cannabis-related activities. Staff Notice 51-352 includes additional disclosure expectations that apply to all issuers with United States cannabis-related activities, including those with direct and indirect involvement in the cultivation and distribution of cannabis, as well as issuers that provide goods and services to third parties involved in the United States cannabis industry.

Certain Grown Rogue subsidiaries are directly engaged in the cultivation, manufacture, possession, sale, or distribution of cannabis in the recreational cannabis marketplace in the State of Oregon and in the medical and recreational marketplaces in the State of Michigan. Pending regulatory approval, certain Grown Rogue subsidiaries expect to be directly engaged in the cultivation, manufacture, possession, sale, or distribution of cannabis in the recreational cannabis marketplace in New Jersey and Illinois. In accordance with Staff Notice 51-352, Grown Rogue will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and the same will be supplemented and amended to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws, or regulations regarding marijuana regulation. Any non-compliance, citations or notices of violation which may have an impact on Grown Rogue’s licenses, business activities, or operations will be promptly disclosed by Grown Rogue.

Other Laws and Regulations. The industry in which GR Unlimited operates could require the Company and/or GR Unlimited to comply with a myriad of other federal, state and local laws and regulations, which could include, among others, laws and regulations relating to cannabis, personally identifiable information, wage and hour restrictions, health and safety matters, consumer protection and environmental matters. Compliance with such laws and regulations may be costly and a failure to comply with such laws and regulations could result in fines, penalties, litigation and other liability that could materially adversely affect the Company.

The Company’s business and products are and will continue to be regulated by the Oregon Liquor Control Commission (the “OLCC”), the Cannabis Regulatory Agency (the “CRA”) of Michigan, and other regulatory bodies as applicable laws continue to change and develop. Pending regulatory approval, Grown Rogue, through its subsidiaries, expects to participate in Illinois’s and New Jersey’s adult-use markets over the coming year. Regulatory compliance with the OLCC, CRA, and other regulatory bodies, and the process of obtaining regulatory approvals, can be costly and time-consuming. Further, the Company cannot predict what kind of regulatory requirements its business will be subject to in the future. Any delays in obtaining, or failure to obtain, regulatory approvals would significantly delay the development of markets and products and could have a material adverse effect on the Company.

Local, state and U.S. federal laws and enforcement policies concerning marijuana-related conduct are changing rapidly and will continue to do so for the foreseeable future. Changes in applicable law are unpredictable and could have a material adverse effect on the Company. Changes in applicable laws or regulations could significantly diminish the Company’s prospects. The Company has little or no control over potential changes to laws or regulations that may affect its business, including the business of GR Unlimited.

Additionally, governmental regulations affect taxes and levies, healthcare costs, energy usage and labor issues, all of which may have a direct or indirect effect on the Company’s business and its customers or suppliers. Changes in these laws or regulations, or the introduction of new laws or regulations, could increase the costs of doing business for the Company, or its customers or suppliers, or restrict the Company’s actions, causing the Company to be materially adversely affected.

Current and Future Consumer Protection Regulatory Requirements. The Company may manufacture and sell food and other products for human consumption which involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling or transportation phases. Even though the Company intends to grow and sell products that are safe, it has potential product liability risk from the consuming public. The Company could be party to litigation based on consumer claims, product liability or otherwise that could result in significant liability for the Company and adversely affect its financial condition and operations. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that the Company’s products caused illness or injury could adversely affect its reputation with existing and potential customers and its corporate and brand image.

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The U.S. Food and Drug Administration (the “FDA”) may now or in the future regulate the material content of the Company’s products pursuant to the Federal Food, Drug and Cosmetic Act and the Consumer Product Safety Commission (the “CPSC”), which regulates certain aspects of certain products intended for human consumption pursuant to various U.S. federal laws, including the Consumer Product Safety Act and the Poison Prevention Packaging Act. The FDA and the CPSC can require the manufacturer of defective products to repurchase or recall these products and may also impose fines or penalties on the manufacturer. Similar laws exist in some states, cities and other countries in which the Company sells or intends to sell its products. In addition, certain state laws restrict the sale of packaging with certain levels of heavy metals and impose fines and penalties for noncompliance. A recall of any of the Company’s products or any fines and penalties imposed in connection with noncompliance could have a materially adverse effect on its business.

Operational Risks. The Company will be affected by a number of operational risks and it may not be adequately insured for certain risks, including: labor disputes; catastrophic accidents; fires; blockades or other acts of social activism; changes in the regulatory environment; impact of non-compliance with laws and regulations; natural phenomena, such as inclement weather conditions, floods, earthquakes and ground movements. There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the Company’s properties, grow facilities and extraction facilities, personal injury or death, environmental damage, adverse impacts on the Company’s operations, potential legal liability, and adverse governmental action, any of which could have an adverse impact on the Company’s future cash flows, earnings and financial condition. Also, the Company may be subject to or affected by liability or sustain loss for certain risks and hazards against which the Company cannot insure or which it may elect not to insure because of the cost. This lack of insurance coverage could have a material adverse effect on the Company.

Limited Operating History. GR Unlimited has a limited operating history and had no record of prior performance as a separate enterprise prior to the reverse take-over of the Company by GR Unlimited. (See Item 4.A History and Development of the Company). GR Unlimited faces the general risks associated with any new business operating in a competitive industry, including the ability to fund operations from unpredictable cash flow and capital-raising transactions. There can be no assurance that GR Unlimited or the Company will achieve its anticipated investment objectives or operate profitably. The Company’s business must be considered in light of the risks, expenses, and problems frequently encountered by companies in their early stages of development. Specifically, such risks may include, among others:

●	inability to fund operations from unpredictable cash flows;
●	failure to anticipate and adapt to developing markets;
---	---
●	inability to attract, retain and motivate qualified personnel; and
---	---
●	failure to operate profitably in a competitive industry.
---	---

There can be no assurance that the Company will be successful in addressing these risks. To the extent it is unsuccessful in addressing these risks, the Company may be materially and adversely affected. There can be no assurance that the Company will sustain profitability.

The Company will not be able to deduct many normal business expenses. Under Section 280E of the U.S. Internal Revenue Code (the “IRC”), many normal business expenses incurred in the trafficking of marijuana are not deductible in calculating its U.S. federal income tax liability. A result of IRC Section 280E is that an otherwise profitable business may in fact operate at a loss, after taking into account its U.S. federal income tax expenses. Although the Company has accounted for IRC Section 280E in its financial projections and models, the application of IRC Section 280E may have a material adverse effect on the Company.

External Factors. The Company’s business strategy includes commercial scale production and sales of cannabis. The success of this strategy is subject to numerous external factors, such as the availability of suitable land packages, the Company’s ability to attract, train and retain qualified personnel, the ability to access capital, the ability to obtain required state and local permits and licenses, the prevailing laws and regulatory environment of each jurisdiction in which the Company may operate, which are subject to change at any time, the degree of competition within the industries and markets in which the Company operates and its effect on the Company’s ability to retain existing and attract new customers. Some of these factors are beyond the Company’s control.

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Failure to Manage Growth Effectively. The rapid execution necessary for the Company to successfully implement its business strategy requires an effective planning and management process. The Company will be required to continually improve its financial and management controls, reporting systems and procedures on a timely basis, and to expand, train and manage its personnel. There can be no assurance that the Company’s procedures or controls will be adequate to support operations. If the Company is unable to manage growth effectively, it could suffer a material adverse effect.

Changes in Industry Standards. The industry in which the Company operates could be subject to rapid changes, including, among others, changes in consumer requirements and preferences. There can be no assurance that the demand for any products or services offered by the Company will continue, or that the mix of the Company’s future product and service offerings will satisfy evolving consumer preferences. The success of the Company will be dependent upon its ability to develop, introduce and market products and services that respond to such changes in a timely fashion. Consumer preferences change from time to time and can be affected by a number of different and unexpected trends. The Company’s failure to anticipate, identify or react quickly to these changes and trends, and to introduce new and improved products on a timely basis, could result in reduced demand for the Company’s products, which in turn cause a material adverse impact to the Company.

Dependence on Technology. The Company relies on information technology systems. All of these systems are dependent upon computer and telecommunications equipment, software systems and Internet access. The temporary or permanent loss of any component of these systems through hardware failures, software errors, the vulnerability of the Internet, operating malfunctions or otherwise could interrupt the Company’s business operations and materially adversely affect the Company.

Failure to Protect Intellectual Property. Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a crime under the Federal CSA, the U.S. Patent and Trademark Office will not permit the registration of any trademark that identifies marijuana products. As a result, the Company likely will be unable to protect the marijuana product trademarks beyond the geographic areas in which the Company conducts business. The use of GR Unlimited trademarks by one or more other persons could have a material adverse effect on the Company.

Even if the Company obtains federal, state or international trademark or copyright registrations for any products or services it develops, such registrations may not provide adequate protection. The Company may also rely on federal, state and international trade secret, trademark and copyright laws, as well as contractual obligations with employees and third parties, to protect intellectual property. Such laws and contracts may not provide adequate protection. Despite the efforts to protect its intellectual property, unauthorized parties may attempt to copy aspects of the Company’s products or services, or obtain and use information that the Company regards as proprietary. The Company’s efforts to protect its intellectual property from third-party discovery and infringement may be insufficient and third parties may independently develop products or services similar to the Company or duplicate their products or services. In addition, third parties may assert that the Company’s products or services infringe their intellectual property.

Vulnerability to Rising Energy Costs. The Company’s marijuana growing operations consume considerable energy, making the Company vulnerable to rising energy costs. Rising or volatile energy costs may adversely impact the business of the Company and its ability to operate profitably. Increased energy costs would result in higher transportation, freight and other operating costs, including increases in the cost of ingredients and supplies. The Company’s future operating expenses and margins could be dependent on its ability to manage the impact of such cost increases. If energy costs increase, there is no guarantee that such costs can be fully passed along to consumers through increased prices.

Agricultural Operations. Since the Company’s business revolves mainly around the cultivation of cannabis, an agricultural product, the risks inherent with agricultural businesses will apply. Such risks may include plant and other diseases, insect pests, adverse weather (including but not limited to drought, high winds, earthquakes and/or wildfire) and growing conditions, and new government regulations regarding farming and the marketing of agricultural products, among others. There is a risk that these and other natural elements will have a material adverse effect on the production of the Company’s products, which in turn could have a material adverse effect on its results of operations.

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Security Risks. The business premises of GR Unlimited are a target for theft. While the Company has implemented security measures and continues to monitor and improve its security measures, its cultivation and processing facilities could be subject to break-ins, robberies and other breaches in security. If there was a breach in security and the Company fell victim to a robbery or theft, the loss of cash, cannabis plants, cannabis oils, cannabis flowers and cultivation and processing equipment could have a material adverse impact on the business, financial condition and results of operation of the Company.

Liability, Enforcement, Complaints, etc. The Company’s participation in the marijuana industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities. Litigation, complaints, and enforcement actions could consume considerable amounts of financial and other corporate resources, which could have an adverse effect on the Company’s future cash flows, earnings, results of operations and financial condition.

Licenses. The Company’s success depends on its ability to obtain and maintain marijuana licenses from state and local authorities including the OLCC and CRA. If the Company fails to obtain or maintain one or more marijuana production licenses from the OLCC, CRA, or other applicable state or local government authorities, its business will be limited to Oregon’s medical marijuana market only, which may not be a viable long-term business model. The Company’s failure to obtain and maintain a marijuana license from the OLCC, CRA, or other applicable state or local governmental authorities will have a material adverse effect on the Company and possibly require it to cease operations.

Limited Customer Base; Retail Price Volatility. The customers of the Company’s cannabis production business will be limited to other state-licensed marijuana businesses that the Company operates in, which currently includes Oregon and Michigan. The Company currently may not sell its products to any business or person located outside Oregon and Michigan. Generally, the Company will not be able to sell any of its products outside of the state of production. Consequently, the Company’s customer base is limited to the jurisdictions it operates in for any cannabis based products, which currently includes Oregon and Michigan. The retail and wholesale prices in Oregon and Michigan have demonstrated significant volatility over time. Price declines, if sustained, will have a material adverse effect on the Company.

Local Laws and Ordinances. Although legal under Oregon and Michigan state law, local governments have the ability to limit, restrict, and ban medical or recreational cannabis businesses from operating within their jurisdiction. Land use, zoning, local ordinances, and similar laws could also be adopted or changed, and have a material adverse effect on the Company.

The Company’s contracts may be unenforceable and property may be subject to seizure. As the U.S. Federal CSA currently prohibits the production, processing and use of marijuana, contracts with third parties (suppliers, vendors, landlords, etc.) pertaining to the production, processing, or selling of marijuana-related products, including any leases for real property, may be unenforceable. In addition, if the U.S. federal government begins strict enforcement of the Federal CSA, any property (personal or real) used in connection with a marijuana-related business may be seized by and forfeited to the federal government. In this case, the Company’s inability to enforce contracts or any loss of business property (whether the Company’s or its vendors’) will have a material adverse effect on the Company.

Third party service providers to the Company may withdraw or suspend their service. Because under U.S. federal law the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminal acts under federal law, companies that provide goods and/or services to companies engaged in cannabis-related activities may, under threat of federal civil and/or criminal prosecution, suspend or withdraw their services. Any suspension of service and inability to procure goods or services from an alternative source, even on a temporary basis, that causes interruptions in the Company’s operations could have a material adverse effect on the Company.

The Company’s business is highly regulated and it may not be issued necessary licenses, permits, and cards. The Company’s business and products are and will continue to be regulated as applicable laws continue to change and develop. Regulatory compliance and the process of obtaining regulatory approvals can be costly and time-consuming. Even if the Company obtains one or more licenses from the OLCC, CRA, or other applicable state or local governmental authorities, no assurance can be given that it will receive all of the other licenses and permits that will be required to operate. Further the Company cannot predict what kind of regulatory requirements its business will be subject to in the future.

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The marijuana industry faces significant opposition in the United States. It is believed by many that large well-funded businesses may have strong economic opposition to the marijuana industry. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana industry. Any inroads the pharmaceutical industry could make in halting or impeding the development of the marijuana industry could have a material adverse effect on the Company.

The size of the target market is difficult to quantify. Because the cannabis industry is in an early stage with uncertain boundaries, there is a lack of information about comparable companies, and few, if any, established companies whose business model the Company can follow or upon whose success the Company can build. Accordingly, there can be no assurance that the Company’s estimates are accurate or that the market size is sufficiently large for its business to grow as projected, which may negatively impact its financial results.

The Company has numerous competitors. Its marijuana production business is not, by itself, unique. The Company has numerous competitors throughout Oregon, Michigan, and other states utilizing a substantially similar business model. Excessive competition may impact sales and may cause the Company to reduce prices. Any material reduction in prices could have a material adverse effect on the Company. We are operating in a highly competitive industry where we may compete with numerous other companies in the marijuana industry, who may have far greater resources, more experience, and personnel perhaps more qualified than we do. There can be no assurance that we will be able to successfully compete against these other entities. To remain competitive, we will require a continued high level of investment in research and development, marketing, sales and client support. We may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect our business, financial condition and results of operations.

The Company may not be able to obtain or maintain a bank account. Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a crime under the Federal CSA, most banks and other financial institutions are unwilling to provide banking services to marijuana businesses due to concerns about criminal liability under the Federal CSA as well as concerns related to federal money laundering rules under the U.S. Bank Secrecy Act. In February 2014, the Financial Crimes Enforcement Network (“FinCEN”) bureau of the U.S. Treasury Department issued guidance (which is not law) with respect to financial institutions providing banking services to cannabis business, including burdensome due diligence expectations and reporting requirements. This guidance does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the DOJ, FinCEN or other federal regulators. Thus, most banks and other financial institutions do not appear to be comfortable providing banking services to cannabis-related businesses, or relying on this guidance, which can be amended or revoked at any time. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses. As a result, many cannabis businesses still operate on an all-cash basis. Operating on an all-cash or predominantly-cash basis makes it difficult for the Company to manage its business, pay its employees and pay its taxes, and may create serious safety issues for the Company, its employees and its service providers. Although the Company currently has several bank accounts, its inability to maintain those bank accounts, or obtain and maintain other bank accounts, could have a material adverse effect on the Company.

The protections of U.S. bankruptcy law may be unavailable. As discussed above, the use of marijuana is illegal under U.S. federal law. Therefore, it may be argued that the federal bankruptcy courts cannot provide relief for parties who engage in marijuana or marijuana-related businesses. Recent bankruptcy court rulings have denied bankruptcies for dispensaries upon the justification that businesses cannot violate federal law and then claim the benefits of federal bankruptcy for the same activity. In addition, some courts have reasoned that courts cannot ask a bankruptcy trustee to take possession of and distribute marijuana assets as such action would violate the Federal CSA. Therefore, the Company may not be able to seek the protection of the bankruptcy courts for the equal protection of creditors or debtor-in-possession financing or obtain credit from federal-charted financial institutions.

The Company may have a difficult time obtaining insurance which may expose the Company to additional risk and financial liabilities. Insurance that is otherwise readily available, such as workers compensation, general liability, and directors and officers insurance, is more difficult for the Company to find, and more expensive, because it is in the cannabis industry. There are no guarantees that the Company will be able to find such insurance in the future, or that the cost will be affordable. If the Company is forced to go without such insurance, it may prevent the Company from entering into certain business sectors, may inhibit its growth, may expose the Company to additional risk and financial liabilities and could have a material adverse effect on the Company.

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The Company’s websites are accessible in jurisdictions where medicinal or recreational use of marijuana is not permitted and, as a result the Company may be found to be violating the laws of those jurisdictions. The Company’s websites, which advertise its products for use in connection with marijuana, are visible in jurisdictions where the medical and recreational use of marijuana is unlawful. As a result, the Company may face legal action brought against it by such jurisdictions for engaging in an activity illegal in that jurisdiction. Such an action could have a material adverse effect on the Company.

Currency Fluctuations. Due to the Company’s operations in the United States, and its intention to continue future operations outside Canada, the Company may be exposed to significant currency fluctuations. All or substantially all of the Company’s financings will be raised in Canadian dollars, but a substantial portion of the Company’s operating expenses are incurred in US dollars. There is no expectation that the Company will put any currency hedging arrangements in place. Fluctuations in the exchange rate between the US dollar and the Canadian dollar may have a material adverse effect on the Company’s business, financial condition and operating results. The Company may, in the future, establish a program to hedge a portion of its foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if the Company develops a hedging program, there can be no assurance that it will effectively mitigate currency risks.

Risks Associated with Acquisitions. As part of its overall business strategy, the Company may pursue select strategic acquisitions, which could provide additional product offerings, vertical integrations, additional industry expertise, and a stronger industry presence in both existing and new jurisdictions. Future acquisitions may expose it to potential risks, including risks associated with: (a) the integration of new operations, services and personnel; (b) unforeseen or hidden liabilities; (c) the diversion of resources from the existing business and technology; (d) potential inability to generate sufficient revenue to offset new costs; (e) the expenses of acquisitions; or (f) the potential loss of or harm to relationships with both employees and existing users resulting from its integration of new businesses. In addition, any proposed acquisitions may be subject to regulatory approval.

Environmental Risks. The Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors (or the equivalent thereof) and employees. There is no assurance that future changes in environmental regulation, if any, will not materially adversely affect the Company.

Government environmental approvals and permits are currently, and may in the future, be required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from its proposed production of medical and/or recreational marijuana or from proceeding with the development of its operations as currently proposed.

Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Company may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing the production of marijuana, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenses, capital expenditures or production costs or reduction in levels of production or require abandonment or delays in development.

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Border crossing for non-U.S. residents may create additional challenges. Although cannabis use and sale is legal and regulated in numerous U.S. states, individuals who are not U.S. residents and employed or involved with licensed cannabis companies could be denied entry or face lifetime bans from the U.S. for their involvement with such companies. There has been increasing anecdotal evidence of non-U.S. residents who are involved in the cannabis industry being denied entry at the U.S. border or facing lifetime bans from the U.S. after disclosing to U.S. border officials the nature of their work. The Company’s Board of Directors is made up of both U.S. and non-U.S. residents, so there is no guarantee that certain members of the Company’s board would not be subject to such denials or bans. Should a director be prevented from entering the U.S., either in one instance or permanently, his or her ability to serve the Company as a board member could be hindered. This could equally impact any other non-U.S. resident employees employed by the Company.

The Company may suffer reduced profitability if it loses foreign private issuer status in the United States. If, as of the last business day of the Company’s second fiscal quarter for any year, more than 50% of the Company’s outstanding voting securities are directly or indirectly held of record by residents of the United States, the Company will no longer meet the definition of a “Foreign Private Issuer” under the rules of the U.S. Securities and Exchange Commission (the “SEC”). This change in status could have a significant effect on the Company as it would significantly complicate the raising of capital through the offer and sales of securities and reporting requirements, resulting in increased audit, legal and administration costs. The loss of Foreign Private Issuer status could have a material adverse effect on the Company.

United States Tax Classification of the Company. The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is expected to be subject to U.S. federal income tax on its worldwide income. The Company is also, regardless of any application of IRC Section 7874, treated as a Canadian resident company (as defined in the Income Tax Act (Canada) (the “ITA”) for Canadian income tax purposes. As a result, the Company will be subject to taxation both in Canada and the United States which will have a material adverse effect on it.

General Risk Factors

Holding Company Status. As a result of the reverse takeover transaction (the “Transaction”), the Company is currently a holding company and essentially all of its operating assets are the capital stock of its subsidiaries. As a result, investors in the Company are subject to the risks attributable to its subsidiaries. As a holding company, the Company conducts substantially all of its business through its subsidiaries, which generate substantially all of its revenues. Consequently, the Company’s cash flows are dependent on the earnings of its subsidiaries and the distribution of those earnings to the Company. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt or other contracts, in each case, which could limit the ability to pay such dividends or distributions, if at all. In the event of a bankruptcy, liquidation or reorganization of any of the Company’s subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to Grown Rogue.

We may require additional capital which may not be available to us on acceptable terms, or at all. We have accumulated significant losses and negative cash flows from operations in recent years. At December 31, 2023, we had working capital of $3,842,334, accumulated deficit of $20,353,629, and generated net income of $672,427 for the transition period ended December 31, 2023. At October 31, 2023, we had working capital of $4,417,356, accumulated deficit of $20,996,449, and generated a net loss of $662,320 for the year ending October 31, 2023. We may not have sufficient funds to meet our liabilities for the ensuing twelve months as they become due. Our ability to continue operations and fund our liabilities may become dependent on our ability to secure additional financing and cash flow.

We have significant trade and other payables which may make it difficult to service our debts and adversely affects our ability to obtain additional financing. At December 31, 2023, we had trade and other payables in the amount of $1,358,962. At October 31, 2023, we had trade and other payables in the amount of $2,359,750. If in the future we are unable to service our debt obligations we may, among other things, need to refinance all or a portion of our debt at an increased borrowing cost, obtain additional financing, delay capital expenditures, or sell material assets. If we are not able to re-finance our debt as necessary, obtain additional financing, or sell assets on commercially acceptable terms or at all, we may not be able to satisfy our debt obligations and continue business operations.

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We must continue to institute procedures designed to avoid potential conflicts involving our officers and directors. Some of our directors and officers are or may serve on the Board(s) of Directors of other companies from time to time. Pursuant to the provisions of the Business Corporations Act (Ontario), our directors and senior officers must disclose material interests in any contract or transaction (or proposed contract or transaction) material to us. To avoid the possibility of conflicts of interest that may arise out of their fiduciary responsibilities to each of the boards, all such directors have agreed to abstain from voting with respect to a conflict of interest between the applicable companies. In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or members of management, may have a conflict.

We rely on the expertise of certain persons and must ensure that these relationships are developed and maintained. We are dependent on the advice and project management skills of various consultants and joint venture partners contracted by us from time to time. Our failure to develop and maintain relationships with qualified consultants and joint venture partners will have a material adverse effect on our business and operating results.

We must indemnify our officers and directors against certain actions. Our articles contain provisions that state that we must indemnify every director or officer, subject to the limitations of the Business Corporations Act (Ontario), against all losses or liabilities that our directors or officers may sustain or incur in the execution of their duties and subject to other applicable law. Our articles further state that no director or officer will be liable for any loss, damage, or misfortune that may happen to, or be incurred by us in the execution of his duties if he acted honestly and in good faith with a view to our best interests. Such limitations on liability may reduce the likelihood of litigation against our officers and directors and may discourage or deter our shareholders from suing our officers and directors based upon breaches of their duties to us, though such an action, if successful, might otherwise benefit us and our shareholders.

Possible volatility of price of shares of our securities. The market price for our securities may be volatile and is subject to significant fluctuations in response to a variety of factors, including the liquidity of the market for our securities, variations in our quarterly operating results, regulatory or other changes in the cannabis industry generally, announcements of business developments by us or our competitors, litigation, changes in operating costs and variations in general market conditions. Because we have a limited operating history in the cannabis industry, the market price for our securities may be more volatile than that of a seasoned issuer. Changes in the market price of our securities may have no connection with our operating results. No predictions or projections can be made as to what the prevailing market price for our securities will be at any time.

Our investors may have difficulty selling our securities as there is a limited public trading market for such securities. An investor in the Company may find it difficult to resell our securities. There is only a limited public market for our securities, and no assurance can be given that a broad or active public trading market will develop in the future or, if developed, that it will be sustained. Our common stock trades on the OTC Markets and the Canadian Securities Exchange (the “CSE”). Our common stock has not been qualified under any applicable U.S. state blue-sky laws, and we are under no obligation to so qualify or register our common stock, or otherwise take action to improve the public market for such securities. Our common stock could have limited marketability due to the following factors, each of which could impair the timing, value and market for such securities: (a) lack of profits; (b) need for additional capital; (c) limited public market for such securities; (d) the applicability of certain resale requirements under the Securities Act; and (e) applicable blue sky laws and the other factors discussed in this Risk Factors section.

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Risks Factors Relating to Our Securities

As a public company we are subject to complex legal and accounting requirements that will require us to incur significant expenses and will expose us to risk of non-compliance. As a public company, we are subject to numerous legal and accounting requirements in both Canada and the United States that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence, delisting or deregistration of our securities, and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage compared to privately held and larger public competitors. We have previously received and resolved a cease trade order from the Ontario Securities Commission for failure to meet filing requirements. We are also currently the subject of an SEC enforcement action seeking to revoke registration of our common stock.

We do not anticipate paying dividends on shares of our common stock. We do not anticipate paying cash dividends on shares of our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide, in our sole discretion, not to pay dividends. The declaration, payment, and amount of any future dividends will be made at the discretion of our Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our Board of Directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Our shareholders may experience dilution of their ownership interests because of our future issuance of additional shares of common stock. Our organizational and corporate documents authorize the issuance of an unlimited number of shares of common stock, without par value. In the event that we are required to issue additional shares of common stock or securities exercisable for or convertible into additional shares of common stock, enter into private placements to raise financing through the sale of equity securities, the interests of our existing shareholders will be diluted and existing shareholders may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we do issue additional shares, it will cause a reduction in the proportionate ownership and voting power of all existing shareholders. As of December 31, 2023, we had outstanding the following share purchase options: 8,650,000 options exercisable at CAD$0.15 per share, 1,150,000 options exercisable at CAD$0.16, 1,400,000 options exercisable at a weighted average exercise price of CAD$0.30 per share, and 600,000 options exercisable at a weighted average exercise price of CAD$0.39 per share. As of October 31, 2023, we had outstanding the following share purchase options: 8,655,000 options exercisable at CAD$0.15 per share, 1,150,000 options exercisable at CAD$0.16, and 1,400,000 options exercisable at a weighted average exercise price of CAD$0.30 per share. As of December 31, 2023, we had outstanding the following common share purchase warrants: 6,716,499 warrants exercisable at CAD$0.25, 13,737,500 warrants exercisable at CAD$0.28 per share, 2,816,250 warrants exercisable at CAD$0.28 and 8,500,000 warrants exercisable at CAD$0.33 per share. As of October 31, 2023, we had outstanding the following common share purchase warrants: 6,716,499 warrants exercisable at CAD$0.25, 13,737,500 warrants exercisable at CAD$0.28 per share, 2,816,250 warrants exercisable at CAD$0.28 and 8,500,000 warrants exercisable at CAD$0.33 per share. (See Item 5: “Operating and Financial Review and Prospects” – “Share Capital and Reserves and Derivative Liabilities” and Item 4.A “History and Development of the Company”).

Applicable SEC rules governing the trading of “penny stocks” will limit the trading and liquidity of our common stock and may affect the trade price for our common stock. The SEC has adopted rules which generally define “penny stock” to be any equity security that has a market price (as defined) of less than U.S.$5.00 per share or an exercise price of less than U.S.$5.00 per share, subject to certain exceptions. Our securities will be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of U.S.$5,000,000 or individuals with a net worth in excess of U.S.$1,000,000 or annual income exceeding U.S.$200,000 or U.S.$300,000 jointly with their spouse.

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the shares that are subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We expect that the penny stock rules will discourage investor interest in and limit the marketability of shares of our common stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements will make it more difficult for broker-dealers to recommend that their customers buy shares of our common stock, which may limit your ability to buy and sell our shares and have an adverse effect on the market for our shares.

FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our securities. In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a client, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that client. Prior to recommending speculative, low-priced securities to their non-institutional clients, broker-dealers must make reasonable efforts to obtain information about the client’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low-priced securities will not be suitable for at least some clients. FINRA requirements make it more difficult for broker-dealers to recommend that their clients buy our securities, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our securities.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our management. Changing laws, regulations, and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team needs to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Changes in tax laws or tax rulings could materially affect our financial position and results of operations. Changes in tax laws or tax rulings could materially affect our financial position and results of operations. Certain changes in the taxation of business activities may increase our worldwide effective tax rate and harm our financial position and results of operations.

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Because we are quoted on the OTC Markets instead of a national securities exchange in the United States, our U.S. investors may have more difficulty selling their stock or experience negative volatility on the market price of our stock in the United States. In the United States, shares of our common stock are quoted on the OTC Markets. The OTC Markets is marketed as an electronic exchange for high growth and early stage U.S. companies and a prospective “final step toward a NASDAQ or NYSE listing” (although no assurances can be provided that such change of market shall occur). Trades are settled and cleared in the U.S. similar to any NASDAQ or NYSE stock and trade reports are disseminated through Yahoo, Bloomberg, Reuters, and most other financial data providers. The OTC Markets may be significantly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTC Markets as compared to a national securities exchange in the United States, such as the New York Stock Exchange, the NASDAQ Stock Market or the NYSE American. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. U.S. investors in shares of our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for shares of our common stock. Accordingly, our U.S. shareholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for shares of our common stock improves.

Volatility in our common share price may subject us to securities litigation, thereby diverting our resources that may have a material effect on our profitability and results of operations. The market for shares of our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. This type of litigation could result in substantial costs and could divert management’s attention and resources.

Rule 144 sales in the future may have a depressive effect on the price of shares of our common stock as an increase in supply of shares for sale, with no corresponding increase in demand may cause prices to fall. All of the outstanding shares of common stock held by the present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act of 1933 (the “Securities Act of 1933”), as amended. As restricted shares, these shares may be resold in the U.S. only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act of 1933 and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of the Company’s issued and outstanding common stock or the average of the four-week trading volume. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if the Company is a current reporting company under the Securities Exchange Act of 1934. A sale under Rule 144 or under any other exemption from the Securities Act of 1933, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) could have a material adverse effect on our business and our operating results. Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting. In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

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We have previously identified significant deficiencies in our internal controls related to Section 404 of the Sarbanes-Oxley Act. Although we have employed qualified personnel and adopted policies and procedures to address these significant deficiencies, we cannot assure you that the measures we are taking will effectively or completely remediate these significant deficiencies or that we will implement and maintain adequate controls over our financial process and reporting in the future. If we fail to sufficiently maintain these remediations, or otherwise fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting in the future, our financial statements may contain material misstatements, investors may lose confidence in our reported financial information, and we may become subject to sanctions or investigations by the SEC or other regulatory authorities, which could have a negative effect on the trading price of our securities and entail the expenditure of additional financial and management resources. Any such failure could also adversely affect the results of the management evaluations of our internal controls.

ITEM 4	INFORMATION ON THE COMPANY

In November 2018 the Company entered into a Transaction combining its business operations with GR Unlimited, resulting in a reverse takeover by GR Unlimited. Prior to the Transaction, we were an emerging media and internet company with a focus on user experience and engagement, creating brands, products and destinations globally, regionally and by language that are value driven providing an informative, interactive, entertaining and engaging look at content.

As a result of the reverse takeover Transaction, we became a fully integrated, seed to experience cannabis brand with a focus on user experience. The Company delivers cannabis related products to cannabis users in the state of Oregon with intent to expand into other markets. The Company manages indoor and outdoor growing facilities in the Rogue Valley of Southern Oregon to take advantage of the unique microclimates inherent to each of the various farm locations that help create varied flavor and product profiles while retaining the unique core characteristics that consumers desire. In 2021, we expanded into Michigan by obtaining an interest in an operating company with an indoor grow facility.

Shares of our common stock are quoted on the OTC Markets under the symbol GRUSF and listed on the CSE under the symbol GRIN. Our registered office is located at 40 King St W Suite 5800, Toronto, ON M5H 3S1. Telephone (416) 364-4039, Facsimile (416) 364-8244. Our management office is located at 550 Airport Road, Medford, Oregon, United States, 97504. Our books and financial records are located in the management office. Our Canadian public filings can be accessed and viewed via the System for Electronic Data Analysis and Retrieval (“SEDAR”) at www.sedar.com. Readers can also access and view our Canadian public insider trading reports via the System for Electronic Disclosure by Insiders at www.sedi.ca.

Our Registrar and Transfer Agent is Capital Transfer Agency ULC located at Suite 920, 390 Bay Street, Toronto, Ontario, M5H 2Y2. Our Co-transfer Agent is Worldwide Stock Transfer, LLC located at One University Plaza, Suite 505, Hackensack, N.J. 07601.

Our U.S. public filings are available at the public reference room of the SEC located at 100 F Street, N.E., Room 1580, Washington, DC 20549 and on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the SEC at the website maintained by the SEC at www.sec.gov.

A.	HISTORY AND DEVELOPMENT OF THE COMPANY

The Company’s legal name is Grown Rogue International Inc. The Company’s commercial name is Grown Rogue. The Company is a Canadian corporation. We were incorporated in Ontario, Canada on September 22, 1978, under the Business Corporations Act (Ontario), under the name Bonanza Red Lake Explorations Inc. (“Bonanza Red Lake”). Between the time of our incorporation and fiscal year 2013, we operated predominantly as a mining and energy company. During that time period, we underwent various share consolidations, exchanges, and issuances of shares of our common stock. Our mining and energy operations took place in different parts of Canada and the United States. The Company’s name was changed from Bonanza Red Lake Explorations Inc. to Eugenic Corp; and from Eugenic Corp to Eagleford Energy Inc. and subsequently Eagleford Energy Corp.

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During fiscal 2014 and 2015, the Company’s principal activities consisted of exploration, development and production of petroleum and natural gas properties. In 2016, the Company divested itself of is mining, petroleum and natural gas assets, changed its name to Intelligent Content Enterprises Inc. and began acquiring assets to facilitate operations as a digital media and technology company.

During January and February 2017, the Company developed a technology-based platform, through its wholly owned subsidiary DoubleTap Daily Inc., (“DoubleTap”) creating a digital media asset designed to showcase content and deliver digital media to engage social discourse while facilitating advertising and eCommerce with the intent to improve the overall user experience. The Company launched the platform during March 2017, changed its name to Novicius Corp. in May 2017 and also began implementing native advertising services and ad-overlay services on its digital media asset for commercialization.

During the summer of 2017, DoubleTap executed its strategy to drive revenues through technologies and services that deliver content, social and digital media, eCommerce and advertising. Management continued developing the asset, by focusing activities to acquire content creators, bloggers and influencers while building a sales pipeline to position growth. DoubleTap continued activities to expand its social media reach, and web presence of its website. The digital media marketplace is crowded and competitive and although DoubleTap’s web presence was growing, management was unable to sustain or build revenues that exceeded its expenditures. In the month of September of 2017, the Company maintained its digital media, and advertising platform while pursuing further ventures of merit to enhance shareholder value. Such efforts resulted in a non-binding Letter of Intent to combine with GR Unlimited as announced on September 28, 2017. The Company divested of DoubleTap Daily Inc. and its business following the closing of the Transaction.

Effective November 15, 2018 and pursuant to the Definitive Agreement, the Company combined its business operations with GR Unlimited, resulting in a reverse take-over of the Company by GR Unlimited. Pursuant to this reverse takeover, the Company issued 60,746,202 common shares at a deemed price of CAD$0.44 and 5,446,202 warrants with an exercise price of $0.55 per share.

Effective November 1, 2018, we changed our name from Novicius Corp. to Grown Rogue International Inc.

During the transition period ended December 31, 2023, and the fiscal years ended October 31, 2023 and 2022, the Company invested $770,010, $4,008,866, and $4,000,874, respectively, on property and equipment, the significant majority of which was spent on the build-out of its indoor growing and processing facilities. The Company anticipates further expenditures to be made on future opportunities evaluated by the Company. Any expenditure that exceeds available cash will be required to be funded by additional share capital or debt issued by the Company, or by other means. The Company’s long-term profitability will depend upon its ability to successfully implement its business plan. The Company’s past primary source of liquidity and capital resources has been proceeds from the issuance of share capital, debt, shareholders’ loans, and cash flow from operations.

On February 10, 2020, the Company announced that it had received a commitment from Plant-Based Investment Corp (CSE: PBIC) (“PBIC”) to invest up to CAD$1,500,000 in a non-brokered private placement offering (the “February 2020 Private Placement) of units (the “Units”) with each Unit comprising of one common share in the capital of the Company and one common share purchase warrant (the “Warrants”). Each Warrant is exercisable into one Share at a price equal to a 25% premium to the Unit price for a period of 24 months. The Company has the right to accelerate the expiry of the Warrants to thirty (30) days following written notice to the holder if the Shares close at or above CAD$0.25 per share for a period of ten (10) consecutive trading days on the CSE. The offering was completed for gross proceeds of approximately CAD$1,500,000, with 15,000,000 Units issued at a price of CAD$0.10 per Unit. In addition, PBIC and the Company entered into subscription agreements to exchange approximately CAD$1,500,000 worth of each other’s shares (the “Share Swap”). Under the terms of the Share Swap, the Company received 2,362,204 common shares of PBIC at a price of $0.635 per share, and PIBC received 15,000,000 shares of the Company at a price of $0.10 per share. PBIC and the Company signed a voting and resale agreement providing that both will be required to vote the shares acquired under the Share Swap as recommended by the other party and were restricted from trading the shares for a period of eighteen months.

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In February 2020, the Company, through its subsidiary GR Michigan, LLC (“GR Michigan”), signed an Option to Purchase Agreement (the “Option Agreement”) to acquire a 60% controlling interest in Golden Harvests, LLC (“Golden Harvests”). Golden Harvests is a Michigan-based, fully licensed, and operating cultivation company located in Bay City, Michigan. During the nine months ended July 31, 2021, the Company’s majority controlled subsidiary GR Michigan, LLC, terminated the Option Agreement. Simultaneously with the termination of the Option Agreement, a new entity, Canopy Management, LLC (“Canopy”), majority-owned by the Chief Executive Officer (“CEO”), signed an option agreement to purchase Golden Harvests under similar terms (the “New Option”). Canopy had already been approved by the State of Michigan for licensing and this facilitated the Company’s ability to accelerate and exercise its option to obtain a 60% interest in Golden Harvests.

On January 19, 2021, the Company completed the first tranche of a private placement of 2,031,784 shares for proceeds of $200,000. On February 5, 2021, the Company completed the second tranche of the private placement (the “February 2021 Private Placement 2^nd^ Tranche) comprised of 8,200,000 units (the “Units”) at CAD$0.16 per Unit for proceeds of CAD$1,312,000 (U.S.$1,025,000). Each Unit was comprised of one common share and one warrant to purchase one common share. Each warrant has an exercise price of CAD$0.20 and a term of two years. The second tranche included subscriptions by the following related parties: our CEO subscribed to 1,600,000 Units; the CFO of GR Unlimited subscribed to 2,000,000 Units; a key Company operations manager subscribed to 1,000,000 Units; and PBIC subscribed to 2,000,000 Units.

On February 5, 2021, the Company agreed to acquire substantially all of the assets of the growing and retail operations of High Street Capital Partners, LLC (“HSCP”) for $3,000,000 of total agreed-upon consideration. The Company also executed a Management Services Agreement (“MSA”) with HSCP. The Company operated the growing facility under the MSA until the acquisition of the growing assets obtained regulatory approval. On April 14, 2022, the transaction closed with modifications to the original terms: the HSCP retail dispensary purchase was mutually terminated, and total consideration for the acquisition was reduced to $2,000,000. Upon closing, the Company had paid $750,000 towards the acquisition, and owed payments of $500,000 due on August 1, 2022, and U.S.$750,000 due on May 1, 2023.

On March 5, 2021, the Company announced the completion of a brokered private placement offering through the issuance of an aggregate of 21,056,890 special warrants (each a “Special Warrant”) at a price of CAD$0.225 (the “Issue Price”) per Special Warrant for aggregate gross proceeds of approximately $3.7 million (CAD$4,737,800) (the “Offering”). Each Special Warrant entitled the holder thereof to receive, for no additional consideration, one unit of the Company (each, a “Unit”) on the exercise or deemed exercise of the Special Warrant. Each Unit was comprised of one common share of the Company and one warrant to purchase one common share of the Company. Each Special Warrant entitled the holder to receive upon the exercise or deemed exercise thereof, at no additional consideration, 1.10 Units (instead of one (1) Unit), if the Company had not received a receipt for a final short form prospectus qualifying distribution of the common shares and warrants (the “Qualifying Prospectus”) from the applicable securities regulatory authorities (the “Securities Commissions”) on or before April 5, 2021. Each Special Warrant was to be deemed exercised on the date that was the earlier of: (i) the date that was three (3) days following the date on which the Company obtained receipt from the Securities Commissions for the Qualifying Prospectus underlying the Special Warrants and (ii) July 6, 2021. The Company obtained receipt for the Qualifying Prospectus on April 26, 2021. Accordingly, on April 30, 2021, the Company issued 23,162,579 Units, comprised of 23,162,579 common shares and 23,162,579 warrants to purchase one common share. The warrants entitle the holder to purchase one common share at an exercise price of CAD$0.30 for a period of two years.

On December 9, 2021, the Company announced that it had closed a non-brokered private placement of common shares (“December 2021 Private Placement”) for total gross proceeds of $1,300,000 (CAD$1,645,800). The December 2021 Private Placement resulted in the issuance of 13,166,400 common shares of the Company at a purchase price of CAD$0.125 per share. All common shares issued pursuant to the December 2021 Private Placement were subject to a hold period of four months and one day. Our CEO invested USD$300,000 in the December 2021 Private Placement and received 3,038,400 common shares of the Company.

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On December 5, 2022, the Company announced the closing of a non-brokered private placement of the December Convertible Debentures with an aggregate principal amount of $2,000,000. The December Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 36 months from the date of issue. The December Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.20 per common share. Additionally, on closing, the Company issued to the Purchasers of the December Convertible Debentures an aggregate of 6,716,499 warrants (the “December Warrants”), that represents 50% coverage of each purchaser’s convertible debenture investment. The December Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of $0.25 CAD per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the CSE is CAD$0.40 or higher for a period of 10 consecutive trading days. The December Convertible Debentures and December Warrants issued pursuant to the private placement (and the underlying common shares) were subject to a statutory hold period of four months and one day from the closing date. The Company issued the notice of acceleration required by the warrant certificates governing these warrants on March 1, 2024, thereby accelerating the expiry date to 90 days from the date of notice.

During the year ended October 31, 2023, Purchasers of the December Convertible Debentures converted an aggregate total of convertible debenture principal of $1,040,662 and $133,977 at CAD$0.20 per share into 10,151,250 and 1,022,025 common shares respectively.

In January 2023, the Company exercised an option to acquire 87% of our CEO’s membership interest in Canopy, which provides identical economic rights as the Company originally had in the February 2020 Option Agreement (described above). Canopy acquired a 60% controlling interest in Golden Harvests in May 2021. The Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of U.S.$1,007,719 comprised of 1,025,000 common shares of the Company with a fair value of U.S.$158,182, and cash payments and cash payable of U.S.$849,537.

On May 1, 2023, the terms of the Secured Promissory Note between GR Distribution and HSCP were amended for a second time. Under the second amendment, the Secured Promissory Note will be fully settled in two principal amounts. On May 1, 2023, the $500,000 principal payment plus all accrued but unpaid interest under the first amendment was due and payable. The remaining principal balance of $500,000, which bears no interest, is due and payable as follows: $150,000 due and payable on August 1, 2023; $150,000 due and payable on November 1, 2023; and $200,000 due and payable on December 31, 2023. The balance was fully paid during the two months ended December 31, 2023.

On May 24, 2023, GR Unlimited entered into an independent contractor consulting agreement with Goodness Growth Holdings, Inc., under which GR Unlimited will support Goodness Growth in the optimization of its cannabis flower products, with a particular focus on improving the quality and yield of top-grade “A” cannabis flower across its various operating markets, starting with Maryland and Minnesota. The consulting agreement was amended on September 20, 2023.

On July 13, 2023, the Company announced the closing of a non-brokered private placement of unsecured convertible debentures (the “July Convertible Debentures”) with an aggregate principal amount of $5,000,000. The July Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 48 months from the date of issue. The July Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.24 per common share, at any time on or prior to the maturity date. Additionally, on closing, the Company issued to the subscribers of the July Convertible Debentures an aggregate of 13,737,500 July Warrants, that represents one-half of one warrant for each CAD$0.24 of principal amount subscribed (the “July Warrants”). The July Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of CAD$0.28 per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the Canadian Securities Exchange is CAD$0.40 or higher for a period of 10 consecutive trading days. On March 1, 2024, the Company issued the notice of acceleration required by the warrant certificates governing the July Warrants, thereby accelerating the expiry date to 90 days from the date of notice.

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On August 17, 2023, the Company announced that it had closed the second and final tranche of a non-brokered private placement of unsecured convertible debentures for gross proceeds of $1,000,000 (the “August Convertible Debentures”), for a total aggregate principal amount under both tranches of $6,000,000 with the July Convertible Debentures. Additionally, on closing, the Company issued to subscribers under the second tranche an aggregate of 2,816,250 common share purchase warrants (the “August Warrants”). The terms of the August Convertible Debentures and August Warrants issued as part of this second tranche are the same as those issued with the July Convertible Debentures and July Warrants. On March 1, 2024, the Company issued the notice of acceleration required by the warrant certificates governing these warrants, thereby accelerating the expiry date to 90 days from the date of notice.

On October 3, 2023, GR Unlimited executed a promissory note (the “New Jersey Retail Promissory Note”) and advanced $250,000 to an individual representing the principal amount of the note. Pursuant to the New Jersey Retail Promissory Note, interest on the outstanding principal borrowed accrues at a rate of 12% per annum provided that, if the extended maturity date of the note is triggered, interest shall accrue on the outstanding balance commencing on the maturity date and ending on the extended maturity date of the New Jersey Retail Promissory Note. The Company signed a related definitive agreement on January 16, 2024 to invest in the development of an adult-use dispensary in West New York, New Jersey.

On October 4, 2023, the Company announced that it signed a definitive agreement with an option to acquire 70% of ABCO Garden State, LLC (“ABCO”), pending regulatory approval from the New Jersey Cannabis Regulatory Commission (the “CRC”). ABCO was granted a conditional cultivation and manufacturing license by the CRC and will receive its annual cultivation license soon. GR Unlimited executed a secured draw down promissory note (the “Iron Flag Promissory Note”) with Iron Flag, LLC (“Iron Flag”), to fund tenant improvements and for general working capital at the 50,000 square foot facility leased by ABCO for use in ABCO’s cannabis cultivation operations under construction and estimated to be completed in the second quarter of 2024. Pursuant to the Iron Flag Promissory Note, GR Unlimited shall make the maximum amount available to Iron Flag in one or more advances in an aggregate amount not to exceed $4,000,000. Interest on the outstanding principal borrowed accrues at a rate of 12.5% per annum commencing with respect to each advance and accruing until the date the standing advances and all accrued interest is paid in full.

The SEC maintains its EDGAR system on an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company. The address of such Internet site is http://www.sec.gov. The Company’s Internet site is https://www.grownrogue.com/. The information on the Company’s Internet site is not included in and does not form a part of this Form 20-F.

Our registered office and principal place of business in Ontario is located at 340 Richmond Street West, Toronto, Ontario, M5V 1X2. Our telephone number at that address is (416) 364-4039.

B.	BUSINESS OVERVIEW

General

Immediately prior to the reverse takeover Transaction, the Company operated as an emerging media and internet company with a focus on user experience and engagement. As a result of the Transaction and through GR Unlimited, we became a multi-state cannabis company curating innovative products that allow consumers to enhance life experiences. Grown Rogue is committed to educating, inspiring and empowering consumers with information about cannabis so they can “enhance experiences” by selecting the right product. The Grown Rogue portfolio of brands have a diverse cannabis product suite that includes premium flower (indoor and sungrown) and flower pre-rolls. Grown Rogue is strategically focused on high quality, low cost production of flower and flower-based products. Flower continues to be the leading product category in most every state as compared to other products such as edible, vape cartridges, pre-rolls, or concentrates. With its best-in-class production methods, low cost cultivation, award winning product, and geographic location in the famed Emerald Triangle, Grown Rogue is well positioned to execute on becoming a leader in flower production in the cannabis sector.

Grown Rogue (through its subsidiaries) has direct involvement in the cultivation, manufacture, possession, sale, and distribution of marijuana in the United States. Grown Rogue and its subsidiaries are primarily involved in the U.S. marijuana industry as a seed to retail company with operations currently in Oregon and Michigan (both of which have legalized medical and recreational marijuana). Grown Rogue, through its subsidiaries, produces recreational marijuana and distributes it to dispensaries throughout Oregon and Michigan.

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Oregon

Grown Rogue, through its wholly owned subsidiary, Grown Rogue Gardens, LLC (“GR Gardens”), operates four cultivation facilities in Oregon, comprising approximately 95,000 square feet of flowering cultivation canopy, that currently service the Oregon recreational marijuana market: two outdoor sungrown farms called “Foothill” and “Ross Lane”, and two state-of-the-art indoor facilities (“Rossanley” and “Airport”). GR Gardens currently holds five producer licenses in Oregon from the Oregon Liquor Control Commission (“OLCC”), two wholesaler licenses, and two processor licenses.

During the year ended October 31, 2023, we executed a two-year lease which includes an option to purchase Ross Lane, an Oregon property which includes 35 acres, 3 tax lots and an additional OLCC producer license. Subsequent to the balance sheet date on January 12, 2024, the Company executed on this purchase option for total consideration of $1,525,000 comprised of a promissory note of $1,285,000 with the remaining consideration consisting of down payment and credit for prepaids rents.

Grown Rogue’s Oregon business is headquartered in the world-renowned Emerald Triangle, which is known world-wide for the quality of its cannabis. The Emerald Triangle includes the southern part of Oregon and northern part of California. The company capitalizes on this ideal outdoor growing environment to produce high-quality, low-cost cannabis flower. The two sungrown farms produce one crop per year per farm, which is planted in June and harvested in October.

GR Gardens is responsible for production of recreational marijuana using outdoor and indoor production methodologies. Foothill and Ross Lane are outdoor farms with 40,000 square feet of flowering canopy each, for a total of 80,000 square feet, sitting on a combined land package of approximately 135 acres. Our “Trail’s End” outdoor property will not be cultivated in 2023, and we will transfer the Trail’s End license to Ross Lane for production in 2024 to streamline operational efficiencies by centralizing production facilities.

Rossanley, an approximately 17,000 square-foot indoor facility, with approximately 5,600 square feet of flowering bench space, produces high-quality indoor flower through controlled environment agriculture (“CEA”) operations. By carefully controlling temperature, humidity, carbon dioxide levels, and other criteria, we produce a year-round supply of high-quality cannabis flower with multiple harvests per month. Rossanley has eight dedicated flower rooms, which allows for an average of nearly four harvests per month resulting in approximately 4,000 pounds annually.

Airport, acquired in 2022, is a 30,000 square foot indoor growing facility adding 30,000 square feet of CEA indoor production space and 9,152 square feet of flowering bench space. Airport is a short distance from Rossanley, which is a benefit to operating efficiency, and it is equipped with state-of-the-art equipment which facilitates the implementation of best practices developed at Rossanley.

The total annual production capacity for Grown Rogue’s Oregon operations, based on the current constructed capacity, will range between 20,000 and 24,000 pounds, depending upon various factors including sungrown seasonality and strain performance.

Michigan

As described in Item 4(A) – “History and Development of the Company”, we acquired a 60% controlling interest in Golden Harvests in May 2021. Golden Harvests operates a single, 80,000 square ft facility that currently serves the Michigan recreational and medical market. Golden Harvests currently holds two medical Class C licenses and 4 recreational class C licenses, allowing for 3,000 and 8,000 plants, respectively.

The Golden Harvests facility is approximately 60% constructed, with approximately 50,000 square feet in operation, including approximately 14,550 square feet of flowering bench space, in addition to all the ancillary support space, including office and administration to support the operations The facility produces high quality indoor flower CEA, with fourteen individual flowering rooms in operation. Harvested pounds in Michigan in 2023 totaled approximately 10,000 pounds. Golden Harvests produces bulk flower, packaged flower, and manufactures pre-rolls on site.

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Services

On May 24, 2023, GR Unlimited entered into an independent contractor consulting agreement (the “Consulting Agreement”) with Goodness Growth Holdings, Inc. (CSE: GDNS; OTCQX: GDNSF) (“Goodness Growth”). Under the Consulting Agreement, GR Unlimited will support Goodness Growth in the optimization of its cannabis flower products, with a particular focus on improving the quality and yield of top-grade “A” cannabis flower across its various operating markets, starting with Maryland and Minnesota.

Under the initial term of the Consulting Agreement, which expires on June 30, 2025, Goodness Growth will provide compensation to GR Unlimited for sustained consulting support, including input on systems and processes, and recommendations to improve Goodness Growth’s cultivation operations. GR Unlimited will be entitled to receive additional incentive compensation if our services result in improved cash flow performance as compared to Goodness Growth’s baseline expectations over the term of the agreement. Our cooperation in the agreement will be on an exclusive basis to Goodness Growth within the markets in which Goodness Growth operates. The agreement will automatically extend for up to two additional two-year terms, unless terminated by Goodness Growth or the Company.

A termination fee of at least $5,000,000 is payable to GR Unlimited in the event that Goodness Growth is acquired, sells all or substantially all of its assets, or is merged into another entity and is not the surviving entity of such merger. In addition, a termination fee of at least $2,500,000 is payable to GR Unlimited in the event that the Consulting Agreement terminates for certain other conditions.

As part of this strategic agreement, Goodness Growth is obligated to issue 10,000,000 warrants to purchase 10,000,000 subordinate voting shares of Goodness Growth to the Company, with a strike price equal to CAD$0.317 (U.S.$0.233), being a 25.0 percent premium to the 10-day volume weighted average price (“VWAP”) of Goodness Growth’s subordinate voting shares prior to the effective date of the Consulting Agreement. Similarly, the Company will issue 8,500,000 warrants to purchase 8,500,000 common shares of the Company to Goodness Growth, with a strike price equal to CAD$0.225 (U.S.$0.166), being a 25.0 percent premium to the 10-day VWAP of the Company’s common shares prior to the effective date of the Consulting Agreement. These warrants were issued on October 5, 2023.

The Consulting Agreement and amendments to the Consulting Agreement provides for service revenue earned by us the Company to be calculated beginning January 2023, and we reported service revenue of $96,050 for the two months ended December 31, 2023 (for year ended October 31, 2023 - $929,016) and cost of service revenue of $89,120 for the two months ended December 31, 2023 (for year ended October 31, 2023 - $308,461).

Product

Grown Rogue produces a range of cultivars for consumers to enjoy, which are traditionally classified as indicas, sativas, and hybrids. Grown Rogue has a mix of “core” and “limited” strains to provide consumers with consistent and unique purchasing options at their local dispensary. Grown Rogue flower has won multiple awards in Oregon, which is one of the most competitive cannabis production environments in the world, including the prestigious Growers Cup competition on two occasions. Grown Rogue won 1st place for highest THC content, 1st place for highest terpene content, and 3rd place in the grower’s choice category. In addition, we believe we achieved an outdoor production potency record, at the time, in the state of Oregon, when its Monkey Train cultivar tested at a THC potency of 35.13%. In 2023, Grown Rogue won 3^rd^ place in the Oregon Grower’s Cup Outdoor category for its Sour Grape Strain. Consumers can enjoy bulk flower in both Oregon and Michigan. In the Michigan market we also offer our innovative nitrogen sealed 3.5 gram flower jars, our patented nitrogen sealed pre-rolls, 3.5 gram flower bags, and regularly packaged pre-rolls.

We recently launched a new line of strain-specific prepackaged flower, coupled with proprietary genetics, in Michigan, and launched a new branded pre-roll pack product in Oregon in 2023. In addition, Grown Rogue launched a new brand of pre-rolls, a rapidly growing category, called Yeti in 2023. According to LeafLink’s MarketScape data, Grown Rogue was the #1 flower producer in Oregon and a top 5 indoor flower wholesaler in Michigan in 2022 and in 2023.

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Genetics

We are committed to developing unique, proprietary genetics as long-term genetic diversity will be a major factor in establishing brand differentiation with consumers. We have allocated research and development space to develop new strains, while also phenotype hunting to identify new and exciting strain options that will resonate with consumers. Grown Rogue has developed a compelling mix of proprietary strains, along with a library of “fan favorites” to ensure that consumer and dispensary demand will remain strong for its flower and flower-derived products. All Grown Rogue genetics are rigorously tested to establish the genetic makeup of each strain in its portfolio. We continue to focus on bringing new unique genetics to bring a steady flow of innovative flower and flower products to market. Currently we carry more than 50 unique cultivars in our genetic library and are continually adding to the library as we trial new genetics.

Distribution and Sales

Grown Rogue uses a multi-channel distribution strategy that includes direct-to-retail delivery and third-party delivery (Michigan regulations mandate independent third-party delivery); wholesalers, who have their own distribution channels; and processors, who utilize Grown Rogue products (e.g., trim) to create retail-ready products.

Regarding the direct-to-retail channel, Grown Rogue’s sales team works closely with dispensary owners and intake managers to provide consistent product, competitive prices, and personalized service using sales techniques from other industries such as pharmaceutical and liquor. Grown Rogue’s goal is to establish and maintain the client relationship as we continue to expand our footprint in the states in which we operate.

Grown Rogue has developed end user product marketing collateral and other educational information regarding Grown Rogue products as part of all sales with dispensaries that include strain type, testing results, information on the product and other necessary information to clearly articulate the product being provided. Each product is uniquely packaged while maintaining brand consistency across the product suite.

Grown Rogue works with dispensary owners to develop promotional opportunities for the retail customers and bud tenders. Grown Rogue provides detailed tutorials to the staff and owners of the dispensaries around the product and how it is grown, processed, cured and packaged so that they are intimately familiar with the Grown Rogue process. Grown Rogue also invites dispensary owners and operators to Grown Rogue’s operating facilities so they can see first-hand the methods and processes used to create the product.

Based upon information from MarketScape, which is part of the sales analytics tool utilized by LeafLink, which handles all of our sales and invoicing, we are the largest producer in Oregon and a top five indoor flower producer in Michigan.

Branding

Developing compelling branding that engages, inspires, and creates transparency and trust with consumers is one of the most important aspects of building a successful cannabis company. Cannabis product branding has been evolving from promising high-quality flower, to providing descriptions of the effect a consumer should expect from a particular product.

While other brands have shifted into the “one word” product description, Grown Rogue has leveraged consumer insights and product feedback to evolve the messaging to provide significantly more detail so consumers can make a more informed choice about which Grown Rogue products will optimally enhance their experience.

In order to grow the Grown Rogue community and spread knowledge of its products, Grown Rogue leverages social media and other digital platforms. Grown Rouge aspires to eliminate the “dark mystery” historically associated with cannabis by empowering consumers to learn about the plant and then “enhance experiences” as they desire. The transition from prohibition to legal cannabis has provided the cannabis community with an opportunity to welcome a large group of new members and it is vital that product education is completed in an authentic and informative manner to ensure that everyone’s first cannabis experience is not only positive but also as expected.

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Marketing and Advertising

Grown Rogue’s marketing channels include a comprehensive, fully responsive (mobile) interactive website. The website has been search-engine optimized (“SEO”) and includes calls to action that encourage consumers to become part of the Grown Rogue community by following the company on social media.

Grown Rogue is focused on providing education to new and existing consumers through Grown Rogue’s website but even more hands on through retail partners. We provide vendor and budtender education days where we spend one on one time with the budtenders educating them about everything Grown Rogue.

Grown Rogue strategically leverages the narrative at retail through digital and physical retail assets to further educate consumers about Grown Rogue.

Grown Rogue has established a social media presence that includes Facebook, Twitter, Instagram, LinkedIn, TikTok and YouTube. Grown Rogue’s social identity will be defined by delivering fresh content and keeping interaction with followers/fans prompt and positive. Grown Rogue intends to attract existing cannabis industry participants as well as people not familiar with the industry by creating a positive, inclusive environment where dialogue is encouraged. The goal is to change existing stereotypes and overcome the stigmas associated with the cannabis industry.

Licenses

Grown Rogue is dependent upon its ability (and the abilities of its subsidiaries) to obtain and maintain state and local licenses required to conduct its marijuana business in Oregon, California, and Michigan. Failure to obtain or maintain licenses any such licenses would have a material adverse effect on the Company’s business.

Trademarks and Patents

Grown Rogue actively seeks to protect its brand and intellectual property. Grown Rogue currently has three registered U.S. trademarks:

1.	Grown Rogue was filed on September 22, 2017 and registered on August 7, 2018 under Registration No. 5537240
2.	The Right Experience Every Time was filed on September 29, 2017 and registered on August 7, 2018 under Registration No. 5537260.
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3.	Sizzleberry was filed on September 29, 2017 and registered on August 7, 2018 under Registration No. 5537259.
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Grown Rogue filed a patent for its nitrogen sealed glass containers on February 15, 2018 with the United States Patent and Trademark Office (“USPTO”). The nitrogen sealed glass containers preserve the freshness of the flower and essential terpenes to improve the “entourage effect.” The USPTO issued Grown Rogue United States Patent Number 10,358,282 on July 23, 2019. Several third parties have contacted us to request licensing information on this technology. We have introduced nitrogen sealed jars and pre-rolls in Michigan and plan on launching them as we enter additional new markets and may license the technology to third parties operating in markets in which Grown Rogue is not currently licensed.

Social and Environmental Policies

Grown Rogue employs sustainable business models in all of its operations. In cultivation, Grown Rogue maintains the highest standards of environmental stewardship. This includes sustainable water sources with reclamation and recapture as much as possible from runoff and recycling of water input. Grown Rogue uses only natural and sustainable products in all applications, from nutrients to integrated pest management. Grown Rogue maintains the highest level of sustainable cannabis practices through its focus on sustainable and natural cultivation methods.

Grown Rogue hires and pays living wage to all of its team members and is very involved in each of the communities where it operates.

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Plans for Expansion and Economic Outlook

Grown Rogue continues to focus on taking its learnings and experience from Oregon and Michigan into new markets across the US. During the last two years, Grown Rogue has established a platform that excels at licensing, compliance, high-quality and low-cost production, understanding consumer purchasing preferences, and product innovation. This platform places Grown Rogue in a superior position to capitalize on new markets compared to our competitors. Oregon is arguably the most competitive cannabis market in the world, and we have excelled by implementing standard business practices that make the Company well suited for entering and building successful brand presence in newly legalized cannabis markets.

The expansion into Airport and acquisition of a 60% interest in Golden Harvests represent execution of management’s strategy of growth through high quality, low-cost flower production. In addition, we have added a profitable services segment, which leverages our cultivation expertise to generate margin and increase our presence to two new states at low financial risk. As other growth opportunities arise under favorable financial terms, management can activate known and repeatable systems into new assets.

We believe that the future of the cannabis industry is in branded products and that the leading brands are being developed on the west coast, which is well known for high quality cannabis. Unlike many current multi-state operators who prefer to obtain just a few licenses in a large volume of states, Grown Rogue is focused on establishing a larger number of licenses in fewer states to capitalize on the economies of scale we view as optimal to maximize profits. Over the next twelve months, Grown Rogue is focused on furthering our footprints and flower market shares in the Oregon and Michigan markets, strengthening our presence in Minnesota and Maryland (by way of the Consulting Agreement), continuing to add new products to our portfolio, and exploring and executing on strategic opportunities in new states.

With the recent shift in political landscape, Grown Rogue has also begun analyzing the potential for federal de-regulation and the subsequent ability to export cannabis products across state lines. We believe Oregon will be a large export state. Being located in the Emerald Triangle also provides a unique product differentiator due to the ability to produce high quality low cost sungrown flower due to the environmental conditions that occur naturally in Southern Oregon. Our strategy to take advantage of what is projected to be a multi-billion dollar export business is developing, and we are excited to begin implementation of this business plan over the coming years.

C.	ORGANIZATIONAL STRUCTURE

As of the date of this Transition Report, and as a result of the Transaction, we have five wholly-owned subsidiaries: GR Unlimited, GR Gardens, Grown Rogue Distribution, LLC (“GR Distribution”), GRU Properties, LLC (“GRUP”), and GRIP, LLC (“GRIP”). The Company owns GR Gardens, GR Distribution, GRUP, and GRIP, indirectly through its ownership of GR Unlimited; each of GR Gardens, GR Distribution, GRUP, and GRIP is a wholly owned subsidiary of GR Unlimited. Through GR Unlimited, the Company also has an indirect ownership of 87% interest in GR Michigan, LLC (“GR Michigan”), and 87% of Canopy Management LLC, which owns 60% of Golden Harvests. The Company also owns Grown Rogue Retail Ventures, LLC (“GR Retail”) indirectly through its ownership of GR Unlimited as GR Retail is a wholly owned subsidiary of GR Unlimited, which owns 43.5% of GR Retail.

All intercompany balances and transactions have been eliminated on consolidation.

The following tables include wholly owned subsidiaries of the Company following the Transaction:

Grown Rogue International Inc.
100% owned subsidiaries incorporated in the Province of Ontario	100% owned subsidiary Organized in Oregon
Grown Rogue Canada Corp.<br><br> <br>(incorporated November 15, 2018)	Grown Rogue Unlimited, LLC<br><br> <br>(organized in Oregon October 31, 2016)

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Grown Rogue Unlimited, LLC
100% owned subsidiaries of Grown Rogue Unlimited, LLC organized in Oregon*
Grown Rogue Gardens, LLC<br><br> <br>(organized November 1, 2016)	Grown Rogue Distribution, LLC<br><br> <br>(organized November 1, 2016)	GRU Properties, LLC<br><br> <br>(organized November 1, 2016)	GRIP, LLC<br><br> <br>(organized October 31, 2016)
*	GR Unlimited also owns (i) an 87% interest in GR Michigan; (ii) and an 87% interest in Canopy, in which Canopy owns a 60% controlling interest in Golden Harvests. GR Michigan, Canopy and Golden Harvests are LLCs organized in Michigan. Additionally, GR Unlimited owns a 43.5% interest in GR Retail, an entity organized in Delaware.
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The corporate structure of the Company as of the date of this Transition Report is as follows:

Company	Ownership
Grown Rogue Unlimited, LLC	100% by GRIN
Grown Rogue Gardens, LLC	100% by Grown Rogue Unlimited, LLC
GRU Properties, LLC	100% by Grown Rogue Unlimited, LLC
GRIP, LLC	100% by Grown Rogue Unlimited, LLC
Grown Rogue Distribution, LLC	100% by Grown Rogue Unlimited, LLC
GR Michigan, LLC	87% by Grown Rogue Unlimited, LLC
Canopy Management, LLC	87% by Grown Rogue Unlimited, LLC
Golden Harvests, LLC	60% by Canopy Management, LLC
Grown Rogue Retail Ventures, LLC	100% by Grown Rogue Unlimited, LLC
Grown Rogue West New York, LLC	43.5% by Grown Rogue Retail Ventures, LLC**
**	The Company, through its subsidiary GR Retail invested $500,000 in the equity of GR West NY. GR West NY is a lender to a retail business in New Jersey.
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D.	PROPERTY, PLANTS AND EQUIPMENT
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Our U.S. executive offices consist of approximately 5,000 square feet of office space located at the Airport facility. The address of our U.S. executive offices 550 Airport Road, Medford, Oregon 97504. Our Ontario executive offices are located at 340 Richmond Street West, Toronto, Ontario, M5V 1X2, Canada.

Through GR Gardens, the Company operates four cultivation facilities that currently service the Oregon recreational marijuana market: Airport, Rossanley, Ross Lane, and Foothill. The Company formerly also operated Trail’s End, at which will production is not planned from 2023 forward. The Company also leases a facility used to for post-harvest processing called Lars.

The Company leases approximately 42 acres of real property in Jackson County, Oregon, commonly known as 741 West Fork Trail Creek Road, Trail, Oregon 97541, through that certain Commercial Lease Agreement, dated March 1, 2017, between J. Obie (“Jesse”) Strickler and GRUP. This property is subleased by GRUP to GR Gardens pursuant to that certain Commercial Sublease Agreement, dated March 1, 2017, between GRUP and GR Gardens.

The Company leases approximately 64 acres of real property in Jackson County, Oregon, commonly known as 3100 N. Foothill Road, Medford, Oregon, 97504, through that certain Commercial Lease Agreement, dated March 17, 2021, between Naumes, Inc., and GR Gardens.

The Company leases property located at 655 Rossanley Drive, Medford, Oregon, pursuant to that certain Commercial Lease Agreement, dated January 31, 2017, between VWPP, LLC, and GRUP. This property is subleased by GRUP to GR Gardens pursuant to that certain Commercial Sublease Agreement, dated January 31, 2017, between GRUP and GR Gardens.

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The Company leases property located at 550 Airport Road, Medford, Oregon, pursuant to that certain Commercial Lease Agreement, assumed on April 14, 2022, between Airport Road LLC and GRUP.

The Company leases property located at 2046 Lars Way, Medford, Oregon, pursuant to that certain Commercial Lease Agreement, dated December 20, 2021, between Airport Road LLC and GR Gardens.

The Company leases approximately 35 acres of real property, with an option to purchase, in Jackson County, Oregon, commonly known as 2888 Ross Lane, Central Point, Oregon, through that certain Commercial Lease Agreement, dated December 20, 2022, between Lender Capital, LLC, and GR Gardens., Subsequent to the statement of financial position dated October 31, 2023, the Company exercised its option to purchase the Ross Lane property on January 12, 2024 for a total purchase price of $1,525,000. After applying deposits in escrow and rents paid adjustments, the remaining consideration due of $1,285,000 is in the form of a secured promissory note payable over 36 months.

The Company leases property located at 333 Morton St, Bay City, Michigan, pursuant to that certain Commercial Lease Agreement, dated February 1, 2020, between David Pleitner, LLC and Golden Harvests.

ITEM 4A	UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with our Audited Consolidated Financial Statements for two months ended December 31, 2023 and the years ended October 31, 2023 and 2022 and notes thereto included under Item 18. For a discussion of Operation and Financial Review and Prospects for the year ended October 31, 2021 please refer to the Company’s Form 20-F Annual Report for the fiscal year ended October 31, 2021 filed on November 4, 2022.

Certain statements made in this Item are forward-looking statements. Forward- looking statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual events or results to differ materially from those reflected herein. See, Item 3.D Key Information - Risk Factors for discussion of important factors, which could cause results to differ materially from the forward-looking statements below.

Overview

The Company, (formerly: Novicius Corp.) was amalgamated under the Business Corporations Act (Ontario) on November 30, 2009. The Company filed articles of amendment effective November 1, 2018, and changed its name from Novicius Corp. to Grown Rogue International Inc. The Company had previously filed articles of amendment effective May 26, 2017, and changed its name from Intelligent Content Enterprises Inc., to Novicius Corp., and consolidated its shares of common stock on the basis of one (1) new share for every ten (10) old shares. The Company filed articles of amendment effective February 1, 2016, and changed its name from Eagleford Energy Corp., to Intelligent Content Enterprises Inc., and consolidated its shares of common stock on the basis of one (1) new share for every ten (10) old shares. Through the Company’s wholly owned Ontario subsidiary, DoubleTap Daily Inc. (formerly: Digital Widget Factory Inc.), the Company developed an online content management and advertising platform that powers user and advertising engagement programs in real-time to desktop, mobile and portable devices. DoubleTap operations ceased immediately prior to the effectuation of the Transaction.

The Company’s registered office is 40 King St W Suite 5800, Toronto, ON M5H 3S1, Canada. Shares of our common stock quoted on OTC Markets under the symbol GRUSF and listed on the CSE under the symbol GRIN.

The Consolidated Financial Statements include the accounts of Grown Rogue International Inc., the legal parent, together with its wholly owned subsidiaries as at October 31, 2023: GR Unlimited, and GR Unlimited’s subsidiaries (collectively referred to as the “Subsidiaries”). GR Unlimited’s wholly-owned subsidiaries include GR Gardens; GR Distribution, LLC; GRUP; and GRIP. GR Unlimited also has an 87% interest in GR Michigan, as well as an 87% interest in Canopy, which owns 60% of Golden Harvests.

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Capital Management

The Company’s objectives when managing capital are to ensure the Company will have sufficient financial capacity, liquidity and flexibility to fund its operations, growth and ongoing development opportunities. The Company’s capital requirements currently exceed its operational cash flow. As such, the Company is dependent upon future financing in order to maintain liquidity and will be required to issue equity or issue debt.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions, availability of capital and the risk characteristics of any underlying assets in order to meet current and upcoming obligations.

The Company’s Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management and favorable market conditions to sustain future development of the business. At December 31, 2023, and October 31, 2023 and 2022, the Company considered its capital structure to be comprised of shareholders’ deficiency.

BASIS OF PREPARATION

Statement of Compliance

The Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”). On April 29, 2024, the Board of Directors approved the Consolidated Financial Statements for the two months ended December 31, 2023.

Basis of Consolidation

The subsidiaries are those companies controlled by the Company, as the Company is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries by way of its ownership and rights pertaining to the subsidiaries. The financial statements of subsidiaries are included in these financial statements from the date that control commences until the date control ceases. All intercompany balances and transactions have been eliminated upon consolidation.

Basis of Measurement

The Consolidated Financial Statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value. The Company’s significant accounting policies are disclosed in Note 2 of the Consolidated Financial Statement attached hereto.

Change in Fiscal Year End

On January 29, 2024, the Company changed its fiscal year-end from October 31st to December 31st, effective immediately. The decision to change the fiscal year-end to a calendar year-end was to align our reporting cycle more closely with how we plan to manage our business. This Transition Report on Form 20-F reports our financial results for the period from November 1, 2023, through December 31, 2023, which we refer to as the “transition period” in this report. Following the transition period, we will file an annual report for each twelve-month period ended December 31st of each year beginning with December 31, 2024.

Functional and Presentation Currency

The Company’s functional currency is the Canadian dollar and the functional currency of its Subsidiaries is the U.S. dollar. The Consolidated Financial Statements are presented in U.S. dollars.

Transactions denominated in foreign currencies are initially recorded in the functional currency using exchange rates in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using exchange rates prevailing at the end of the reporting period. All exchange gains and losses are included in the consolidated statement of comprehensive income (loss).

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For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company are expressed in U.S. Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income (loss) and reported as currency translation reserve in shareholders’ equity.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which, in substance, is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (loss).

RECENT ACCOUNTING PRONOUNCEMENTS AND RECENT ADOPTED ACCOUNTING STANDARDS

Recent Issued Accounting Pronouncements

The following standards, amendments and interpretations, which may be relevant to the Company have been introduced or revised by the IASB:

(i)	In October 2022, the IASB amended IAS 1 Presentation of Financial Statements. The amendment clarifies the requirements relating to determining if a liability should be presented as current or non-current in the statement of financial position. Under the new requirement, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place at the reporting date and does not impact the amount or timing of recognition. The amendment applies retrospectively for annual reporting periods beginning on or after January 1, 2024. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.
(ii)	In May 2020, the IASB published ‘Onerous Contracts — Cost of Fulfilling a Contract (Amendments to IAS 37)’ amending the standard regarding costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts. The amendment is effective for annual periods beginning on or after January 1, 2022 with early application permitted. The Company adopted the amendments effective November 1, 2022, which did not have material impact to the Company’s consolidated financial statements.
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(iii)	As part of its 2018-2020 annual improvements to IFRS standards process, the IASB issued amendments to IAS 41 Agriculture. The amendment removes the requirement in paragraph 22 of IAS 41 for entities to exclude taxation cash flow when measuring the fair value of a biological asset using a present value technique. This will ensure consistency with the requirements in IFRS 13 Fair Value Measurement. The amendment is effective for annual reporting periods beginning on or after January 1, 2022. The Company adopted the Amendments to IAS 41 effective November 1, 2022, which did not have material impact to the Company’s consolidated financial statements.
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(iv)	As part of its 2018-2020 annual improvements to IFRS standards process, the IASB issued amendments to IFRS 9 Financial Instruments. The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. An entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment. The amendment is effective for annual reporting periods beginning on or after January 1, 2022 with earlier adoption permitted. The Company adopted the Amendments to IFRS 9 effective November 1, 2022, which did not have material impact to the Company’s consolidated financial statements.
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(v)	In May 2017, the IASB issued IFRS 17 Insurance Contracts. IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the standard. The objective of IFRS 17 is to ensure that an entity provides relevant information that faithfully represents those contracts. The standard is effective for annual periods beginning on or after January 1, 2023. The Company is evaluating the potential impact of this standard on the Company’s consolidated financial statements.
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SEGMENTED INFORMATION

The Company’s operating segments include the production and sale of cannabis and the provision of consulting services in the production and sale of cannabis. All property and equipment and intangible assets are located in the United States. All revenues were generated in the United States during the two months ended December 31, 2023, and the years ended October 31, 2023 and 2022. As such, amounts disclosed in the Consolidated Financial Statements also represent the single operating and geographical reporting segment.

Geographical information relating to the Company’s activities is as follows:

Geographical segments	Oregon	Michigan	Other	Services	Total

Non-current assets other than financial instruments
At December 31, 2023
At October 31, 2023
At October 31, 2022
Transition period ended December 31, 2023
Net revenue
Gross profit
Gross profit before fair value adjustment
Year ended October 31, 2023
Net revenue
Gross profit
Gross profit before fair value adjustment
Year ended October 31, 2022
Net revenue
Gross profit

All values are in US Dollars.

(1)	Includes: Plant and equipment, and non-current assets other than financial instruments.

SHARE CAPITAL AND RESERVES

The Company filed articles of amendment effective November 1, 2018 and changed its name from Novicius Corp. to Grown Rogue International Inc.

a)	Share Capital

Authorized:

Unlimited number of shares of common stock at no par value

Unlimited number of preferred shares issuable in series

Shares of Common Stock Issued:

The following table sets out the changes in shares of common stock during the respective periods, presented at the number of common shares issued in connection with completion of the Transaction:

	Number		Amount
Balance October 31, 2021		156,936,876
Shares issued for employment, director, and consulting services		529,335
Private placement of shares		13,166,400
Balance October 31, 2022		170,632,611
Shares issued in consideration for the acquisition of Golden Harvests		200,000
Shares issued as partial settlement of December Convertible Debentures		11,173,275
Balance December 31, and October 31, 2023		182,005,886

All values are in US Dollars.

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Preferred Shares Issued:

At December 31, 2023, October 31, 2023 and 2022, there were no preferred shares issued.

b)	Share Purchase Warrants

The following table sets out the changes in warrants during the respective periods:

Warrants
Outstanding, October 31, 2021	56,919,787
Expiration of warrants	(23,409,091	)	)
Outstanding, October 31, 2022	33,510,696
Issued pursuant to December Convertible Debentures	6,716,499
Issuance pursuant to July Convertible Debentures	13,737,500
Issuance pursuant to August Convertible Debentures	2,816,250
Issuance pursuant to Consulting Agreement with Goodness Growth	8,500,000
Expiration of warrants	(33,510,696	)	)
Outstanding, December 31, and October 31, 2023	31,770,249

All values are in US Dollars.

The following tables summarize the outstanding warrants at transition period ended December 31, 2023, and the years ended October 31, 2023, and 2022, respectively:

	Expiry Date
6,716,499	December 2, 2025	1.92
13,737,500	July 13, 2026	2.53
2,816,250	August 17, 2026	2.63
8,500,000	October 5, 2028	4.77
31,770,249		3.01

All values are in US Dollars.

	Expiry Date
6,716,499	December 2, 2025	2.09
13,737,500	July 13, 2026	2.70
2,816,250	August 17, 2026	2.80
8,500,000	October 5, 2028	4.93
31,770,249		3.18

All values are in US Dollars.

	Expiry Date
8,200,000	February 5, 2023	0.27
23,162,579	March 5, 2023	0.34
2,148,117	June 28, 2023	0.66
33,510,696		0.34

All values are in US Dollars.

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d)	Weighted Average Shares Outstanding

The following table summarizes the weighted average shares outstanding:

	December 31,<br>2023
Weighted Average Shares Outstanding, basic		182,005,886	172,708,792	169,193,812
Weighted Average Shares Outstanding, diluted		214,046,728	172,708,792	169,193,812
e)	Share Purchase Options
---	---

The following table is a summary of the status of the Company’s stock options and changes during the period:


Balance, October 31, 2021	5,765,000
Granted to employees	605,000
Forfeitures by service providers	(500,000	)
Forfeitures by employees	(960,000	)
Balance, October 31, 2022	4,910,000
Granted to employees	3,650,000
Granted to employees	400,000
Granted to service providers	2,750,000
Expiration of options to employees	(430,000	)
Expiration of options to employees	(75,000	)
Balance, October 31, 2023	11,205,000
Granted to employees	100,000
Granted to service providers	500,000
Expiration of options to employees	(5,000	)
Balance, December 31, 2023	11,800,000

All values are in US Dollars.

The following table is a summary of the Company’s stock options outstanding and exercisable at December 31, 2023:

Options Outstanding						Options Exercisable
Exercise PriceCAD	Number of<br>Options		Weighted Average<br>Remaining Life<br>(Years)		Expiry Date	Number of<br>Options		Weighted AverageExercise PriceCAD
		1,840,000		0.5	July 2024		1,777,500
		200,000		0.9	November 2024		200,000
		1,000,000		1.3	April 2025		850,000
		1,150,000		1.4	May 2025		1,150,000
		85,000		1.8	November 2025		85,000
		300,000		2.3	April 2026		150,000
		6,225,000		3.0	January 2027		400,000
		400,000		3.7	September 2027		-
		600,000		3.9	November 2027		41,666
		11,800,000		2.3			4,654,166

All values are in US Dollars.

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OVERALL PERFORMANCE

Revenues during the two months ended December 31, 2023, were lower than the comparative year ended October 31, 2023, due primarily to the number of months in which the revenues are based.

	For the two months ended	For the year ended
	December 31, 2023	October 31, 2023	Variance		Variance
	()	()	()		(%)
Revenue from Grown Rogue production				)		(84	%)
Revenue from services				)		(90	%)
Total revenue				)		(84	%)

All values are in US Dollars.

	For the two months ended	For the year ended
	December 31, 2023	October 31, 2023	Variance		Variance
	()	()	()		(%)
Indoor				)		(84	%)
Outdoor				)		(98	%)
Pre-rolls				)		(77	%)
Trim and other				)		(65	%)
Revenue from Grown Rogue production				)		(84	%)

All values are in US Dollars.

Cost of finished cannabis inventory sold during the two months ended December 31, 2023, decreased by 87% from the year ended October 31, 2023, while revenues for the same periods decreased 84%. The following table summarizes costs of sales for the two months ended December 31, 2023, and the year ended October 31, 2023,

	For the two months ended	For the year ended
	December 31, 2023	October 31, 2023	Change		Change
	()	()	()		(%)
Cost of finished cannabis inventory sold				)		(87	%)
Costs of service revenues				)		(71	%)
Costs of goods sold, excl. fair value items				)		(87	%)

All values are in US Dollars.

For the two months ended December 31, 2023, the Company reported a gross margin of $2,370,774 (for the years ended October 31, 2023 - $12,671,514, October 31, 2022 - $8,012,078). Our ability to generate margin depends upon the following significant factors: direct and indirect costs incurred to grow biological assets and complete inventory; depreciation of capital investments required to grow biological assets and complete inventory; and the impact of the adjustments that result from the fair valuation of biological assets. We prioritize cost efficiency in production and efficiency of capital allocation, and to maximize sales revenues through a variety of efforts, including production of flower which is desirable to consumers, sales team incentives, and continually increasing the number of our wholesale customers.

Operating expenses for the two months ended December 31, 2023 were $1,944,620 (for the years ended October 31, 2023 - $8,417,363, October 31, 2022 - $7,165,929). Increased general and administrative costs during the year ended October 31, 2023, were primarily due to an increase in total overheads, from growth in facility sizes and number of facilities, and of which a portion is attributed to administration. The increases are also due in part to additional staffing required to support expansion and growth, which demanded increases in management expertise in operations and corporate positions, as well as an increased utilization of professional services to support various transactions and costs of regulatory compliance and public disclosure executed during the years ended October 31, 2023 and 2022.

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During the two months ended December 31, 2023, we added $770,010 (for the years ended October 31, 2023 - $4,008,866; October 31, 2022 - $4,000,874) to property and equipment, including non-cash right-of-use asset additions. We expended cash flows of $126,090 for property and equipment additions during the two months ended December 31, 2023 (for the years ended October 31, 2023 - $1,456,782; October 31, 2022 - $1,111,283).

On April 14, 2022, the Company closed the purchase of indoor growing assets from High Street Capital Partners, LLC (see Item 4.A History and Development of the Company). Purchase consideration included a secured promissory note payable with a principal sum of $1,250,000, of which $500,000 was due on August 1, 2022 and $750,000 was due on May 1, 2023, before amendment of the agreement, which is described below. The collateral for the secured promissory note payable is comprised of the assets purchased.

On August 1, 2022, the terms of the Secured Promissory Note between Grown Rogue Distribution, LLC and HSCP Oregon, LLC, were amended. As amended, the secured promissory note was to be fully settled by two principal amounts of $500,000 (the “First Principal Payment”) and $750,000 due on May 1, 2023. Beginning on August 1, 2022, and continuing until repaid in full, the unpaid portion of the First Principal Amount will accrue simple interest at a rate per annum of 12.5%, payable monthly. In the event the Company raises capital, principal payments shall be made as follows. If the capital raise is less than or equal to $2 million, then 25% of the capital raise shall be paid against the First Principal Payment; if the capital raise is greater than $2 million and less than or equal to $3 million, then $250,000 shall be paid against the First Principal Payment; and if the capital raise is greater than $3 million, then $500,000 shall be paid against the First Principal Payment.

On May 1, 2023, the terms of the secured promissory note were amended for a second time (the “Second Amendment”). Under the Second Amendment, the secured promissory note will be fully settled in two principal amounts. On May 1, 2023, the $500,000 principal payment plus all accrued but unpaid interest under the First Amendment was due and payable. The remaining principal balance of $500,000 (the “Second Principal Amount”), which bears no interest, was due and payable as follows: $150,000 due and payable on August 1, 2023; $150,000 due and payable on November 1, 2023; and $200,000 due and payable on December 31, 2023. The balance was fully paid during the two months ended December 31, 2023.

On December 5, 2022, the Company announced the closing of a non-brokered private placement of the December Convertible Debentures with an aggregate principal amount of $2,000,000. The December Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 36 months from the date of issue. The December Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.20 per common share. Additionally, on closing, the Company issued to the Purchasers of the December Convertible Debentures an aggregate of 6,716,499 Warrants, that represents 50% coverage of each Purchaser’s Convertible Debenture investment. The December Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of $0.25 CAD per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the CSE is CAD$0.40 or higher for a period of 10 consecutive trading days. The December Convertible Debentures and December Warrants issued pursuant to the private placement (and the underlying common shares) were subject to a statutory hold period of four months and one day from the closing date.

During the year ended October 31, 2023, two holders of the December Convertible Debentures converted an aggregate total of convertible debenture principal of $1,040,662 and $133,977 at CAD$0.20 per share into 10,151,250 and 1,022,025 common shares respectively.

On July 13, 2023, the Company announced the closing of the first tranche of a non-brokered private placement of the unsecured convertible debentures (“July Convertible Debentures”) with an aggregate principal amount of $5,000,000. The July Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 48 months from the date of issue. The July Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.24 per common share, at any time on or prior to the maturity date. Additionally, on closing, the Company issued to the Subscribers of the July Convertible Debentures an aggregate of 13,737,500 warrants (the “July Warrants”), that represents one-half of one warrant for each CAD$0.24 of principal amount subscribed. The July Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of CAD$0.28 per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the CSE is CAD$0.40 or higher for a period of 10 consecutive trading days. The July Warrants’ expiry date will be accelerated to 90 days following notice of the acceleration.

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On August 17, 2023, the Company announced that it had closed the second and final tranche of a non-brokered private placement of unsecured convertible debentures the August Convertible Debentures for gross proceeds of U.S.$1,000,000, for a total aggregate principal amount under both tranches of totaling $6,000,000 for both of the July Convertible Debentures and August Convertible Debentures. Additionally, on closing, the Company issued to subscribers under of the August Convertible Debentures the second tranche an aggregate of 2,816,250 common share purchase warrants. The terms of the convertible debentures and warrants issued as part of this second tranche are the same as those issued in the July Convertible Debentures and July Warrants.

During the year ended October 31, 2023, we granted 6,800,000 stock options, exercisable at a weighted average exercise price of CAD$0.16 per share and the vesting charge related to the outstanding options was $344,593.

During the two months ended December 31, 2023, we granted 600,000 stock options, exercisable at a weighted average exercise price of CAD$0.39 per share and the vesting charge related to the outstanding options was $104,359.

RISK AND UNCERTAINTIES

The Company is subject to several risk factors that may have adverse effects on our business and which could harm our operating results including, but not limited to: the ability to generate and aggregate compelling content to increase the number of users of our services or users’ level of engagement with our services; the effect of technologies, tools, software, and applications could block our advertisements, impair our ability to deliver interest-based advertising, or shift the location in which advertising appears; changes in regulations or user concerns regarding privacy and protection of user data; continued and unimpeded access to the internet by us and our users. Internet access providers may be able to block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers and certain of our metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

As the Company has only recently generated cash flow from operations to independently finance its growth and operations, it has been reliant on access to capital in the form of both debt and equity to fund on-going operations and to fund capital investments. Although periodic volatility of financial and capital markets may severely limit access to capital, the Company has been able to attract the required investment capital in the past, however no assurances can be made that it will continue to do so in the future.

The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company’s forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Company also cautions readers not to place undue reliance on these forward-looking statements. Moreover, the forward-looking statements may not be suitable for establishing strategic priorities and objectives, future strategies or actions, financial objectives and projections other than those mentioned above (See Item 3.D “Key Information, Risk Factors”).

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A.	OPERATING RESULTS

General

Grown Rogue derives a substantial portion of its revenues from the state-legal cannabis industry in the United States. Grown Rogue is indirectly involved (through subsidiaries) in the state-legal cannabis industry in the United States where respective state laws permit “adult-use”/“reactional” and/or medical cannabis cultivation, manufacture, distribution, sales, and possession. Currently, Grown Rogue’s subsidiaries directly participate in the cultivation, manufacture, possession, distribution, or sale of cannabis in Oregon’s adult-use market and in Michigan’s medical and adult-use market. Pending regulatory approval, Grown Rogue, through its subsidiaries, expects to participate in Illinois’s and New Jersey’s adult-use markets over the coming year.

Cannabis is classified as a Schedule I narcotic under the Federal CSA, making it federally illegal in the United States. A Schedule I narcotic under the Federal CSA is deemed to have a high potential for abuse, no accepted medical use, and a lack of accepted safety for the use of the drug under medical supervision. The United States Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication. Despite federal illegality, over the past decade 38 states have legalized cannabis for medical use within their borders, 24 states, two territories, and the District of Columbia have enacted measures to regulate cannabis for recreational use, and nine states have approved measures to allow for “low THC” medical use programs. As such, cannabis is largely regulated at the state level in the United States. Notwithstanding the permissive regulatory environment of cannabis at the state level, pursuant to the Supremacy Clause of the United States Constitution, United States federal laws are paramount and in case of conflict between federal and state law in the United States, the federal law shall apply. As a result of the conflict between state and federal law regarding cannabis, investments in cannabis businesses in the United States are subject to inconsistent legislation and regulation. Active enforcement of the current federal law on cannabis may directly and adversely affect revenues and profits of Grown Rogue.

Selected Financial Information

The following table reflects the summary of results for the transition period ended December 31, 2023, and the years ended October 31, 2023 and 2022.

	Two months ended December 31, 2023	Year ended October 31, 2023		Year ended October 31, 2022
	()	()		()
Total revenue
Income from operations
Net income (loss)			)
Net income (loss) per share, basic and diluted			)
Comprehensive income (loss)			)
Comprehensive income (loss) per share, basic and diluted			)
Total assets
Total non-current liabilities
Cash dividends

All values are in US Dollars.

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Revenue

The following tables summarize revenues earned during the transition period ended December 31, 2023, and the year ended October 31, 2023.

	Two months ended December 31, 2023	Year ended October 31, 2023	Variance		Variance
	()	()	()		(%)
Revenue from Grown Rogue production				)		(84	%)
Revenue from services				)		(90	%)
Total revenue				)		(84	%)

All values are in US Dollars.

Revenue from Grown Rogue production is detailed in the following table:

	Two months ended December 31, 2023	Year ended October 31, 2023	Variance		Variance
	()	()	()		(%)
Indoor				)		(84	%)
Outdoor				)		(98	%)
Pre-rolls				)		(77	%)
Trim and other				)		(65	%)
Revenue from Grown Rogue production				)		(84	%)

All values are in US Dollars.

Revenues during the transition period ended December 31, 2023, were lower than the year ended October 31, 2023, due primarily to the number of months in which the revenues are based. As detailed further below, we sold less pounds in the two months ended December 31, 2023, than the comparative year ended October 31, 2023, at higher total ASP. The following table summarizes pounds sold, revenues from those pounds, and average selling prices.


Indoor	2,901	20,329	(17,428	)	105
Outdoor	158	7,114	(6,956	)	(77	)
Pre-rolls	178	651	(473	)	(176	)
Total	3,237	28,094	(24,857	)	201

All values are in US Dollars.

General and Administrative	Two months ended December 31, 2023	Year ended October 31, 2023	Year ended October 31, 2022
	()	()	()
Office, banking, travel and overheads
Professional services
Salaries and benefits
Total

All values are in US Dollars.

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General and administrative costs for the two months ended December 31, 2023, were approximately 22% of the costs for the year ended October 31, 2023. Increased general and administrative costs during the year ended October 31, 2023, were primarily due to an increase in total overheads, from growth in facility sizes and number of facilities, and of which a portion is attributed to administration. The increases are also due in part to additional staffing required to support expansion and growth, which demanded increases in management expertise in operations and corporate positions, as well as an increased utilization of professional services to support various transactions and costs of regulatory compliance and public disclosure executed during the year ended October 31, 2023.

Equity-Based Compensation

Employees

For the transition period ended December 31, 2023, and the years ended October 31, 2023 and 2022, the Company recorded employee equity-based payments valued at $44,845, $202,208, and $107,695, respectively.

During the transition period ended December 31, 2023, the Company granted the following stock options to employees:

Number<br>granted		Vesting terms	Exercise price(CAD)	Expiration
	100,000	50% on one year anniversary of grant date, 50% on second anniversary of grant date		4 years from date of grant

All values are in US Dollars.

During the year ended October 31, 2023, the Company granted the following stock options to employees:

	Vesting terms	Expiration
200,000	1/3 on each anniversary of grant date	4 years from date of grant
200,000	50% on one year anniversary of grant date, 50% on second anniversary of grant date
400,000	Fully vested on grant date	4 years from date of grant
6,000,000	Vest on one year anniversary of grant date	4 years from date of grant
6,800,000

All values are in US Dollars.

Non Employees

For the transition period ended December 31, 2023, and the years ended October 31, 2023 and 2022, the Company recorded non-employee equity-based compensation valued at $59,514, $142,385, and $49,258, respectively.

During the two months ended December 31, 2023, the Company granted the following stock options to non-employees:

Number<br>granted		Vesting terms	Exercise price(CAD)	Expiration
	500,000	Monthly over a year		4 years from date of grant

All values are in US Dollars.

Interest

For the transition period ended December 31, 2023, the Company recorded interest expense of $69,164 (for the years ended October 31, 2023 - $370,616; October 31, 2022 - $402,239).

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Gain on Debt Settlement

During the year ended October 31, 2022, the Company reported gain on debt settlement of $453,858 related primarily to settlement of debt for marketable securities. There was no gain on debt settlement to report for transition period ended December 31, 2023, nor the year ended October 31, 2023.

Total Other Comprehensive Income (Loss)

Currency Translation Adjustment

For the transition period ended December 31, 2023, the Company recorded a currency translation gain of $6,106 (for the years ended October 31, 2023 – translation loss of $4,562; October 31, 2022 – translation loss of $19,235).

These translation adjustments are the result of the following. Transactions denominated in foreign currencies are initially recorded in the functional currency using exchange rates in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using exchange rates prevailing at the end of the reporting period. All exchange gains and losses are included in the statement of comprehensive income (loss). For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company are expressed in U.S. Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income (loss) and reported as currency translation reserve in shareholders’ equity.

Net Loss and Comprehensive Loss

For the transition period ended December 31, 2023, the net income was $672,427 (for the years ended October 31, 2023 – net loss of $662,320; October 31, 2022 – net loss of $1,014,747). Significant deductions from operating profit during 2023 included an unrealized loss on derivative liabilities, measured by non-cash fair value adjustments.

Comprehensive income (loss) for the transition period ended December 31, 2023, and the years ended October 31, 2023, and 2022, reflect net income (loss) adjusted for the impact of foreign currency translation.

Total Loss per Share, Basic

Comprehensive income (loss) per share for the transition period ended December 31, 2023, was $0.00, (for the years ended October 31, 2023 - $(0.00); October 31, 2022 - $0.00).

SUMMARY OF RESULTS-CONTINUING OPERATIONS

The following tables reflect the summary of results from continuing operations for the periods set out.

		Fiscal Year <br> 2023			Fiscal Year<br> 2023		Fiscal Year <br> 2023
		Quarter End<br><br> <br>Oct 31			Quarter End<br><br> <br>Jul 31		Quarter End<br><br> <br>Apr 30
Revenue ()	3,638,087		6,522,291			6,295,717		6,004,637
Net income (loss) ()	672,427		(2,012,324	)		345,488		411,979
Net income (loss) per share, basic and diluted	0.00		(0.00	)		0.00		0.00

All values are in US Dollars.

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		Fiscal Year <br> 2022			Fiscal Year <br> 2022		Fiscal Year <br> 2022
		Quarter End<br><br> <br>Oct 31			Quarter End<br><br> <br>Jul 31		Quarter End<br><br> <br>Apr 30
Revenue ()	4,530,540		5,072,635			4,251,808		4,700,127
Net income (loss) ()	592,537		(451,630	)		571,406		144,734
Net income (loss)/share, basic and diluted	0.01		(0.00	)		0.00		0.01

All values are in US Dollars.

COMMITMENTS

Set out below are undiscounted minimum future lease payments after December 31, 2023.

	Total futureminimumlease payments

Less than one year
Between one and five years
Total minimum lease payments
Less amount representing interest		)
Total

All values are in US Dollars.

The Company has four lease contracts with extension options remaining after December 31, 2023, which were negotiated by management to provide flexibility in managing business needs. Set out below are the undiscounted potential rental payments related to periods following the date of exercise options that are not included in the lease term:

	Within<br>five years		More than<br>five years
Extension options available to be exercised	$	3,611,037	$	6,351,725

The contractual maturities of the Company’s accounts payable and accrued liabilities, debt, leases, and unearned revenue occur over the next three years are as follows:

	Year 1	Over 1 Year- 3 Years	Over 3 Years- 5 Years

Accounts payable and accrued liabilities
Lease liabilities
Convertible debentures
Debt
Business acquisition consideration payable
Total

All values are in US Dollars.

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B.	LIQUIDITY AND CAPITAL RESOURCES

Our ability to generate cash in the short term is based upon sales from production and financing proceeds, and in the long term is based upon sales from production, including production from investments in production increases, or from growth by business acquisitions, or a combination thereof. Investments to increase production or acquire business may require further financing. The Company generates cash flows from sales of cannabis products which generate margin that contribute to coverage of other operating costs, but has not yet reached productive scale to generate net income and positive net cash flows from operations on a consistent basis. We have raised financing historically through debt and equity, which has been and will be invested in the business in order to improve production yields and increase total productive capacity, as well as cover operating costs. We raised gross proceeds of $nil during the transition period ended December 31, 2023 (for years ended October 31, 2023 - $8.0 million; October 31, 2022 - approximately $1.4 million). We are typically able to sell finished goods shortly after inventory reaches its final state, and sales are primarily made on cash-on-delivery terms, or with short net terms. Our ability to fund operations, to plan capital expenditures, and to plan acquisitions, depends on future operating performance and cash flows and the availability of capital by way of debt or equity investment in the Company, which are subject to prevailing economic conditions and financial, business, and other factors, some of which are beyond the Company’s control.

Cash flows

The following table summarizes certain cash flow items for the transition period ended December 31, 2023, and the years ended October 31, 2023, and 2022.

	Two months ended December 31, 2023		Year ended October 31, 2023		Year ended October 31, 2022
	()		()		()
Net income (loss)				)
Net cash provided by (used in) operating activities
Net cash used in investing activities		)		)		)
Net cash provided by (used in) by financing activities		)				)
Net increase in cash and cash equivalents		)
Effect of currency translation				)
Cash and cash equivalents, beginning
Cash and cash equivalents, ending

All values are in US Dollars.

Operating activities

During the transition period ended December 31, 2023, cash provided by operating activities was $231,109, (for years ended October 31, 2023 - $5,729,351; October 31, 2022 –$2,004,175). This number was derived by adding back non-cash items to net income (loss), including the following significant adjustments:

●	$186,415 in amortization of property and equipment (years ended October 31, 2023 - 578,641; October 31, 2022 - $750,916);
●	$209,985 from depreciation expensed in costs of finished inventory sold (years ended October 31, 2023 - $1,757,672; October 31, 2022 - $1,102,688);
●	Deduction of $686,867 from the unrealized change in fair value of biological assets (years ended October 31, 2023 - $3,355,797; October 31, 2022 - $3,278,572);
●	$460,467 for changes in fair value in inventory sold (years ended October 31, 2023 - $2,573,151; October 31, 2022 - $3,685,338);

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●	$224,064 from deferred income taxes benefit (years ended October 31, 2023 - $470,358; October 31, 2022 - $nil);
●	$104,359 in share-based compensation and stock option vesting expense, including expense for option grants under our stock option plan implemented during 2020, as well as shares issued directly as compensation for employees, directors, and service providers (years ended October 31, 2023 - $344,593; October 31, 2022 - $96,649);
●	$216,493 (years ended October 31, 2023 - $1,026,732; October 31, 2022 - $491,751) in accretion of interest expense on debt and convertible debentures outstanding;
●	$Nil (years ended October 31, 2023 - $nil; October 31, 2022 - $333,777) from the unrealized loss on our investment in PBIC shares, measured at PBIC’s publicly quoted share price;
●	$Nil (years ended October 31, 2023 - $nil; October 31, 2022 - $455,674) from gain on debt settlement;
●	Deduction of $366,981 (years ended October 31, 2023 - $4,563,498 loss; October 31, 2022 - $nil) from the gain on fair value of derivative liability; and
●	Deduction of $400,016 (years ended October 31, 2023 - $129,113; October 31,2022 – $nil) from the unrealized gain on warrants asset.

Increases in non-cash working capital are summarized in the following table.

	December 31, 2023		October 31, 2023		October 31, 2022
	()		()		()
Accounts receivable				)		)
Inventory and biological assets		)		)		)
Prepaid expenses and other assets		)		)
Accounts payable and accrued liabilities		)				)
Interest payable						)
Income tax payable
Unearned revenue				)		)
Total		)		)		)

All values are in US Dollars.

Changes in accounts receivable are due to the timing and collection of sales. Changes in inventory and biological assets reflect increases due to increased productive capacity, as well as the timing of harvests, the timing of the completion growth cycles, and the timing of sales of finished inventory. Changes in liabilities, including accounts payable and accrued liabilities reflect the use of credit terms and cash flow management based upon ongoing liquidity management.

Investing activities

During the transition period ended December 31, 2023, we added $770,010 (years ended October 31, 2023 - $4,008,866; October 31, 2022 - $4,000,874) to property and equipment, including non-cash right-of-use asset additions. We expended cash flows of $126,690 (years ended October 31, 2023 - $1,456,782; October 31,2022 - $1,111,283) for property and equipment additions.

We also expended $1,018,596 (year ended October 31, 2023 - $1,420,526) as cash advances and loans to other parties during the two months ended December 31, 2023.

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Financing activities

Net cash flows used by financing activities during the transition period ended December 31, 2023, were $1,139,491 (years ended October 31, 2023 – net cash provided of $4,433,820; October 31, 2022 – net cash used of $422,541).

Significant financing activities for the transition period ended December 31, 2023, included the following:

●	Repayment of $126,978 of convertible debentures;
●	Repayments of $444,347 of lease principal; and
●	Repayments of $568,166 of long-term debt.

Financing activities during the comparable year ended October 31, 2023, included the following:

●	Proceeds of $8,000,000 from issuance of convertible debentures;
●	Repayment of $261,006 of convertible debentures;
●	Repayments of $1,673,344 of lease principal; and
●	Repayments of $1,631,830 of long-term debt.

Financing activities during the comparable year ended October 31, 2022, included the following:

●	Debt proceeds of $100,000 borrowed for general purposes;
●	$1,300,000 raised through a private placement of common shares;
●	Repayments of $1,089,738 of lease principal; and
●	Repayments of $732,803 of long-term debt.

Trends and expected fluctuations in liquidity

	December 31,2023		October 31,2023		Variance		Variance
	()		()		()		(%)
Current assets						)		(10	%)
Current liabilities		)		)				(9	%)
Working capital						)		(13	%)

All values are in US Dollars.

Working capital varied from October 31, 2023 to December 31, 2023, due to primarily to an increase in net cash used by financing activities, which was $1,139,491 during the transition period ended December 31, 2023 as compared to cash provided by financing activities of $4,433,820 during the year ended October 31, 2023, and net cash used by financing activities of $422,541 during the year ended October 31, 2022.

We expect significant ongoing fluctuations in working capital over time, as we are in the early stages of growth. We have historically raised debt with principal due on maturity, and accordingly, we expect significant one-time payments as debt matures, as opposed to smooth cash outflows over time. We have historically been able to meet commitments, modify debt maturities, and raise new financing as required to respond to changes in our liquidity position, although there is no guarantee we will be able to do so in the future. We are exposed to market pricing for cannabis products, which materially impacts our liquidity and is out of our control. The market for cannabis products, including flower, which is our primary product, is relatively immature, having recently become legal to buy and sell in certain markets. We have observed some indications of seasonality, and in addition, we have observed that market conditions can change rapidly without apparent explanations or analyzable causes. We cannot control whether we will be able to raise financing when required or sell cannabis products at profitable prices in the future; however, part of our strategy is to produce flower at sustainable gross margins over a growing productive base, which, holding other factors constant, is expected to result in improved net loss or net income, as well as net cash flows.

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C.	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

We do not engage in significant research and development activities. As such, included in general and administrative expenses are limited research and development expenses during the transition period ended December 31, 2023, and the years ended October 31, 2023 and 2022.

D.	TREND INFORMATION

The trend of cannabis legalization in the United States has resulted in a significant opportunity. Forty-one U.S. states, as well as the District of Columbia and Puerto Rico, have legalized adult-use or medical cannabis markets. In the U.S., adult-use sales are expected to grow at a compounded annual growth rate of 21.7% through year 2025, and U.S. adult-use and medical sales are projected to reach U.S.$33.9 billion by year 2025 [Source: The State of Legal Cannabis Markets from Arcview Market Research and BDS Analytics, 8^th^ Edition].

Consumer preferences change from time to time and can be affected by a number of different and unexpected trends. The Company’s failure to anticipate, identify or react quickly to these changes and trends, and to introduce new and improved products on a timely basis, could result in reduced demand for the Company’s products, which in turn could result in a material adverse effect on the Company.

E.	CRITICAL ACCOUNTING ESTIMATES

Not applicable.

ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.	DIRECTORS AND SENIOR MANAGEMENT
---	---

The following table sets forth the names of all of our directors and executive officers as of the date of the filing of this Report, with each position and office held by them in our Company, and the period of their service as a director or as an officer.

Name	Position with the Company	Date First Elected or Appointed
J. Obie Strickler	President, Chief Executive Officer and Director	November 15, 2018
Ryan Kee	Chief Financial Officer, Corporate Secretary and Director	August 18, 2021
Abhilash Patel	Director	November 15, 2018
Stephen Gledhill	Director	November 15, 2018
Sean Conacher	Director	August 27, 2020

All of our directors serve until our next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with our Articles or Bylaws. Subject to the terms of their employment agreements, if any, executive officers are appointed by the Board of Directors to serve until the earlier of their resignation or removal, with or without cause by the directors. Mr. Strickler, our President, devotes 100% of his work time to his duties as an officer and director of the Company.

There are no family relationships between any of our directors or executive officers. There are no arrangements or understandings between any major shareholders, customers, suppliers or others, pursuant to which any named directors or executive officers were selected.

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J. Obie Strickler – President, Chief Executive Officer and Director. Mr. Strickler is the President, Chief Executive Officer and Chairman of the Company. He is also CEO, President, and founder of GR Unlimited. He founded Canopy in 2015 to consolidate the three medical facilities he had operated since 2006 within one company. Mr. Strickler formed GR Unlimited in 2016 and entered the Oregon recreational cannabis market with a plan to build a multi-national cannabis brand. Mr. Strickler has been active in the Oregon medical marijuana market since early 2000 where he organically scaled a single 15 plant property to four separate facilities with approximately 200 outdoor plants and 30 lights operating indoors. Mr. Strickler has a Bachelor of Science in Geology from Southern Oregon University and is also an Oregon Professional Geologist. During the time he was financing and overseeing Canopy’s growth he was also the regional manager for a large multi-service environmental company where he oversaw a staff of 15 people before starting his own business in 2011 to provide management services to large natural resource companies primarily in the mining sector. In this role, he was responsible for building and integrating complex technical teams to advance large, world-class, multi-billion-dollar mining projects from exploration through feasibility primarily in base and precious metals. In 2014, Mr. Strickler teamed with aerospace engineers to form HyperSciences, Inc a platform technology company focused on commercializing hypervelocity technology into a variety of industrial applications. Mr. Strickler helped secure a large contract with one of the world’s larger oil and gas providers to solve deep drilling challenges and moved this project through proof of concept before departing to focus on the opportunities in cannabis full time. Mr. Strickler will take his production experience in the cannabis industry and his integration and execution experience from the natural resource industry to build GR Unlimited into a premier cannabis company. Mr. Strickler is 43 years old and is employed on a full-time basis with the Company. Mr. Strickler has not signed a non-competition or non-disclosure agreement with the Company.

Ryan Kee – Mr. Kee is an experienced accounting professional with a history of working in mining in various global jurisdictions. He is skilled in financial reporting, IT integrations, and team building and development. Mr. Kee has a Bachelor of Science in Accounting and Spanish from the University of Idaho, and is a Certified Public Accountant, licensed in Washington state. He has developed financial models to quantitatively describe the cost profiles of operating mines, optimize grade cutoffs, and drive cost reductions. Most recently, he led accounting, supply chain, and IT teams for an operating gold mine in South America, and will apply the best practices learned and developed in mining to cannabis production. Mr. Kee is 40 years old and is employed with the Company.

Sean Conacher – Mr. Conacher is an experienced executive with a demonstrated history of working in the financial services and marketing sectors. He is skilled in entrepreneurship, venture capital, public and private equity, foreign exchange, options and asset management. He is currently the Chief Strategy Officer of PBIC, a publicly traded investment corporation that offers unique global exposure to the emerging global cannabis and plant-based sector. PBIC’s main objective is to provide shareholders long-term total return through its actively managed portfolio of securities, both public and private, operating in, or that derive a portion of their revenue or earnings from products or services related to the cannabis and plant-based industry. Mr. Conacher is 53 years old and intends to devote the time necessary to serve as a director of the Corporation.

Abhilash Patel – Director. Mr. Patel is a serial entrepreneur, venture investor, speaker, and philanthropist. He is currently Founder and Principal at Lotus Capital, an early-stage investment fund in Santa Monica, California. He is on the board of directors for several non-profit organizations in Southern California, including the Los Angeles Food Bank, Junior Achievement of Southern California, and 10,000 Beds. Previously, Mr. Patel was founder and CEO at Ranklab, a digital marketing agency listed in Inc. Magazine’s fastest growing private companies in 2015, and Co-founder at Recovery Brands, a digital publishing company based in San Diego, CA. In 2015 both companies were acquired by AAC, Holdings Inc. and Mr. Patel remained in an active leadership position at both companies until his exit in late 2016. Mr. Patel holds a Bachelor of Arts in Economics and Philosophy from Columbia University, and a Master of Business Administration from the University of California, Los Angeles’ Anderson School of Management. Mr. Patel’s work has been featured in several major publications, including Inc., Huffington Post, Forbes, and Entrepreneur, USA Today, among others. Dr. Drew., Inc. named Mr. Patel “One of 20 Inspiring Entrepreneurs Improving Health for All” and Forbes highlights him in an interview entitled “How Web Publishing is Saving Lives”. Mr. Patel is 44 years old and intends to devote the time necessary to serve as a director of the Company, which is estimated to be 10% of his time. Mr. Patel has signed a non-disclosure agreement with the Company but has not signed a non-competition agreement with the Company.

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Stephen Gledhill – Director and Audit Committee Chairman. Mr. Gledhill is a founding member and Managing Director of RG Mining Investments Inc. and RG Management Services Inc., both of which are accounting, administrative and corporate secretarial services companies. In 1992, he formed Keshill Consulting Associates Inc., a boutique management consulting practice. Mr. Gledhill has over 26 years of financial-control experience and acts as CFO and Corporate Secretary for multiple publicly-traded companies, several of which he was instrumental in scaling-up and taking public. He currently serves as the CFO of Caracara Silver Inc. (TSXV:CSV) and CO2 Gro Inc. (TSXV:GROW). Prior to the inception of RGMI and RGMS, Mr. Gledhill served as the Senior Vice President and CFO of Borealis Capital Corporation, a Toronto-based merchant bank as well as Vice President of Finance of OMERS Realty Corporation (ORC), the real estate entity of the Ontario Municipal Employees Retirement System. Mr. Gledhill is a Chartered Public Accountant and Certified Management Accountant and holds a Bachelor of Math Degree from the University of Waterloo. Mr. Gledhill is 63 years old and intends to devote the time necessary to serve as a director of the Company, which is expected to be 10% of his time. Mr. Gledhill has signed a non-disclosure agreement with the Company but has not signed a non-competition agreement with the Company.

B.	COMPENSATION

Executive Compensation

The following table presents a summary of all long-term compensation paid or accrued by us including our subsidiaries, for services rendered to us by our executive officers and directors in any capacity for the transition period ended December 31, 2023 and year ended October 31, 2023.

Name	Period		Salary, consulting fee, retainer or commission	Bonus	Committee or meeting fees			Value of all other compensation		Total compensation
			()	()	()			()		()
J. Obie Strickler,	Two months ended Dec 31, 2023						Nil		^(1)^
President, CEO, and Director	Year ended Oct 31, 2023						Nil		^(2)^
Adam August,	Two months ended Dec 31, 2023	^(3)^					Nil		^(4)^
Senior VP Grown Rogue Unlimited LLC	Year ended Oct 31, 2023	^(3)^					Nil		^(4)^
Ryan Kee,	Two months ended Dec 31, 2023						Nil		^(5)^
Chief Financial Officer and Director	Year ended Oct 31, 2023						Nil		^(5)^
Abhilash Patel,	Two months ended Dec 31, 2023						Nil		^(6)^
Director	Year ended Oct 31, 2023						Nil		^(6)^
Stephen Gledhill,	Two months ended Dec 31, 2023					^(7)^	Nil		^(6)^
Director	Year ended Oct 31, 2023					^(7)^	Nil		^(6)^
Sean Conacher,	Two months ended Dec 31, 2023						Nil		^(6)^
Director	Year ended Oct 31, 2023						Nil		^(6)^

All values are in US Dollars.

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1)	Represents rents charged by a company owned by Mr. Strickler and option expense payment made to Mr. Strickler.
2)	Represents rents charged by a company owned by Mr. Strickler, lease payments for equipment sold by Mr. Strickler to the Company, and option expense payment made to Mr. Strickler.
3)	On January 4, 2024, we announced that Mr. August will be stepping down from his position as Senior VP and will continue to support us in an advisory capacity ensuring his long-standing institutional knowledge continues with the Company.
4)	Represents Option expense and interest paid on debenture to Mr. August.
5)	Represents Option expense paid to Mr. Kee.
6)	Represents stock option vesting expense.
7)	Mr. Gledhill was compensated $3,000 for the two months ended December 31, 2023 and $18,000 for the year ended October 31, 2023 in fees in his role as chair of the Audit Committee and Compensation Committee.

Outstanding Option-Based Awards

The following table summarizes options outstanding at December 31, 2023.

			Expiry period
1,840,000	1,777,500	0.5	July 2024
200,000	200,000	0.9	November 2024
1,000,000	850,000	1.3	April 2025
1,150,000	1,150,000	1.4	May 2025
85,000	85,000	1.8	November 2025
300,000	150,000	2.3	April 2026
6,225,000	400,000	3.0	January 2027
400,000	-	3.7	September 2027
600,000	41,666	3.9	November 2027
11,800,000	4,654,166	2.3

All values are in US Dollars.

Compensation Discussion and Analysis

Objective of the Compensation Program

The objectives of the Company’s compensation program are to attract, hold and inspire performance of J. Obie Strickler and Ryan Kee, its Named Executive Officers (“NEOs”), of a quality and nature that will enhance the sustainable profitability and growth of the Company. The Company views it as an important objective of the Company’s compensation program to ensure staff retention.

The Compensation Review Process

To determine compensation payable, the compensation committee of the Company (the “Compensation Committee”) determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the NEOs of the Company while taking into account the financial and other resources of the Company.

The Company’s Compensation Committee is comprised of J. Obie Strickler, Abhilash Patel and Stephen Gledhill. Compensation is determined in the context of our strategic plan, our growth, shareholder returns and other achievements and considered in the context of position descriptions, goals and the performance of each NEO. With respect to directors’ compensation, the Compensation Committee reviews the level and form of compensation received by the directors, members of each committee, the board chair and the chair of each board committee, considering the duties and responsibilities of each director, his or her past service and continuing duties in service to us. The compensation of directors, the CEO and executive officers of competitors are considered, to the extent publicly available, in determining compensation and the Compensation Committee has the power to engage a compensation consultant or advisor to assist in determining appropriate compensation.

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Elements of Executive Compensation

The Company’s NEO compensation program is based on the objectives of: (a) recruiting and retaining the executives critical to the success of the Company; (b) providing fair and competitive compensation; (c) balancing the interests of management and shareholders of the Company; and (d) rewarding performance, on the basis of both individual and corporate performance.

For the transition period ended December 31, 2023, the Company’s NEO compensation program consisted of the following elements:

(a)	a management fee (the “Short-Term Incentive”).
(b)	a long-term equity compensation consisting of stock options granted under the Company’s stock incentive plan (“Long-Term Incentive”).
---	---

The specific rationale and design of each of these elements are outlined in detail below.

Short-Term Incentive

Salaries form an essential element of the Company’s compensation mix as they are the first base measure to compare and remain competitive relative to peer groups. Base salaries are fixed and therefore not subject to uncertainty and are used as the base to determine other elements of compensation and benefits. The base salary provides an immediate cash incentive for the Named Executive Officers. The Compensation Committee and the Board review salaries at least annually.

Base salary/management fees of the Named Executive Officers are set by the Compensation Committee on the basis of the applicable officer’s responsibilities, experience and past performance. In determining the base salary to be paid to a particular Named Executive Officer, the Compensation Committee considers the particular responsibilities related to the position, the experience level of the officer, and his or her past performance at the Company and the current financial position of the Company.

Long-Term Incentive

The granting of stock options is a variable component of compensation intended to reward the Company’s Named Executive Officers for their success in achieving sustained, long-term profitability and increases in stock value. Stock options may be provided to enhance the Named Executive Officers motivation to achieve long-term growth of the Company and increases in shareholder value. The Company provides long-term incentive compensation through its stock option plan. The Compensation Committee recommends the granting of stock options from time to time based on its assessment of the appropriateness of doing so in light of the long-term strategic objectives of the Company, its current stage of development, the need to retain or attract particular key personnel, the number of stock options already outstanding and overall market conditions. The Compensation Committee views the granting of stock options as a means of promoting the success of the Company and higher returns to its shareholders. The Board grants stock options after reviewing recommendations made by the Compensation Committee.

Stock Option Plan

The Company’s Amended Stock Option Plan (the “Plan”) was adopted by the Board of Directors on January 20, 2012 and approved by a majority of our shareholders voting at the Annual and Special Meeting held on February 24, 2012. The Plan was adopted in order that we may be able to provide incentives for directors, officers, employees, consultants and other persons (an “Eligible Individual”) to participate in our growth and development by providing us with the opportunity through share options to acquire an ownership interest in us. Directors and officers currently are not remunerated for their services except as stated in “Executive Compensation” above. The Plan was revised on July 21, 2020.

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The maximum number of shares of our common stock which may be set aside for issue under the Plan is an amount not to exceed 20% of the total shares issued and outstanding of the Company as of the date of each Option grant provided that the board has the right, from time to time, to increase such number subject to the approval of our shareholders and any relevant stock exchange or other regulatory authority. Any shares of our common stock subject to an option, which are not exercised, will be available for subsequent grant under the Plan. The option price of any shares of our common stock is to be determined by the Board in its sole discretion.

Options granted under the Plan may be exercised during a period not exceeding five years, subject to earlier termination upon the optionee ceasing to be an Eligible Individual, or, in accordance with the terms of the grant of the option. The options are non-transferable and non-assignable except between an Eligible Individual and a related corporation controlled by such Eligible Individual upon the consent of the Board of Directors. The Plan contains provisions for adjustment in the number of shares issuable there under in the event of subdivision, consolidation, reclassification, reorganization or change in the number of shares of our common stock, a merger or other relevant change in the Company’s capitalization. The Board of Directors may from time to time amend or revise the terms of the Plan or may terminate the Plan at any time. The Company does not have any other long-term incentive plans, including any supplemental executive retirement plans.

Overview of How the Compensation Program Fits with Compensation Goals

The compensation package is designed to meet the goal of attracting, holding and motivating key talent in the highly competitive cannabis industry through salary and providing an opportunity to participate in the Company’s growth through stock options. Through the grant of stock options, if the price of the Company shares increases over time, both the Named Executive Officer and shareholders will benefit.

Incentive Plan Awards

During the transition period ended December 31, 2023, 100,000 stock options were granted to employees and 500,000 stock options were granted to service providers. During the year ended October 31, 2023, 6,800,000 stock options were granted to employees. During the year ended October 31, 2022, the Company granted 605,000 stock options to employees.

Pension Plan Benefits

The Company does not currently provide pension plan benefits to its Named Executive Officers.

Termination and Change of Control Benefits

At December 31, 2023, the Company had one executive employment agreement in place with the Chief Financial Officer, which could be triggered by termination, or a constructive dismissal within six months of a change in control event. If triggered, a payment equal to 50% of the Chief Financial Officer’s compensation for the twelve months prior to the change in control event would be due within sixty calendar days after the effective date of the triggering event.

The Company has no compensatory plan where a named executive officer or director is entitled to receive compensation in the event of resignation, retirement, termination, change of control or a change in responsibilities following a change in control.

Director Compensation

The Company does not compensate its Board of Directors based on the number of meetings attended. Mr. Gledhill is paid a monthly fee of $1,500. Aggregate compensation paid to each director during the transition period ended December 31, 2023 is included in the Executive Compensation table above. As of the date of this Report, none of the Company’s directors has a service contract with the Company or its subsidiaries providing for benefits upon termination of employment.

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Retirement Policy for Directors

The Company does not have a retirement policy for its directors.

Directors’ and Officers’ Liability Insurance

The Company does not maintain directors’ and officers’ liability insurance.

Pension Plans, Retirement Plans, and Similar Benefits

Neither the Company nor its subsidiaries have set aside or accrued any amounts to provide pension, retirement or similar benefits.

C.	BOARD PRACTICES

Board of Directors

The mandate of our Board of Directors, prescribed by the Business Corporations Act (Ontario), is to manage or supervise the management of our business and affairs and to act with a view to our best interests. In doing so, the board oversees the management of our affairs directly and through its committees. The Board of Directors has met at least once annually or otherwise as circumstances warrant to review our business operations, corporate governance and financial results.

Mr. Strickler, Mr. Patel, and Mr. Gledhill were appointed as directors on November 15, 2018. Mr. Conacher was appointed as a director on August 27, 2020 and Mr. Kee was appointed as a director on August 18, 2021. Our directors serve until our next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with our Articles or Bylaws. Our chief executive officer, our president and our chief financial officer were appointed by our Board of Directors to serve until the earlier of their resignation or removal, with or without cause by the directors.

As of the date of this Report our Board of Directors consists of five directors, two of which are considered “independent directors” in that they are “independent from management and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the directors ability to act with a view to our best interests, other than interests and relationships arising from their shareholding.” It is our practice to attempt to maintain a diversity of professional and personal experience among our directors.

The Company holds meetings as required, at which the opinions of the directors are sought by management and duly acted upon for all material matters relating to the Company.

Directorships

At October 31, 2023 and December 31, 2023, the following director and officer of the Company also served as a director and/or officer of other reporting issuers, as follows:

Stephen Gledhill	CFO and Corporate Secretary of CO2 Gro Inc. (TSXV)
	CFO and Corporate Secretary of POSaBIT Systems Corporation (CSE)
	CFO and director of Bhang Inc. (CSE)

Board of Directors Mandate

The Board of Directors assumes responsibility for stewardship of the Company, including overseeing all of the operation of the business, supervising management and setting milestones for the Company. The Board of Directors reviews the statements of responsibilities for the Company including, but not limited to, the code of ethics and expectations for business conduct.

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The Board of Directors approves all significant decisions that affect the Company and its subsidiaries and sets specific milestones towards which management directs their efforts.

The Board of Directors ensures, at least annually, that there are long-term goals and a strategic planning process in place for the Company and participates with management directly or through its committees in developing and approving the mission of the business of the Company and the strategic plan by which it proposes to achieve its goals, which strategic plan takes into account, among other things, the opportunities and risks of the Company’s business. The strategic planning process is carried out at each Board of Directors meeting where there are regularly reviewed specific milestones for the Company.

The strategic planning process incorporates identifying the main risks to the Company’s objectives and ensuring that mitigation plans are in place to manage and minimize these risks. The Board also takes responsibility for identifying the principal risks of the Company’s business and for ensuring these risks are effectively monitored and mitigated to the extent practicable. The Board appoints senior management.

The Company adheres to regulatory requirements with respect to the timeliness and content of its disclosure. The Board approves all of the Company’s major communications, including annual and quarterly reports and press releases. The Chief Executive Officer authorizes the issuance of news releases. The Chief Executive Officer is generally the only individual authorized to communicate with analysts, the news media and investors about information concerning the Company.

The Board and the audit committee of the Company (the “Audit Committee”) examines the effectiveness of the Company’s internal control processes and information systems.

The Board as a whole, given its small size, is involved in developing the Company’s approach to corporate governance. The number of scheduled board meetings varies with circumstances. In addition, special meetings are called as necessary. The Chief Executive Officer establishes the agenda at each Board meeting and submits a draft to each director for their review and recommendation for items for inclusion on the agenda. Each director has the ability to raise subjects that are not on the agenda at any board meeting. Meeting agendas and other materials to be reviewed and/or discussed for action by the Board are distributed to directors in time for review prior to each meeting. Board members have full and free access to senior management and employees of the Company.

Position Descriptions

The Board has not developed written position descriptions for the Chairman of the Board, the Chief Executive Officer, Chief Financial Officer or the President (the “Officers”). The Board is currently of the view that the respective corporate governance roles of the Board and management, as represented by the Officers, are clear and that the limits to management’s responsibility and authority are well-defined.

Each of the Audit Committee and Compensation Committee has a chair and a mandate.

Orientation and Continuing Education

We have developed an orientation program for new directors including a director’s manual (“Director’s Manual”) which contains information regarding the roles and responsibilities of the board, each board committee, the board chair, the chair of each board committee and our president. The Director’s Manual contains information regarding its organizational structure, governance policies including the Board Mandate and each Board committee charter, and our code of business conduct and ethics. The Director’s Manual is updated as our business, governance documents and policies change. We update and inform the board regarding corporate developments and changes in legal, regulatory and industry requirements affecting us.

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Ethical Business Conduct

We have adopted a written Code of Business Conduct and Ethics (the “Code”) for our directors, officers and employees. The board encourages following the Code by making it widely available. It is distributed to directors in the Director’s Manual and to officers, employees and consultants at the commencement of their employment or consultancy. The Code reminds those engaged in service to us that they are required to report perceived or actual violations of the law, violations of our policies, dangers to health, safety and the environment, risks to our property, and accounting or auditing irregularities to the chair of the Audit Committee. In addition to requiring directors, officers and employees to abide by the Code, we encourage consultants, service providers and all parties who engage in business with us to contact the chair of the Audit Committee regarding any perceived and all actual breaches by our directors, officers and employees of the Code. The chair of our Audit Committee is responsible for investigating complaints, presenting complaints to the applicable board committee or the board as a whole, and developing a plan for promptly and fairly resolving complaints. Upon conclusion of the investigation and resolution of a complaint, the chair of our Audit Committee will advise the complainant of the corrective action measures that have been taken or advise the complainant that the complaint has not been substantiated. The Code prohibits retaliation by us, our directors and management, against complainants who raise concerns in good faith and requires us to maintain the confidentiality of complainants to the greatest extent practical. Complainants may also submit their concerns anonymously in writing. In addition to the Code, we have an Audit Committee Charter and a Policy of Procedures for Disclosure Concerning Financial/Accounting Irregularities.

Since the beginning of our most recently completed fiscal year, no material change reports have been filed that pertain to any conduct of a director or executive officer that constitutes a departure from the Code. The board encourages and promotes a culture of ethical business conduct by appointing directors who demonstrate integrity and high ethical standards in their business dealings and personal affairs.

Directors are required to abide by the Code and expected to make responsible and ethical decisions in discharging their duties, thereby setting an example of the standard to which management and employees should adhere. The board is required by the Board Mandate to satisfy our CEO and other executive officers are acting with integrity and fostering a culture of integrity throughout the Company. The board is responsible for reviewing departures from the Code, reviewing and either providing or denying waivers from the Code, and disclosing any waivers that are granted in accordance with applicable law. In addition, the board is responsible for responding to potential conflict of interest situations, particularly with respect to considering existing or proposed transactions and agreements in respect of which directors or executive officers advise they have a material interest. The Board Mandate requires that directors and executive officers disclose any interest and the extent, no matter how small, of their interest in any transaction or agreement with us, and that directors excuse themselves from both board deliberations and voting in respect of transactions in which they have an interest. By taking these steps the board strives to ensure that directors exercise independent judgment, unclouded by the relationships of the directors and executive officers to each other and us, in considering transactions and agreements in respect of which directors and executive officers have an interest.

Nomination of Directors

The Board has not appointed a nominating committee and does not believe that such a committee is warranted at the present time. The entire Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and officers. The Board generally looks for the nominee to have significant public company experience. The nominee must not have a significant conflicting public company association.

Compensation

The Board determines director and executive officer compensation by recommendation of the Compensation Committee. The Company’s Compensation Committee reviews the amounts and effectiveness of compensation. The Board reviews the adequacy and form of compensation and compares it to other companies of similar size and stage of development. There is no minimum share ownership requirement of directors.

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The Compensation Committee generally convenes at least once annually to review director and officer compensation and status of stock options. The Compensation Committee also responds to requests from management and the Board to review recommendations of management for new senior employees and their compensation. The Compensation Committee has the power to approve and/or amend these recommendations.

The Company has felt no need to retain any compensation consultants or advisors at any time since the beginning of the Company’s most recently completed financial year.

Committees of the Board

Our Board of Directors discharges its responsibilities directly and through committees of the Board of Directors, currently consisting of the Audit Committee and a compensation committee (the “Compensation Committee”).

Audit Committee

The mandate of the Audit Committee is formalized in a written charter. The members of the Audit Committee are J. Obie Strickler, Abhilash Patel and Stephen Gledhill (Chair). Based on his professional experience, the board has determined that Stephen Gledhill is an Audit Committee Financial Expert and that J. Obie Strickler and Abhilash Patel are financially literate. The Audit Committee’s primary duties and responsibilities are to serve as an objective party to monitor our financial reporting process and control systems, review and appraise the audit activities of our independent auditors, financial and senior management, and the lines of communication among the independent auditors, financial and senior management, and the Board of Directors for financial reporting and control matters including investigating fraud, illegal acts or conflicts of interest.

Compensation Committee

The mandate of the Compensation Committee is formalized in a written charter. The members of the Compensation Committee are J. Obie Strickler, Abhilash Patel and Stephen Gledhill. Compensation is determined in the context of our strategic plan, our growth, shareholder returns and other achievements and considered in the context of position descriptions, goals and the performance of each individual director and officer. With respect to directors’ compensation, the Compensation Committee reviews the level and form of compensation received by the directors, members of each committee, the board chair and the chair of each board committee, considering the duties and responsibilities of each director, his or her past service and continuing duties in service to us. The compensation of directors, the CEO, CFO and executive officers of competitors are considered, to the extent publicly available, in determining compensation and the Compensation Committee has the power to engage a compensation consultant or advisor to assist in determining appropriate compensation.

Assessments

The Board of Directors assesses, on an annual basis, the contributions of the board as a whole, the Audit Committee and each of the individual directors, in order to determine whether each is functioning effectively. The board monitors the adequacy of information given to directors, communication between the board and management and the strategic direction and processes of the board and committees. The Audit Committee will annually review the Audit Committee Charter and recommend, if any, revisions to the board as necessary.

Relevant Education and Experience of Audit Committee Members

See Item 6.A – Directors and Senior Management for biographies of Audit Committee members.

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Audit Committee Charter

●	Our Audit Committee Charter (the “Charter”) has been adopted by our Board of Directors. The Audit Committee of the board (the “Committee”) will review and reassess this charter annually and recommend any proposed changes to the board for approval. The Audit Committee’s primary duties and responsibilities are to:
●	Oversee (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; and (iii) the independent auditors’ qualifications and independence.
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●	Serve as an independent and objective party to monitor our financial reporting processes and internal control systems.
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●	Review and appraise the audit activities of our independent auditors and the internal auditing functions.
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●	Provide open lines of communication among the independent auditors, financial and senior management, and the board for financial reporting and control matters.
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Role and Independence: Organization

The Committee assists the Board of Directors on fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing, internal control and financial reporting practices. It may also have such other duties as may from time to time be assigned to it by the board.

The Audit Committee is to be comprised of at least three directors.

All members shall, to the satisfaction of the Board of Directors, be financially literate (i.e. will have the ability to read and understand a balance sheet, an income statement, a cash flow statement and the notes attached thereto), and at least one member shall have accounting or related financial management expertise to qualify as “financially sophisticated”. A person will qualify as “financially sophisticated” if an individual possesses the following attributes:

●	an understanding of financial statements and generally accepted accounting principles;
●	an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
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●	experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities;
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●	an understanding of internal controls and procedures for financial reporting; and
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●	an understanding of audit committee functions.
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The Committee members will be elected annually at the first meeting of the Board following the annual meeting of shareholders. Each member of the Committee serves at the pleasure of the Board and, in any event, only so long as he or she is a director.

One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings and making regular reports to the Board. The chair will also maintain regular liaison with the CEO, CFO, President and the lead independent audit partner.

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Responsibilities and Powers

Although the Committee may wish to consider other duties from time to time, the general recurring activities of the Committee in carrying out its oversight role are described below.

●	Annual review and revision of the Charter as necessary with the approval of the board.
●	Review and obtain from the independent auditors annually a formal written statement delineating all relationships between the auditor and us, consistent with Independence Standards Board Standard 1. The Committee shall actively engage in a dialogue with the independent auditors with respect to any relationship that may impact the objectivity and the independence of the auditors and shall take, or recommend that the board take, appropriate actions to oversee and satisfy itself as to the auditors’ independence.
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●	Recommending to the board the independent auditors to be retained (or nominated for shareholder approval) to audit our financial statements. Such auditors are ultimately accountable to the board and the Committee, as representatives of the shareholders.
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●	Evaluating, together with the board and management, the performance of the independent auditors and, where appropriate, replacing such auditors.
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●	Ensuring that the independent auditors are prohibited from providing the following non-audit services and determining which other non-audit services the independent auditors are prohibited from providing:
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○	Bookkeeping or other services related to our accounting records or consolidated financial statements;
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○	Financial information systems design and implementation;
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○	Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
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○	Actuarial services;
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○	Internal audit outsourcing services;
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○	Management functions or human resources;
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○	Broker or dealer, investment advisor or investment banking services;
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○	Legal services and expert services unrelated to the audit; and
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○	Any other services which the Public Company Accounting Oversight Board determines to be impermissible.
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●	Approving any permissible non-audit engagements of the independent auditors.
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●	Meeting with our auditors and management to review the scope of the proposed audit for the current year, and the audit procedures to be used, and to approve audit fees.
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●	Reviewing the audited consolidated financial statements and discussing them with management and the independent auditors. Consideration of the quality of our accounting principles as applied in its financial reporting. Based on such review, the Committee shall make its recommendation to the Board as to the inclusion of our audited consolidated financial statement in our Report to Shareholders.
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●	Discussing with management and the independent auditors the quality and adequacy of and compliance with our internal controls.
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●	Establishing procedures: (i) for receiving, handling and retaining of complaints received by us regarding accounting, internal controls, or auditing matters, and (ii) for employees to submit confidential anonymous concerns regarding questionable accounting or auditing matters.
●	Review and discuss all related party transactions involving us.
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●	Engaging independent counsel and other advisors if the Committee determines that such advisors are necessary to assist the Committee in carrying out its duties.
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●	Publicly disclose the receipt of warning about any violations of corporate governance rules.
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Authority

The Committee will have the authority to retain special legal, accounting or other experts for advice, consultation or special investigation. The Committee may request any officer or employee of ours, our outside legal counsel, or the independent auditor to attend a meeting of the Committee, or to meet with any member of, or consultants to, the Committee. The Committee will have full access to our books, records and facilities.

Meetings

The Committee shall meet at least yearly, or more frequently as the Committee considers necessary. Opportunities should be afforded periodically to the external auditor and to senior management to meet separately with the independent members of the Committee. Meetings may be with representatives of the independent auditors, and appropriate members of management, all either individually or collectively as may be required by the Chairman of the Committee.

The independent auditors will have direct access to the Committee at their own initiative.

The Chairman of the Committee will report periodically the Committee’s findings and recommendations to the Board of Directors.

D.	EMPLOYEES

As of December 31, 2023, we had 138 employees compared to 204 and 181 employees as of October 31, 2023 and 2022, respectively.

E.	SHARE OWNERSHIP

Shares of our common stock are owned by Canadian residents, U.S. residents and residents of other countries. The only class of our securities, which is outstanding as of the date of the filing of this Report, is common stock. All holders of shares of our common stock have the same voting rights with respect to their ownership of shares of our common stock.

The following table sets forth as of April 29, 2024, certain information with respect to the amount and nature of beneficial ownership of shares of our common stock held by (i) each person who is a director or an executive officer of ours; and (ii) all directors and executive officers of ours, as a group. Shares of our common stock subject to options, warrants, or convertible securities currently exercisable or convertible or exercisable or convertible within 60 days of the date of filing of this Report are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants, or convertible securities but are not deemed outstanding for computing the percentage of any other person.

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Name and Owner	Identity		^^
J. Obie Strickler	President, Chief Executive Officer and Director	34,194,416	^(2)^	16.42	%
Ryan Kee	Chief Financial Officer and Director	97,500	^(3)^	0.05	%
Adam August	Senior VP, Grown Rogue Unlimited LLC	5,256,451	^(4)^	2.52	%
Abhilash Patel	Officer/Director	754,971	^^	0.36	%
Stephen Gledhill	Director	44,386	^^	0.02	%
Sean Conacher	Director	485,000	^^	0.23	%
All officers and directors as a group (6 persons)		40,832,724	^^	19.61	%
(1)	Unless otherwise indicated, the persons named have sole ownership, voting and investment power with respect to their stock, subject to applicable laws relative to rights of spouses. Percentage ownership is based on 208,250,743 shares of common stock outstanding as of April 29, 2024.
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(2)	Mr. Strickler beneficially owns options to acquire 1,500,000 common shares at an exercise price of CAD$0.15 per common share, in which the options expire on January 10, 2027.
(3)	Mr. Kee owns options to acquire 1,000,000 common shares at an exercise price of CAD$0.15 per common share, in which 250,000 of these options expire on July 9, 2024, and the remaining 750,000 expire on January 10, 2027.
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(4)	Mr. August exercised his options to acquire 1,500,000 common shares at an exercise price of CAD$0.15 per common share, in which 750,000 of these options expire on July 9, 2024, and the remaining 750,000 expire on January 10, 2027. Mr. August acquired convertible debentures with a principal amount of $50,000 with a maturity date of December 2, 2025, and converted the principal amount to 336,775 common shares at a conversion price of CAD$0.20 per common share. Mr. August also exercised his warrants to acquire 167,912 common shares at an exercise price of CAD$0.25 per common share.

As of the date of the filing of this Report, to the knowledge of our management, there are no arrangements which, could at a subsequent date result in a change in control of us. As of such date, and except as disclosed herein, our management has no knowledge that we are owned or controlled directly or indirectly by another company or any foreign government.

F.	DISCLOSURE OF REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

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ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.	MAJOR SHAREHOLDERS
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There were 208,250,743 issued and outstanding shares of our common stock as of April 29, 2024. As of April 29, 2024, to the best of our knowledge, Mr. Strickler, Bengal Catalyst Fund, LP and Aaron Edelheit were the only persons who held directly or indirectly or exercised control or direction over, shares of our common stock carrying 5% or more of the voting rights attached to all issued and outstanding shares of the common stock except as stated under Item 6.E above or set out in the table below. The shares of our common stock, owned by our major shareholders have identical voting rights as those owned by our other shareholders.

Name	Amount and<br> Nature of<br>Beneficial <br> Ownership of<br>Common Stock		Note
J. Obie Strickler		34,194,416	1	16.42	%
Bengal Catalyst Fund, LP		24,365,000	2	11.70	%
Aaron Edelheit		26,258,303	3	12.61	%
(1)	Mr. Strickler owns options to acquire 1,500,000 shares of common stock. During the years ended October 31, 2022 and 2021, Mr. Strickler acquired 1,771,500 shares and 5,395,150 shares of common stock, respectively.
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(2)	During the years ended October 31, 2023 and 2022, Bengal Catalyst Fund, LP acquired 13,473,000 shares and 10,892,000 shares of common stock, respectively.
(3)	Mr. Edelheit holds his respective shares of common stock as the general partner of the following funds: Mindset Value Fund and Mindset Value Wellness Fund. During the year ended October 31, 2023, Mr. Edelheit acquired 16,893,553 shares of common stock. During calendar year 2024 and through the date of this Transition Report, Mr. Edelheit acquired 9,364,750 shares of common stock.

Based on a review of the information provided to us by our transfer agent, as of April 29, 2024, there were 1,170 registered holders of record of our common shares, of which 79, holding approximately 13% of our common shares, had a registered addresses in the United States. These numbers are not representative of the number of beneficial holders of our common shares nor are they representative of where such beneficial holders reside, since many of these common shares were held of record by brokers or other nominees (including The Canadian Depository for Securities), which held approximately 66% of our outstanding common shares as of such date.

We are not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person. There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of us.

B.	RELATED PARTY TRANSACTIONS

Except as disclosed below, there are no existing or potential material conflicts of interest between the Company or a subsidiary of the Company and a director or officer of the Company or a subsidiary of the Company.

Property and Equipment Leases

J. Obie Strickler, CEO, owns the Trails End Property that is one of the facility properties leased to GRUP. Beginning with the 2019 outdoor harvest and through December 31, 2021, 2.5% of gross sales achieved from this property were payable in cash to Mr. Strickler. During the transition period ended December 31, 2023, rent charged was $12,000 (years ended October 31, 2023, and 2022 - $72,000 and $72,000, respectively). The lease liability for Trails End at December 31, 2023, was $129,401 (October 31, 2023 - $139,014; October 31, 2022 - $193,312).

J. Obie Strickler, our CEO, beneficially owns the Lars Property which was leased to GR Gardens during the year ended October 31, 2021, and is located in Medford, Oregon with a term through June 30, 2026. Lease charges of $31,827 were incurred for the transition period ended December 31, 2023 (years ended October 31, 2023 - $190,035; October 31, 2022 - $184,500). The lease liability for Lars at December 31, 2023, was $470,134 (October 31, 2023 - $470,134; October 31, 2022 - $607,900).

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During the year ended October 31, 2021, Mr. Strickler leased two pieces of mobile equipment to the Company. During the year ended October 31, 2023, total aggregate payments of $9,971 were made (October 31, 2022 - $28,871). Both leases were fully paid as at October 31, 2023 and at the end of the transition period on December 31, 2023.

Through its subsidiary, Golden Harvests, the Company leased Morton, owned by David Pleitner, the Company’s Michigan General Manager (“GM”). Morton is located in Michigan, with a lease term through January 2026. Lease charges of $32,000 (years ended October 31, 2023 - $180,000; October 31, 2022 - $152,000) were incurred during the transition period ended December 31, 2023. The lease liability of Morton at December 31, 2023 was $350,668 (October 31, 2023 - $377,043; October 31, 2022 - $428,476).

Through its subsidiary, Golden Harvests, the Company also leased Morton Annex located in Michigan, which is owned by David Pleitner, the Company’s GM. The lease term was extended during the transition period ended December 31, 2023, through November 2024. Lease charges of $330,000 (years ended October 31, 2023 - $740,000’ October 31, 2022 - $330,000) were incurred during the transition period ended December 31, 2023. The lease liability of Morton Annex at December 31, 2023, was $239,871 (October 31, 2023 - $29,774; October 31, 2022 - $211,991).

Financing Transactions

On February 5, 2021, the Company completed the February 2021 Private Placement 2^nd^ Tranche, comprised of 8,200,000 units (the “Units”) at CAD$0.16 per Unit for proceeds of CAD$1,312,000 (U.S.$1,025,000). Each Unit was comprised of one common share and one warrant to purchase one common share. Each warrant has an exercise price of CAD$0.20 and a term of two years. Related party subscribers include the following: J. Obie Strickler, our CEO, subscribed to 1,600,000 Units; Ryan Kee, CFO of GR Unlimited, subscribed to 2,000,000 Units; a key Company operations manager subscribed to 1,000,000 Units; and PBIC subscribed to 2,000,000 Units.

On March 5, 2021, PBIC invested an aggregate total of $394,546 in the March 5, 2021, Special Warrant offering, for which PBIC received 2,444,444 common shares and 2,444,444 warrants to purchase common shares. Each warrant is exercisable at CAD$0.30 for a period of two years.

On December 9, 2021, the Company announced that it had closed the December 2021 Private Placement for total gross proceeds of $1,300,000 (CAD$1,645,800). The Private Placement resulted in the issuance of 13,166,400 common shares of Grown Rogue at a purchase price of CAD$0.125 per share. All common shares issued pursuant to the Private Placement were subject to a hold period of four months and one day. J. Obie Strickler, our CEO, invested USD$300,000 in the Private Placement and received 3,038,400 common shares of the Company, and Bengal Catalyst Fund, LP, invested USD$1,000,000 and received 10,128,000 common shares of the Company.

On December 5, 2022, the Company announced that it had closed the December Convertible Debentures with an aggregate principal amount of $2,000,000. They bear interest at 9% per year, paid quarterly, and mature thirty-six months from the date of issue. The December Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.20 CAD per common share. Additionally, on closing, the Company issued to the purchasers of the December Convertible Debentures, an aggregate of 6,716,499 December Warrants, that represent 50% coverage of each debenture investment. The Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of CAD$0.25 per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the CSE is CAD$0.40 or higher for a period of ten consecutive trading days. Adam August, the Senior VP of GR Unlimited, purchased December Convertible Debentures with a principal balance of $50,000 and was issued 167,912 December Warrants.

The following transactions with individuals related to the Company which arose in the normal course of business have been accounted for at the amount agreed to by the related parties.

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Compensation of Key Management Personnel

The remuneration of directors and other members of key management personnel during the periods set out were as follows:

	December 31,<br>2023		October 31,<br><br> <br>2023		October 31,<br>2022
Short term employee benefits	$	240,105	$	880,195	$	1,118,694
Equity-based compensation		32,894		161,422		33,125
	$	272,999	$	1,041,617	$	1,151,819

The following balances owing to key management personnel which are included in trade and other payables are unsecured, non-interest bearing and due on demand:

	December 31,<br> 2023		October 31,<br>2023		October 31,<br>2022
Short term employee benefits and reimbursables payable to key managers	$	65,160	$	102,798	$	136,588
Lease liabilities		1,165,648		1,015,965		1,451,112
Total	$	1,230,808	$	1,118,763	$	1,587,700

During the transition period ended December 31, 2023, the Company incurred compensation expense of $24,039 (years ended October 31, 2023 - $98,846; October 31, 2022 - $60,000), for employment services from the spouse of the CEO (“Ms. Strickler”).

During the transition period ended December 31, 2023, no options were granted to key management personnel. During the year ended October 31, 2023, 1,500,000 options were granted to J. Obie Strickler, our CEO; 750,000 options were granted to Ryan Kee, our CFO; 750,000 options were granted to Adam August, the Senior VP; and 175,000 options to David Pleitner, the GM. During the year ended October 31, 2022, no options to purchase common shares were granted to key management personnel.

During the year ended October 31, 2023, 1,250,000 options were granted to three members of the Board of Directors.

During the year ended October 31, 2023, the SVP purchased December 2022 Convertible Debentures with a principal balance of $50,000 and was issued 167,912 December Warrants.

During the year ended October 31, 2023, the Company issued 200,000 shares to the GM, which represented a portion of consideration for the acquisition of Golden Harvests.

Compensation to Board of Directors during the transition period ended December 31, 2023, was $3,000 (years ended October 31, 2023 - $18,000; October 31, 2022 – fees of $18,000 and issuance of 273,750 common shares with a fair value of $20,562).

C.	INTERESTS OF EXPERTS AND COUNSEL

Not Applicable.

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ITEM 8	FINANCIAL INFORMATION
A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
---	---

The Company’s Audited Consolidated Financial Statements for the transition period ended December 31, 2023, and the fiscal years ended October 31, 2023, 2022, and 2021, and the notes thereto required as part of this Transition Report are filed under Item 18 of this Report.

Litigation

There are no pending legal proceedings to which we or our subsidiaries are a party or of which any of our property or assets is the subject. There are no legal proceedings to which any of the directors, officers or affiliates or any associate of any such directors, officers or affiliates of either our company or our subsidiary is a party or has a material interest adverse to us.

Dividends

We have not paid any dividends on our common stock during the past five years. We do not intend to pay dividends on shares of our common stock in the foreseeable future as we anticipate that our cash resources will be used to finance growth.

B.	SIGNIFICANT CHANGES

There have been no significant changes that have occurred since the date of our financial statements included with this Transition Report except as disclosed in this Transition Report.

ITEM 9	THE OFFER AND LISTING

Common Shares

Our authorized capital consists of an unlimited number of shares of our common stock without par value, of which 182,005,886 were issued and outstanding as of December 31, 2023. All shares are initially issued in registered form. There are no restrictions on the transferability of shares of our common stock imposed by our Articles of Amalgamation. Holders of shares of our common stock are entitled to one vote for each common share held of record on all matters to be acted upon by our shareholders. Holders of shares of our common stock are entitled to receive such dividends as may be declared from time to time by our Board of Directors, in their discretion. In addition, we are authorized to issue an unlimited number of preferred shares, issuable in series with such rights, preferences and privileges as may be determined from time to time by our Board of Directors and consistent with our Articles of Amendment of which Nil preferred shares were issued and outstanding at December 31, 2023.

Shares of our common stock entitle their holders to: (i) vote at all meetings of our shareholders except meetings at which only holders of specified classes of shares are entitled to vote, having one vote per common share, (ii) receive dividends at the discretion of our Board of Directors; and (iii) receive our remaining property on liquidation, dissolution or winding up.

A.	OFFER AND LISTING DETAILS

Our common stock is quoted for trading on the OTC Markets under the symbol “GRUSF” and listed on the CSE, under the symbol “GRIN”. During the past three years, there have been two suspensions of trading for failure to timely file financial reports: trading of our common stock ceased over the OTC Markets in March 2020 and the CSE ceased trading of our common stock in March 2020, both associated with the same filing delay. On March 24, 2020, the Company rectified the default situation that gave rise to the suspension of trading, and trading on the CSE and OTC Markets resumed. The SEC amendments to Rule 15c2-11 went into effect September 28, 2021, and on that date, quotations on the OTC Markets were no longer publishable due to lack of current information about the Company. Quotations on the OTC Markets resumed after the filing of delinquent disclosures.

There is currently only a limited public market for the common stock in the United States. There can be no assurance that a more active market will develop in the future.

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B.	PLAN OF DISTRIBUTION

Not Applicable.

C.	MARKETS

See Item 9.A.

D.	SELLING SHAREHOLDERS

Not Applicable.

E.	DILUTION

Not Applicable.

F.	EXPENSES OF THE ISSUE

Not Applicable.

ITEM 10	ADDITIONAL INFORMATION
A.	SHARE CAPITAL
---	---

Not applicable.

B.	MEMORANDUM AND ARTICLES OF ASSOCIATION

Certificate of Incorporation

We were incorporated under the Business Corporations Act (Ontario) on September 22, 1978 under the name Bonanza Red Lake Explorations Inc. The corporation number as assigned by Ontario is 396323.

Articles of Amendment dated January 14, 1985

By Articles of Amendment dated January 14, 1985, our Certificate of Incorporation (as amended, the “Articles”) was amended as follows:

1.	The minimum number of directors of the Company shall be 3 and the maximum number of directors of the Company shall be 10.
2.	(a)	Delete the existing objects clauses and provide that there are no restrictions on the business we may carry on or on the powers that we may exercise;
---	---	---
(b)	Delete the term “head office” where it appears in the Articles and substitute therefor the term “registered office”;
---	---
(c)	Delete the existing special provisions contained in the Articles and substitute therefor the following:
---	---

The following special provisions shall be applicable to the Company:

Subject to the provisions of the Business Corporations Act, as amended or re-enacted from time to time, the directors may, without authorization of the shareholders:

(i)	borrow money on the credit of the Company;

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(ii)	issue, re-issue, sell or pledge debt obligations of the Company;
(iii)	give a guarantee on behalf of the Company to secure performance of an obligation of any person;
---	---
(iv)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Company owned or subsequently acquired, to secure any obligation of the Company; and
---	---
(v)	by resolution, delegate any or all such powers to a director, a committee of directors or an officer of the Company.
---	---
3.	(a)	Provide that the Company is authorized to issue an unlimited number of shares;
---	---	---
(b)	Provide that the Company is authorized to issue an unlimited number of preference shares.
---	---

Articles of Amendment dated August 16, 2000

By Articles of Amendment dated August 16, 2000, our Articles were amended to consolidate our issued and outstanding shares of our common stock on the basis on one common share for every three issued and outstanding shares of our common stock, and change our name from Bonanza Red Lake Explorations Inc. to Eugenic Corp.

Our Articles of Amendment state that there are no restrictions on the business that may carry on, but do not contain a stated purpose or objective.

Articles of Amalgamation dated November 30, 2009

By Articles of Amalgamation dated November 30, 2009, we amalgamated with our wholly owned subsidiary Eagleford Energy Inc. (formerly: 1406768 Ontario Inc.), and changed the entity’s name to Eagleford Energy Inc.

Our Articles of Amalgamation state that there are no restrictions on the business that may carry on or on the powers the Company may exercise.

We are authorized to issue an unlimited number of shares of our common stock and an unlimited number of preference shares of which Nil were outstanding as of the date of this Report (the “Preference Shares”).

A description of the rights, preferences and privileges relating to the Company’s Preference Shares is as follows:

(a)	Our Preference Shares have a par value of one-tenth of one cent (1/10) and are redeemable, voting, non-participating shares.
(b)	No dividends at any time shall be declared, set aside or paid on our Preference Shares.
---	---
(c)	In the event of a liquidation, dissolution or winding of the Company or other distribution of assets or property of the Company among shareholders for the purpose of winding up its affairs, the holders of the Preference Shares shall be entitled to receive from the assets and property of the Company a sum equivalent to the aggregate par value of the Preference Shares held by them respectively before any amount shall be paid or any property or assets of the Company distributed to holders of any shares of our common stock or shares of any other class ranking junior to the Preference Shares. After payment to the holders of the Preference Shares of the amount so payable to them as above provided, they shall not be entitled to share in any further distribution of the assets or property of the Company.
---	---
(d)	The Company may not redeem the Preference Shares prior to the expiration of five years from the respective dates of issuance thereof, without the prior consent of the holders of the Preference Shares to be redeemed. The Company shall redeem all of the then outstanding Preference Shares five years from the respective dates of issue.
---	---

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(e)	The Company may at any time or times purchase for cancellation all or any part of the Preference Shares outstanding from time to time from the holders thereof, at a price not exceeding the par value thereof, with the consent of the holders thereof.
(f)	The holders of the Preference Shares shall be entitled to receive notice of and attend all meetings of shareholders of the Company and shall have one (1) vote for each Preference Share held at all meetings of the shareholders of the Company.
---	---

Other Provisions

The following special provisions shall be applicable to the Company:

Subject to the provisions of the Business Corporations Act, as amended or re-enacted from time to time, the directors may, without authorization of the shareholders:

(i)	borrow money on the credit of the Company;
(ii)	issue, re-issue, sell or pledge debt obligations of the Company;
---	---
(iii)	give a guarantee on behalf of the Company to secure performance of an obligation of any person;
---	---
(iv)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Company owned or subsequently acquired, to secure any obligation of the Company; and
---	---
(v)	by resolution, delegate any or all such powers to a director, a committee of directors or an officer of the Company.
---	---

Articles of Amendment dated effective March 16, 2012

By Articles of Amendment dated effective March 16, 2012, our Articles were amended:

a)	To change each issued and outstanding common share in the capital of the Company into two (2) common share of the Company (the “Stock Split”) effective as of the close of business on March 16, 2012; and
b)	To provide that no fractional shares shall be issued as a result of the Stock Split, and if any fractional share would otherwise result from the Stock Split, such fractional share shall be rounded up to the nearest whole share and distributed to the holder of the fractional interest as his or her interest appears.
---	---

Articles of Amendment dated effective November 1, 2018

Effective November 1, 2018, we changed our name from Novicius Corp. to Grown Rogue International Inc.

Bylaws

At the Annual and Special Meeting of Shareholders held on February 24, 2012, shareholders approved a resolution to repeal and replace the Company’s By-Law No. 1 and Special By-Law No. 1 (the “Old By-Laws”) with a new By-Law No. 1 (the “Bylaws”) in order to reflect the current circumstances and practices of the Company and certain amendments to the Business Corporations Act (Ontario) (the “OBCA”), which came into force on August 1, 2007.

No director of ours is permitted to vote on any resolution to approve a material contract or transaction in which such director has a material interest (Bylaws, Article 3.17).

Neither our Articles nor our Bylaws limit the directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body. The Bylaws provide that directors shall receive remuneration as the Board of Directors shall determine from time to time (Bylaws, Article 3.19).

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Under our Articles and Bylaws, our Board of Directors may, without the authorization of our shareholders, (i) borrow money upon our credit; (ii) issue, reissue, sell or pledge debt obligations of ours; whether secured or unsecured (iii) give a guarantee on behalf of us to secure performance of obligations; and (iv) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all currently owned or subsequently acquired real or personal, movable or immovable, tangible or intangible, property of ours to secure obligations(Bylaws, Article 13.1).

The annual meeting of shareholders shall be held at such time in each year as the Board, the Chairman of the Board (if any), the Chief Executive Officer, or the President may from time to time determine, for the purpose of considering the financial statements and reports required by the OBCA to be placed before the annual meeting, electing directors, appointing an auditor and for the transaction of such other business as may properly be brought before the meeting (Bylaws, Article 9.1).

The Board of Directors, the Chairman of the Board (if any) or the President shall have power to call a special meeting of shareholders at any time (Bylaws, Article 9.2).

Shareholders of record must be given notice of any meeting not less than 21 days or more than 50 days before the date of the meeting or as otherwise prescribed by applicable laws. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditors’ report, election of directors and reappointment of the incumbent auditor shall state or be accompanied by a statement of the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and the text of any special resolution or by-law to be submitted to the meeting (Bylaws, Article 9.4). Our Board of Directors is permitted to fix a record date for any meeting of the shareholders that is between 30 and 60 days prior to such meeting or as otherwise prescribed by applicable laws. (Bylaws, Article 9.6). The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Company and others who, although not entitled to vote are entitled or required under any provision of the OBCA or the Articles or the Bylaws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting (Bylaws, Article 9.9).

Neither our Articles nor our Bylaws discuss limitations on the rights to own securities or exercise voting rights thereon, and there is no provision of our Articles or Bylaws that would delay, defer or prevent a change in control of us, or that would operate only with respect to a merger, acquisition, or corporate restructuring involving us or any of its subsidiaries. Our Bylaws do not contain a provision indicating an ownership threshold above which shareholder ownership must be disclosed.

Articles of Amendment dated effective August 25, 2014

By Articles of Amendment dated effective August 25, 2014, our Articles were amended to change our name from Eagleford Energy Inc., to Eagleford Energy Corp., and

a)	To change every ten (10) issued and outstanding common share in the capital of the Company into one (1) common share of the Company (the “Stock Consolidation”) effective as of the close of business on August 25, 2014; and
b)	To provide that no fractional shares shall be issued as a result of the Stock Consolidation and if any fractional share would otherwise result from the Stock Split, such fractional share shall be rounded up to the nearest whole share and distributed to the holder of the fractional interest as his or her interest appears.
---	---

Articles of Amendment dated effective February 1, 2016

By Articles of Amendment dated effective February 1, 2016, our Articles were amended to change our name from Eagleford Energy Corp., to Intelligent Content Enterprises Inc., and

a)	To change every ten (10) issued and outstanding common share in the capital of the Company into one (1) common share of the Company (the “Stock Consolidation”) effective as of the close of business on February 1, 2016; and
b)	To provide that no fractional shares shall be issued as a result of the Stock Consolidation and if any fractional share would otherwise result from the Stock Split, such fractional share shall be rounded up to the nearest whole share and distributed to the holder of the fractional interest as his or her interest appears.
---	---

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Articles of Amendment dated effective February 29, 2016

By Articles of Amendment dated effective February 29, 2016, our Articles were amended to revise the attributes of the preferred shares.

The Company is authorized to issue an unlimited number of shares of our common stock and an unlimited number of preference shares, issuable in series with the following attributes:

Share Provisions

(a)	The shares of our common stock shall have attached thereto the following rights, privileges, restrictions and conditions:
1.	DIVIDENDS
---	---

Subject to the prior rights of the holders of the Preference Shares and to any other shares ranking senior to the shares of our common stock with respect to priority in the payment of dividends, the holders of shares of our common stock shall be entitled to receive dividends and the Company shall pay dividends thereon, as and when declared by the Board of Directors of the Company, out of moneys properly applicable to the payment of dividends, in such amount and in such form as the Board of Directors may from time to time determine and all dividends which the directors may declare on the shares of our common stock shall be declared and paid in equal amounts per share on all shares of our common stock at the time outstanding.

2.	DISSOLUTION

In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of the Preference Shares and to any other shares ranking senior to the shares of our common stock with respect to priority in the distribution of assets upon dissolution, liquidation or winding-up, the holders of the shares of our common stock shall be entitled to receive the remaining property and assets of the Company.

3.	VOTING RIGHTS

The holders of the shares of our common stock shall be entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one (1) vote for each Common Share held at all meetings of the shareholders of the Company, except for meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series.

(b)	The rights, privileges, restrictions and conditions attaching to the Preference Shares, as a class, are as follows:
1.	DIRECTORS’ AUTHORITY TO ISSUE ONE OR MORE SERIES
---	---

The Board of Directors of the Company may issue the Preference Shares at any time and from time to time in one or more series. Before the first shares of a particular series are issued, the Board of Directors of the Company shall fix the number of shares in such series and shall determine, subject to the limitations set out in the Articles, the designation, rights, privileges, restrictions and conditions to attach to the shares of such series which may include, without limiting the generality of the foregoing, the rate or rates, amount or method or methods of calculation of preferential dividends, whether cumulative or non-cumulative or partially cumulative, and whether such rate(s), amount or method(s) of calculation shall be subject to change or adjustment in the future, the currency or currencies of payment, the date or dates and place or places of payment thereof and the date or dates from which such preferential dividends shall accrue, the redemption price and terms and conditions of redemption (if any), the rights of retraction (if any), and the prices and other terms and conditions of any rights of retraction and whether any additional rights of retraction may be vested in such holders in the future, voting rights and conversion or exchange rights (if any), and any sinking fund, purchase fund or other provisions attaching thereto. Before the issue of the first shares of a series, the Board of Directors of the Company shall send to the Director (as defined in the Business Corporations Act) articles of amendment in the prescribed form containing a description of such series including the designation, rights, privileges, restrictions and conditions determined by the directors.

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2.	RANKING OF PREFERENCE SHARES

2.1 No rights, privileges, restrictions or conditions attaching to a series of Preference Shares shall confer upon a series a priority in respect of dividends or return of capital in the event of liquidation, dissolution or winding-up of the Company over any other series of Preference Shares. The Preference Shares of each series rank on a parity with the Preference Shares of every other series with respect to priority in the payment of dividends and the return of capital and the distribution of assets of the Company in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs.

2.2 The Preference Shares shall be entitled to priority over the shares of our common stock and over any other shares of any other class of the Company ranking junior to the Preference Shares with respect to priority in the payment of dividends and the return of capital and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs.

2.3 If any amount of cumulative dividends, whether or not declared, or declared non-cumulative dividends or amount payable on a return of capital in the event of the liquidation, dissolution or winding-up of the Company in respect of a series of Preference Shares is not paid in full, the Preference Shares of all series shall participate ratably in respect of all accumulated dividends, whether or not declared, and all declared non-cumulative dividends in accordance with the sums that would be payable on such shares if all such dividends were declared and paid in full, and in respect of amounts payable on return of capital in the event of the liquidation, dissolution or winding-up of the Company in accordance with the sums that would be payable on such repayment of capital if all sums so payable were paid in full; provided, however, that in the event of there being insufficient assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Preference Shares with respect to amounts payable on return of capital shall first be paid and satisfied and any assets remaining thereafter shall be applied towards the payment and satisfaction of claims in respect of dividends.

2.4 The Preference Shares of any series may also be given such other preferences not inconsistent with the provisions hereof over the shares of our common stock and over any other shares ranking junior to the Preference Shares as may be determined in the case of such series of Preference Shares.

3.	RESTRICTIONS ON DIVIDENDS AND REDEMPTIONS, ETC.

Except with the approval of all the holders of the Preference Shares, no dividends shall at any time be declared or paid or set apart for payment on the Company or any other shares of the Company ranking junior to the Preference Shares unless all dividends which have been declared by the Board of Directors up to and including the dividend payable for the last completed period for which such dividends have been declared by the Board of Directors on each series of Preference Shares then issued and outstanding shall have been paid or set apart for payment at the date of such declaration or payment or setting apart for payment on the Company or such other shares of the Company ranking junior to the Preference Shares; nor shall the Company call for redemption, redeem, purchase for cancellation, acquire for value or reduce or otherwise pay off any of the Preference Shares (less than the total amount then outstanding) or any Company or any other shares of the Company ranking junior to the Preference Shares unless and until all dividends up to and including the dividends payable for the last completed period for which such dividends have been declared by the Board of Directors on each series of Preference Shares then issued and outstanding shall have been paid or set apart for payment at the date of such call for redemption, purchase, acquisition, reduction or other payment.

4.	VOTING RIGHTS

Except as hereinafter referred to or as otherwise provided by law or in accordance with any voting rights which may from time to time be attached to any series of Preference Shares, the holders of the Preference Shares as a class shall not be entitled as such to receive notice of, to attend to vote at any meeting of the shareholders of the Company.

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5.	SPECIFIC MATTERS REQUIRING APPROVAL

5.1 The approval of the holders of the Preference Shares, given in the manner described in Section 6.1 below, shall be required for the creation of any new shares ranking prior to or on a parity with the Preference Shares, and if, but only so long as, any cumulative dividends are in arrears or any declared non-cumulative dividends are unpaid on any outstanding series of Preference Shares, for the issuance of any additional series of Preference Shares or of any shares ranking prior to or on a parity with the Preference Shares.

5.2 The provisions of Clauses 1 to 6 inclusive may be deleted, amended, modified or varied in whole or in part by a certificate of amendment issued by the Director appointed under the Business Corporations Act, but only with the prior approval of the holders of the Preference Shares given as hereinafter specified in addition to any other approval required by the Business Corporations Act or any other statutory provisions of like or similar effect, from time to time in force.

6.	APPROVAL OF THE HOLDERS OF THE PREFERENCE SHARES

The approval of the holders of the Preference Shares with respect to any and all matters hereinbefore referred to may be given by at least two thirds of the votes cast at a meeting of the holders of the Preference Shares duly called for that purpose and held upon at least 21 days’ notice at which the holders of a majority of the outstanding Preference Shares are present or represented by proxy. If at any such meeting the holders of a majority of the outstanding Preference Shares are not present or represented by proxy within one half-hour after the time appointed for such meeting, then the meeting shall be adjourned to such date being not less than 30 days later and to such time and place as may be appointed by the chairman and not less than 21 days’ notice shall be given of such adjourned meeting. At such adjourned meeting the holders of the Preference Shares present or represented by proxy may transact the business for which the meeting was originally called and a resolution passed thereat by not less than two-thirds of the votes cast at such adjourned meeting shall constitute the approval of the holders of the Preference Shares referred to above. The formalities to be observed with respect to the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed by the Business Corporations Act and the by-laws of the Company with respect to meetings of shareholders. On every poll taken at every such meeting or adjourned meeting every holder of Preference Shares shall be entitled to one (1) vote in respect of each Preference Share held.

Articles of Amendment dated effective May 26, 2017

By Articles of Amendment dated effective May 26, 2017, our Articles were amended to change our name from Intelligent Content Enterprises Inc., to Novicius Corp., and

a)	To change every ten (10) issued and outstanding common share in the capital of the Company into one (1) common share of the Company (the “Stock Consolidation”) effective as of the close of business on May 26, 2017; and
b)	To provide that no fractional shares shall be issued as a result of the Stock Consolidation and if any fractional share would otherwise result from the Stock Split, such fractional share shall be rounded up to the nearest whole share and distributed to the holder of the fractional interest as his or her interest appears.
---	---

Articles of Amendment dated effective November 1, 2018

By Articles of Amendment dated effective November 1, 2018, we changed our name to Grown Rogue International Inc.

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Other Provisions

Neither our Articles nor our Bylaws discuss the retirement or non-retirement of directors under an age limit requirement or the number of shares required for director qualification.

Neither our Articles nor our Bylaws require that a director hold a share in the capital of the Company as qualification for his/her office.

Neither our Articles nor our Bylaws contain sinking fund provisions, provisions allowing us to make further capital calls with respect to any shareholder of ours, or provisions which discriminate against any holders of securities as a result of such shareholder owning a substantial number of shares.

C.	MATERIAL CONTRACTS

During the two year period preceding the filing date of this Report, we entered into the following material contracts:

On February 5, 2021, the Company agreed to acquire substantially all of the assets of the growing and retail operations of HSCP for $3,000,000 of total agreed-upon consideration. The Company also executed the MSA with HSCP. The Company operated the growing facility under the MSA until the acquisition of the growing assets obtained regulatory approval. On April 14, 2022, the transaction closed with modifications to the original terms: the retail dispensary purchase was mutually terminated, and total consideration for the acquisition was reduced to $2,000,000. Upon closing, the Company had paid $750,000 towards the acquisition, and owed payments of $500,000 due on August 1, 2022, and U.S.$750,000 due on May 1, 2023.

On May 1, 2021, the Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of $1,007,719 comprised of 1,025,000 common shares of the Company with a fair value of $158,181 and cash payments of $849,536. Consideration remaining to be paid at the date of these financial statements included cash payments of $360,000. During the year ended October 31, 2023, 200,000 common shares issuable since May 1, 2021, with an aggregate fair value of $35,806, were issued. On December 1, 2021, the Company and the seller of the 60% controlling interest in Golden Harvests agreed to extend the due date of the cash portion of business acquisition consideration payable until December 31, 2024, in exchange for monthly payments at a rate of 18% per annum. The Company may pay all or part of the cash portion of the business acquisition consideration payable prior to December 31, 2024.

On April 14, 2022, the Company purchased indoor growing assets from HSCP (Note 6.1). Purchase consideration included a secured promissory note payable with a principal sum of $1,250,000, of which $500,000 was due on August 1, 2022 and $750,000 was due on May 1, 2023, before amendment of the agreement, which is described below. The collateral for the secured promissory note payable is comprised of the assets purchased.

On August 1, 2022, the terms of the secured promissory note between GR Distribution and HSCP, were amended (the “First Amendment”). As amended, the secured promissory note will be fully settled by two principal amounts of $500,000 (the “First Principal Payment”) and $750,000 due on May 1, 2023. Beginning on August 1, 2022, and continuing until repaid in full, the unpaid portion of the First Principal Amount will accrue simple interest at a rate per annum of 12.5%, payable monthly. In the event the Company raises capital, principal payments shall be made as follows. If the capital raise is less than or equal to $2 million, then 25% of the capital raise shall be paid against the First Principal Payment; if the capital raise is greater than $2 million and less than or equal to $3 million, then $250,000 shall be paid against the First Principal Payment; and if the capital raise is greater than $3 million, then $500,000 shall be paid against the First Principal Payment.

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On December 5, 2022, the Company announced the closing of a non-brokered private placement of the December Convertible Debentures with an aggregate principal amount of $2,000,000. The December Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 36 months from the date of issue. The December Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.20 per common share. Additionally, on closing, the Company issued to the purchasers of the December Convertible Debentures an aggregate of 6,716,499 Warrants, that represents 50% coverage of each Purchaser’s Convertible Debenture investment. The December Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of $0.25 CAD per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the CSE is CAD$0.40 or higher for a period of 10 consecutive trading days. The December Convertible Debentures and December Warrants issued pursuant to the private placement (and the underlying common shares) were subject to a statutory hold period of four months and one day from the closing date.

During the year ended October 31, 2023, purchasers of the December Convertible Debentures converted an aggregate total of convertible debenture principal of $1,040,662 and $133,977 at CAD$0.20 per share into 10,151,250 and 1,022,025 common shares respectively.

On May 1, 2023, the terms of the secured promissory note between GR Distribution and HSCP were amended for a second time (the “Second Amendment”). Under the Second Amendment, the secured promissory note will be fully settled in two principal amounts. On May 1, 2023, the $500,000 principal payment plus all accrued but unpaid interest under the First Amendment was due and payable. The remaining principal balance of $500,000 (the “Second Principal Amount”), which bears no interest, is due and payable as follows: $150,000 due and payable on August 1, 2023; $150,000 due and payable on November 1, 2023; and $200,000 due and payable on December 31, 2023. The Company paid $900,000 during the year ended October 31, 2023. During the transition period ended December 31, 2023, the Company paid $350,000 which fully settled the debt.

On July 13, 2023, the Company announced the closing of a non-brokered private placement of the July Convertible Debentures with an aggregate principal amount of $5,000,000. The July Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 48 months from the date of issue. The July Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.24 per common share, at any time on or prior to the maturity date. Additionally, on closing, the Company issued to the subscribers of the July Convertible Debentures an aggregate of 13,737,500 July Warrants, that represents one-half of one warrant for each CAD$0.24 of principal amount subscribed. The July Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of CAD$0.28 per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the CSE is CAD$0.40 or higher for a period of 10 consecutive trading days. The July Warrants’ expiry date will be accelerated to 90 days following notice of the acceleration.

On August 17, 2023, the Company announced that it had closed the second and final tranche of a non-brokered private placement of the August Convertible Debentures for gross proceeds of $1,000,000, for a total aggregate principal amount under both tranches of $6,000,000 with the July Convertible Debentures. Additionally, on closing, the Company issued to subscribers under the second tranche an aggregate of 2,816,250 common share purchase warrants. The terms of the August Convertible Debentures and August Warrants issued as part of this second tranche are the same as those issued in the July Convertible Debentures and July Warrants.

Agreements pertaining to various equity financing arrangements are described in Item 4(A) History and Development of the Company, and the details of equity and debt and debenture financing agreements through October 31, 2023, are described in the notes to the financial statements in Item 18 Financial Statements.

D.	EXCHANGE CONTROLS

There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, or affect the remittance of dividends, interest or other payments to a non-resident holder of shares of our common stock, other than withholding tax requirements (See “Taxation” below).

Except as provided in the Investment Canada Act, there are no limitations imposed under the laws of Canada, the Province of Ontario, or by our constituent documents on the right of a non-resident to hold or vote shares of our common stock.

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The Investment Canada Act (the “ICA”), which became effective on June 30, 1985, regulates the acquisition by non-Canadians of control of a Canadian business enterprise. In effect, the ICA requires review by Investment Canada, the agency which administers the ICA, and approval by the Canadian government, in the case of an acquisition of control of a Canadian business by a non-Canadian where: (i) in the case of a direct acquisition (for example, through a share purchase or asset purchase), the assets of the business are CAD $5 million or more in value; or (ii) in the case of an indirect acquisition (for example, the acquisition of the foreign parent of the Canadian business) where the Canadian business has assets of CAD $5 million or more in value or if the Canadian business represents more than 50% of the assets of the original group and the Canadian business has assets of CAD $5 million or more in value. Review and approval are also required for the acquisition or establishment of a new business in areas concerning “Canada’s cultural heritage or national identity” such as book publishing, film production and distribution, television and radio production and distribution of music, and the oil and natural gas industry, regardless of the size of the investment.

As applied to an investment in us, three methods of acquiring control of a Canadian business would be regulated by the ICA: (i) the acquisition of all or substantially all of the assets used in carrying on the Canadian business; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on the Canadian business; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on a Canadian business. An acquisition of a majority of the voting interests of an entity, including a corporation, is deemed to be an acquisition of control under the ICA. An acquisition of less than one-third of the voting shares of a corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an acquisition of control unless it can be established that on the acquisition the corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.

In 1988, the ICA was amended, pursuant to the Free Trade Agreement dated January 2, 1988 between Canada and the United States, to relax the restrictions of the ICA. As a result of these amendments, except where the Canadian business is in the cultural, oil and gas, uranium, financial services or transportation sectors, the threshold for direct acquisition of control by U.S. investors and other foreign investors acquiring control of a Canadian business from US investors has been raised from CAD $5 million to CAD $150 million of gross assets, and indirect acquisitions are not reviewable.

In addition to the foregoing, the ICA requires that all other acquisitions of control of Canadian businesses by non-Canadians are subject to formal notification to the Canadian government. These provisions require a foreign investor to give notice in the required form, which notices are for information, as opposed to review, purposes.

E.	TAXATION

Certain Canadian Federal Income Tax Consequences

The following discussion describes the principal Canadian federal income tax consequences applicable to a holder of shares of our common stock which are quoted on the OTC Markets, who, at all material times, is a resident of the United States for purposes of the Canada-United States Income Tax Convention (the “Treaty”) entitled to the full benefit of the Treaty and is not a resident, or deemed to be a resident, of Canada, deals at arm’s length and is not affiliated with the Company, did not acquire shares of our common stock by virtue of employment, is not a financial institution, specified financial institution, registered non-resident insurer, authorized foreign bank, partnership or a trust as defined in the ITA, holds shares of our common stock as capital property and as beneficial owner, and does not use or hold, is not deemed to use or hold, his or her Company in connection with carrying on a business in Canada and, did not, does not and will not have a fixed base or permanent establishment in Canada within the meaning of the Treaty (a “non-resident holder”).

This description is based upon the current provisions of the ITA, the regulations thereunder (the “Regulations”), management’s understanding of the current publicly announced administration and assessing policies of Canada Revenue Agency, and all specific proposals (the “Tax Proposals”) to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action, nor does it take into account any income tax laws or considerations of any province or territory of Canada or foreign tax considerations which may differ significantly from those discussed below.

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The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of Company of the Company, and no opinion or representation with respect to the Canadian Federal Income Tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of Company are urged to consult with their own tax advisors about the federal, provincial and foreign tax consequences of purchasing, owning and disposing of Company.

Dividends

Dividends paid on shares of our common stock to a non-resident holder will be subject to a 25% withholding tax pursuant to the provision of the ITA. The Treaty provides that the normal 25% withholding tax rate is generally reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to beneficial owners who are residents of the United States. However, if the beneficial owner is a resident of the United States and is a corporation which owns at least 10% of the voting stock of the Company, the withholding tax rate on dividends is reduced to 5%.

Capital Gains

A non-resident of Canada is subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a corporation if the shares are considered to be “taxable Canadian property” of the holder within the meaning of the ITA and no relief is afforded under an applicable tax treaty. For purposes of the ITA, a common share of the Company will be taxable Canadian property to a non-resident holder if more than 50% of the fair market value of the common share during the 60 month period immediately preceding the disposition of the common share, was derived directly or indirectly from real or immovable property situated in Canada, Canadian resource properties or any options or interests in such properties.

In the case of a non-resident holder to whom shares of our common stock represent taxable Canadian property and who is a resident in the United States and not a former resident of Canada, no Canadian taxes will be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada within the meaning of the Treaty at the time of the disposition.

Certain United States Federal Income Tax Consequences

The following is a general discussion of certain possible U.S. federal income tax consequences, under current law, generally applicable to a U.S. Holder (as defined below) of shares our common stock. This discussion does not address all potentially relevant U.S. federal income tax matters and does not address consequences peculiar to persons subject to special provisions of U.S. federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences (See “Certain Canadian Federal Income Tax Consequences” above).

The following discussion is based upon the sections of the IRC, Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of shares of our common stock, and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of shares of our common stock are urged to consult their own tax advisors about the Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of shares of our common stock.

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U.S. Holders

As used herein, a “U.S. Holder” means a holder of shares of our common stock who is a citizen or individual resident (as defined under United States tax laws) of the United States; a corporation created or organized in or under the laws of the United States or of any political subdivision thereof; an estate the income of which is taxable in the United States irrespective of source; or a trust if (a) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more United States persons have the authority to control all of its substantial decisions or (b) the trust was in existence on August 20, 1996 and has properly elected to continue to be treated as a United States person. This summary does not address the United States tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, including but not limited to tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, persons who hold shares of our common stock as part of a straddle, hedging or a conversion transaction, and persons who acquire their shares of our common stock as compensation for services. This discussion is limited to U.S. Holders who own shares of our common stock as capital assets and who hold the shares of our common stock directly (e.g., not through an intermediary entity such as a corporation, partnership, limited liability company, or trust). This discussion does not address the consequences to a person or entity of the ownership, exercise or disposition of any options, warrants or other rights to acquire shares of our common stock.

Distributions on shares of our Common Stock

Subject to the discussion below regarding passive foreign investment companies (“PFICs”), the gross amount of any distribution (including non-cash property) by us (including any Canadian taxes withheld therefrom) with respect to shares of our common stock generally should be included in the gross income of a U.S. Holder as foreign source dividend income to the extent such distribution is paid out of current or accumulated earnings and profits of ours, as determined under United States Federal income tax principles. Distributions received by non-corporate U.S. Holders may be subject to United States Federal income tax at lower rates than other types of ordinary income (generally 15%) in taxable years beginning on or before December 31, 2010 if certain conditions are met. These conditions include the Company not being classified as a PFIC, it being a “qualified foreign corporation,” the U.S. Holder’s satisfaction of a holding period requirement, and the U.S. Holder not treating the distribution as “investment income” for purposes of the investment interest deduction rules. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution first will be treated as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in shares of our common stock and to the extent that such distribution exceeds the Holder’s adjusted tax basis in shares of our common stock, will be taxed as capital gain. In the case of U.S. Holders that are corporations, such dividends generally will not be eligible for the dividends received deduction.

If a U.S. Holder receives a dividend in Canadian dollars, the amount of the dividend for United States federal income tax purposes will be the U.S. dollar value of the dividend (determined at the spot rate on the date of such payment) regardless of whether the payment is later converted into U.S. dollars. In such case, the U.S. Holder may recognize additional ordinary income or loss as a result of currency fluctuations between the date on which the dividend is paid and the date the dividend amount is converted into U.S. dollars.

Disposition of Shares of our Common Stock

Subject to the discussion below regarding PFIC’s, gain or loss, if any, realized by a U.S. Holder on the sale or other disposition of shares of our common stock (including, without limitation, a complete redemption of shares of our common stock) generally will be subject to United States Federal income taxation as capital gain or loss in an amount equal to the difference between the U.S. Holder’s adjusted tax basis in shares of our common stock and the amount realized on the disposition. Net capital gain (i.e., capital gain in excess of capital loss) recognized by a non-corporate U.S. Holder (including an individual) upon a sale or other disposition of shares of our common stock that have been held for more than one year will generally be subject to a maximum United States federal income tax rate of 15% subject to the PFIC rules below. Deductions for capital losses are subject to certain limitations. If the U.S. Holder receives Canadian dollars on the sale or disposition, it will have a tax basis in such dollars equal to the U.S. dollar value. Generally, any gain or loss realized on a subsequent disposition of the Canadian dollars will be U.S. source ordinary income or loss.

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U.S. “Anti-Deferral” Rules

Passive Foreign Investment Company (“PFIC”) Regime. If we, or a non-U.S. entity directly or indirectly owned by us (“Related Entity”), has 75% or more of its gross income as “passive” income, or if the average value during a taxable year of ours or the Related Entity’s “passive assets” (generally, assets that generate passive income) is 50% or more of the average value of all assets held by us or the Related Entity, then the United States PFIC rules may apply to U.S. Holders. If we or a Related Entity is classified as a PFIC, a U.S. Holder will be subject to increased tax liability in respect of gain recognized on the sale of his, her or its shares of our common stock or upon the receipt of certain distributions, unless such person makes a “qualified electing fund” election to be taxed currently on its pro rata portion of our income and gain, whether or not such income or gain is distributed in the form of dividends or otherwise, and we provide certain annual statements which include the information necessary to determine inclusions and assure compliance with the PFIC rules. As another alternative to the foregoing rules, a U.S. Holder may make a mark-to-market election to include in income each year as ordinary income an amount equal to the increase in value of its shares of our common stock for that year or to claim a deduction for any decrease in value (but only to the extent of previous mark-to-market gains). We or a related entity can give no assurance as to its status as a PFIC for the current or any future year. U.S. Holders should consult their own tax advisors with respect to the PFIC issue and its applicability to their particular tax situation.

Controlled Foreign Corporation Regime (“CFC”). If a U.S. Holder (or person defined as a U.S. person under Section 7701(a) of the IRC) owns 10% or more of the total combined voting power of all classes of our stock (a “U.S. Shareholder”) and U.S. Shareholders own more than 50% of the vote or value of our Company, we would be a “controlled foreign corporation”. This classification would result in many complex consequences, including the required inclusion into income by such U. S. Shareholders of their pro rata shares of “Subpart F income” of our Company (as defined by the Internal Revenue Code) and our earnings invested in “U.S. property” (as defined by the Internal Revenue Code). In addition, under Section 1248 of the Code, gain from the sale or exchange of shares of our common stock by a US person who is or was a U. S. Shareholder at any time during the five year period before the sale or exchange may be treated as ordinary income to the extent of earnings and profits of ours attributable to the stock sold or exchanged. It is not clear the CFC regime would apply to the U.S. Holders of shares of our common stock, and is outside the scope of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to us may be entitled to either a deduction or a tax credit for such foreign tax paid or withheld, at the option of the U.S. Holder. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income tax on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year.

There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to its worldwide taxable income. This limitation is designed to prevent foreign tax credits from offsetting United States source income. In determining this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.

In addition, this limitation is calculated separately with respect to specific “baskets” of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. Foreign taxes assigned to a particular class of income generally cannot offset United States tax on income assigned to another class. Under the American Jobs Creation Act of 2004 (the “Act”), this basket limitation will be modified significantly after 2006.

Unused foreign tax credits can generally be carried back one year and carried forward ten years. U.S. Holders should consult their own tax advisors concerning the ability to utilize foreign tax credits, especially in light of the changes made by the Act.

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Backup Withholding

Payment of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting requirement and to backup withholding unless the U.S. Holder (i) is a corporation or other exempt recipient or (ii) in the case of backup withholding, provides a correct taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred.

The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the US Federal income tax liability of the U.S. Holder and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.

F.	DIVIDENDS AND PAYING AGENTS

Not applicable.

G.	STATEMENT BY EXPERTS

Not applicable.

H.	DOCUMENTS ON DISPLAY

The documents and exhibits referred to in this Report are available for inspection at the registered and management office at 340 Richmond Street West, Toronto, Ontario, M5V 1X2 during normal business hours.

I.	SUBSIDIARY INFORMATION

Not applicable.

ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, we are not required to provide the information required under this Item.

ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.	DEBT SECURITIES
---	---

Not applicable.

B.	WARRANTS AND RIGHTS

Not applicable.

C.	OTHER SECURITIES

Not applicable.

D.	AMERICAN DEPOSITORY SHARES

Not applicable.

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PART II

ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer, J. Obie Strickler, and Chief Financial Officer, Ryan Kee, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our reports filed with the SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, management concluded that, as of December 31, 2023, our internal controls over financial reporting were effective.

Our independent auditor was not engaged to express an opinion on the effectiveness of our internal control over financial reporting. Had an independent auditor been engaged to do so, additional control deficiencies may have been identified.

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Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the transition period ending December 31, 2023, and the year ended October 31, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 16	[RESERVED]
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT
---	---

Our Board of Directors has determined that Mr. Stephen Gledhill is an “audit committee financial expert”, as defined in Item 16A of Form 20-F, and is “independent,” as that term is defined in Rule 5605(a)(2) of the NASDAQ Global Market. Stephen Gledhill is the Chairman of the Audit Committee. Please see Item 6.A – Directors and Senior Management for Mr. Gledhill’s biographical information.

ITEM 16B.	CODE OF ETHICS

We have adopted a written Code of Business Conduct and Ethics (the “Code”) for our directors, officers and employees. The board encourages following the Code by making it widely available. It is distributed to directors in the Director’s Manual and to officers, employees and consultants at the commencement of their employment or consultancy. The Code reminds those engaged in service to us that they are required to report perceived or actual violations of the law, violations of our policies, dangers to health, safety and the environment, risks to our property, and accounting or auditing irregularities to the chair of the Audit Committee. In addition, to requiring directors, officers and employees to abide by the Code, we encourage consultants, service providers and all parties who engage in business with us to contact the chair of the Audit Committee regarding any perceived and all actual breaches by our directors, officers and employees of the Code. The chair of our Audit Committee is responsible for investigating complaints, presenting complaints to the applicable board committee or the board as a whole, and developing a plan for promptly and fairly resolving complaints. Upon conclusion of the investigation and resolution of a complaint, the chair of our Audit Committee will advise the complainant of the corrective action measures that have been taken or advise the complainant that the complaint has not been substantiated. The Code prohibits retaliation by us, our directors and management, against complainants who raise concerns in good faith and requires us to maintain the confidentiality of complainants to the greatest extent practical. Complainants may also submit their concerns anonymously in writing. In addition to the Code, we have an Audit Committee Charter and a Policy of Procedures for Disclosure Concerning Financial/Accounting Irregularities.

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Since the beginning of our most recently completed financial year, no material change reports have been filed that pertain to any conduct of a director or executive officer that constitutes a departure from the Code. The Board of Directors encourages and promotes a culture of ethical business conduct by appointing directors who demonstrate integrity and high ethical standards in their business dealings and personal affairs. Directors are required to abide by the Code and expected to make responsible and ethical decisions in discharging their duties, thereby setting an example of the standard to which management and employees should adhere. The board is required by the Board Mandate to satisfy our CEO and other executive officers are acting with integrity and fostering a culture of integrity throughout the Company. The board is responsible for reviewing departures from the Code, reviewing and either providing or denying waivers from the Code, and disclosing any waivers that are granted in accordance with applicable law. In addition, the board is responsible for responding to potential conflict of interest situations, particularly with respect to considering existing or proposed transactions and agreements in respect of which directors or executive officers advise they have a material interest. The Board of Directors’ mandate requires that directors and executive officers disclose any interest and the extent, no matter how small, of their interest in any transaction or agreement with us, and that directors excuse themselves from both board deliberations and voting in respect of transactions in which they have an interest. By taking these steps the board strives to ensure that directors exercise independent judgment, unclouded by the relationships of the directors and executive officers to each other and us, in considering transactions and agreements in respect of which directors and executive officers have an interest. Our Code applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions of the Company. There have been no waivers of our Code granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or similar persons during the period covered by this Report.

Upon written request to us at our registered and management office, attention: President, we will provide by mail, to any person without charge a copy of our Code.

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

It is the policy of the Audit Committee that all audit and non-audit services are pre-approved prior to engagement. Before the initiation of each audit, the principal accountant submits a budget of the expected range of expenditures to complete their audit engagement (including Audit Fees, Audit-Related Fees and Tax Fees) to the Audit Committee for approval. In the event that the principal accountant exceeds these parameters, the individual auditor is expected to communicate to management the reasons for the variances, so that such variances can be ratified by the Audit Committee. As a result, 100% of expenditures within the scope of the noted budget are approved by the Audit Committee.

During fiscal 2023 and 2022, there were no hours performed by any person other than the primary accountant’s fulltime permanent employees.

Since the commencement of the Company’s most recently completed financial year, no recommendations were made by the Audit Committee to nominate or compensate an external auditor.

External Auditor Service Fees (By Category)

The aggregate fees billed or accrued for professional fees rendered by Turner, Stone & Company, L.L.P. for two transition period ended December 31, 2023 and years ended October 31, 2023 and 2022 are as follows:

Nature of Services	Fees Paid toAuditor for<br>two months ended<br><br> <br>December 31,2023		Fees Paid toAuditor foryear ended<br><br> <br>October 31,<br><br> <br>2023		Fees Paid toAuditor foryear ended<br><br> <br>October 31,<br><br> <br>2022
Audit Fees^(1)^	$	25,000	$	75,000	$	75,000
Audit-Related Fees^(2)^		Nil		Nil		Nil
Tax Fees^(3)^		Nil		Nil		Nil
All Other Fees^(4)^		Nil		Nil		Nil
TOTALS	$	25,000	$	75,000	$	75,000

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Notes:

1.	“Audit Fees” include fees necessary to perform the annual audit and any quarterly reviews of the Company’s financial statements management discussion and analysis. This includes fees for the review of tax provisions and for accounting consultations on matters reflected in the financial statements. This also includes audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
2.	“Audit-Related Fees” include fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are not included in “Audit Fees”.
3.	“Tax Fees” include fees for all professional services rendered by the Company’s auditors for tax compliance, tax advice and tax planning.
4.	“All Other Fees” include all fees for products and services provided by the Company’s auditors not included in “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
---	---

Not applicable.

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Appointment of DMCL LLP

Effective November 14, 2019, directors of the Company approved the appointment of DMCL LLP (“DMCL”), as successor auditors for the year ended October 31, 2019.

During the two fiscal years ended October 31, 2018 and 2017, neither we nor anyone on our behalf consulted DMCL regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided us that DMCL concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16-F of Form 20-F) with DMCL or a “reportable event” (as described in Item 16F(a)(1)(v) of Form 20-F).

Our First Notice of Change of Auditor dated November 4, 2019; the resignation of MNP effective October 31, 2019; and the acceptance of appointment of auditors from DMCL dated November 14, 2019 were previously filed by Registrant on Form 6-K on November 14, 2019 (Exhibit 4.48).

Resignation of DMCL LLP

DMCL tendered their resignation as auditors of the Company effective November 16, 2021.

The resignation of DMCL was considered and approved by the Board of Directors of the Company.

DMCL’s reports on the Company’s financial statements for the fiscal years ended October 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles

During the two fiscal years ended October 31, 2020 and 2019, there were no (i) disagreements with DMCL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their report to the subject matter of the disagreement, or (ii) reportable events.

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Appointment of Turner, Stone and Company, L.L.P.

Effective December 6, 2021, directors of the Company approved the appointment of Turner, Stone & Company, L.L.P. (“Turner”) as successor auditors for the year ended October 31, 2021. Turner also audited the financial statements of GR Unlimited for the year ended October 31, 2018 and the period from October 31, 2016 to October 31, 2017.

During the two fiscal years ended October 31, 2020 and 2019, neither we nor anyone on our behalf consulted Turner regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided us that Turner concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16-F of Form 20-F) with Turner or a “reportable event” (as described in Item 16F(a)(1)(v) of Form 20-F).

Our First Notice of Change of Auditor dated December 7, 2021; the resignation of DMCL effective November 16, 2021; and the acceptance of appointment of auditors from Turner dated December 6, 2020 were previously filed by Registrant on Form 6-K on January 10, 2022 (Exhibit 15.3).

ITEM 16G.	CORPORATE GOVERNANCE

Not applicable.

ITEM 16H.	MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Not applicable.

ITEM 16J.	INSIDER TRADING POLICIES

Not applicable.

ITEM 16K.	CYBERSECURITY

Not applicable.

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PART III

ITEM 17	FINANCIAL STATEMENTS

Not applicable.

ITEM 18	FINANCIAL STATEMENTS

The following attached Consolidated Financial Statements are included in this Report on Form 20-F beginning with page F-1:

1.	Audited Consolidated Financial Statements of Grown Rogue International Inc. for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022 and 2021, comprised of the following:
(a)	Report of Independent Registered Public Accounting Firm, Turner, Stone & Company, L.L.P., Certified Public Accountants for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021;
---	---
(b)	Consolidated Statements of Financial Position as of December 31, 2023, October 31, 2023, and 2022;
---	---
(c)	Consolidated Statements of Comprehensive Income (Loss) for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021;
---	---
(d)	Consolidated Statements of Changes in Equity for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021;
---	---
(e)	Consolidated Statements of Cash Flows for the transition period ended December 31, 2023, and the year ended October 31, 2023, 2022 and 2021;
---	---
(f)	Notes to the Consolidated Financial Statements.
---	---

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ITEM 19	EXHIBITS

The following exhibits are included in the Transition Report on Form 20-F:

Exhibit #	Description
1.1	Certificate of Incorporation dated September 22, 1978 (1)
1.2	Articles of Amendment dated January 14, 1985 (1)
1.3	Articles of Amendment dated August 16, 2000 (1)
1.4	Bylaw No 1 (1)
1.5	Special By-Law No 1 (1)
1.6	Articles of Amalgamation dated November 30, 2009 (2)
1.7	Code of Business Conduct and Ethics (1)
1.8	Compensation Committee Charter (1)
1.9	Amended Audit Committee Charter (1)
1.10	By-Law No. 1, February 24, 2012 (3)
1.11	Articles of Amendment, effective March 16, 2012 (4)
1.12	Articles of Amendment, effective August 25, 2014 (5)
1.13	Articles of Amendment, effective February 1, 2016 (6)
1.14	Articles of Amendment, effective February 29, 2016 (7)
1.15	Articles of Amendment, effective May 26, 2017 (8)
1.16	Articles of Amendment, effective November 1, 2018 (10)
2.1	Description of Securities (9)
4.1	Definitive Transaction Agreement, dated October 31, 2018, with Grown Rogue Canada, Inc., Novicius Acquisition Corp., and Grown Rogue Unlimited, LLC, an Oregon limited liability company (13)
4.2	Unsecured Promissory Note of $150,000, dated December 2, 2020 (9)
4.3	Morton Lease, dated February 1, 2020 (9)
4.4	Trail Lease, dated January 1, 2021 (9)
4.5	Unsecured Promissory Note of $250,000, dated January 14, 2021 (9)
4.6	Definitive Securities Purchase Agreement, dated January 19, 2021 (9)
4.7	Unsecured Promissory Note of $250,000, dated January 27, 2021 (9)
4.8	Option Agreement, dated February 4, 2021, with Canopy Management, LLC (9)
4.9	Option Agreement, dated February 4, 2021, with Grown Rogue Unlimited, LLC (9)
4.10	Definitive Securities Purchase Agreement, dated February 5, 2021 (9)
4.11	Definitive Agreement, dated February 5, 2021, with HSCP, LLC (9)
4.12	Management Services Agreement dated February 8, 2021, with HSCP, LLC (9)
4.13	Special Warrant Indenture, dated March 5, 2021 (9)
4.14	Definitive Agreement, dated May 1, 2021, with Canopy Management, LLC (9)
4.15	Lars Lease, dated July 1, 2021 (9)
4.16	Unsecured Non-Convertible Promissory Note of $800,000, dated September 14, 2021, with Plant-Based Investment Corp. (9)
4.17	Addendum to Option Agreement and Definitive Agreement, dated December 1, 2021, with Canopy Management, LLC (9)
4.18	Lars Lease Amendment, dated December 20, 2021 (9)
4.19	Morton Annex Amendment, dated December 21, 2021 (9)
4.20	Definitive Agreement, dated June 20, 2022 (9)
4.21	Subscription Agreement - Debentures and Warrants, dated December 5, 2022, with Mindset Value Fund (9)
4.22	Debentures Certificate, dated December 5, 2022, with Mindset Value Fund (9)
4.23	Warrants Certificate, dated December 5, 2022, with Mindset Value Fund (9)
4.24	Subscription Agreement - Debentures and Warrants, dated December 5, 2022, with Mindset Value Wellness Fund (9)
4.25	Debentures Certificate, dated December 5, 2022, with Mindset Value Wellness Fund (9)
4.26	Warrants Certificate, dated December 5, 2022, with Mindset Wellness Value Fund (9)
4.27	Ross Lane Lease and Option Purchase, dated December 20, 2022 (9)

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4.28	Option Agreement Exercise, dated January 13, 2023, with Grown Rogue Unlimited, LLC (9)
4.29	Consulting Agreement, dated May 25, 2023, with Goodness Growth Holdings, Inc. (9)
4.30	Subscription Agreement - Debentures and Warrants, dated July 13, 2023, with Mindset Value Fund (9)
4.31	Debentures Certificate, dated July 13, 2023, with Mindset Value Fund (9)
4.32	Warrants Certificate, dated July 13, 2023, with Mindset Value Fund (9)
4.33	Subscription Agreement - Debentures and Warrants, dated August 17, 2023, with Mindset Value Fund (9)
4.34	Debentures Certificate, dated August 17, 2023, with Mindset Value Fund (9)
4.35	Warrants Certificate, dated August 17, 2023, with Mindset Value Fund (9)
4.36	Subscription Agreement - Debentures and Warrants, dated August 17, 2023, with Mindset Value Wellness Fund (9)
4.37	Debentures Certificate, dated August 17, 2023, with Mindset Value Wellness Fund (9)
4.38	Warrants Certificate, dated August 17, 2023, with Mindset Wellness Value Fund (9)
4.39	First Amendment to Consulting Agreement, dated September 20, 2023, with Goodness Growth Holdings, Inc. (9)
4.40	Secured Drawn Down Promissory Note, dated October 3, 2023 (9)
4.41	Definitive Option Agreement (21%), dated October 3, 2023, to acquire ABCO Garden State, LLC (9)
4.42	Definitive Option Agreement (49%), dated October 3, 2023, to acquire ABCO Garden State, LLC (9)
4.43	Goodness Growth Holdings, Inc. Warrant Certificate dated October 5, 2023 (9)
4.44	Grown Rogue International Inc. Warrant Certificate dated October 5, 2023 (9)
4.45	Equity purchase agreement, dated April 18, 2024 (14)
4.46	Definitive Securities Purchase Agreement, dated April 24, 2024 (14)
4.47	Guaranty Agreement, dated April 24, 2024 (14)
8.1	Subsidiaries of Grown Rogue International Inc. (9)
12.1	Section 302 Certification of Chief Executive Officer (14)
12.2	Section 302 Certification of Chief Financial Officer (14)
13.1	Section 906 Certification of Chief Executive Officer (14)
13.2	Section 906 Certification of Chief Financial Officer (14)
15.1	First Notice of Change of Auditor dated December 7, 2021; the resignation of DMCL effective November 16, 2021; and the acceptance of appointment of auditors from Turner dated December 6, 2020 (12)
Reference #	Incorporated by Reference
---	---
(1)	Previously filed on April 29, 2009 by Registrant as part of Registration Statement on Form 20-F (SEC File No. 0-53646)
(2)	Previously Filed by Registrant on Form 6-K on December 1, 2009
(3)	Previously filed by Registrant on Form 6-K on February 1, 2012
(4)	Previously filed by Registrant on Form 6-K on March 9, 2012
(5)	Previously filed by Registrant on Form 6-K on August 20, 2014
(6)	Previously filed by Registrant on Form 6-K on February 4, 2016
(7)	Previously filed by Registrant on Form 6-K on March 9, 2016
(8)	Previously filed by Registrant on Form 6-K on December 29, 2016
(9)	Previously filed by Registrant on Form 20-F on March 13, 2024
(10)	Previously filed by Registrant on Form 6-K on December 2, 2020
(11)	Previously filed by Registrant on Form 6-K on January 22, 2021
(12)	Previously filed by Registrant on Form 6-K on December 7, 2021
(13)	Previously filed by Registrant on Form 6-K on November 15, 2018
(14)	Filed as an Exhibit hereto

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The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Transition Report on its behalf.

Grown Rogue International Inc.
By:	/s/ J. Obie Strickler
	Name:	J. Obie Strickler
	Title:	President & Chief Executive Officer

Date: April 29, 2024

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INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of Grown Rogue International Inc. for the two months ended December 31, 2023 and the years ended October 31, 2023, 2022 and 2021, comprised of the following:

(a)	Report of Independent Registered Public Accounting Firm, Turner, Stone & Company, L.L.P., Certified Public Accountants for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021;	F-2
(b)	Consolidated Statements of Financial Position as of December 31, 2023, October 31, 2023, and 2022;	F-4
(c)	Consolidated Statements of Comprehensive Income (Loss) for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021;	F-5
(d)	Consolidated Statements of Changes in Equity for the transition period ended December 31, 2023, and years ended October 31, 2023, 2022, and 2021;	F-6
(e)	Consolidated Statements of Cash Flows for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021;	F-8
(f)	Notes to the Consolidated Financial Statements.	F-9

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GROWN ROGUE INTERNATIONAL INC.

Consolidated Financial Statements

For the Two months ended December 31, 2023

and the Years ended October 31, 2023, 2022 and 2021

Expressed in United States Dollars

Table of Contents

Consolidated Statements of Financial Position		F-4
Consolidated Statements of Comprehensive Income (Loss)		F-5
Consolidated Statements of Changes in Equity		F-6
Consolidated Statements of Cash Flows		F-8
Notes to the Consolidated Financial Statements		F-9
1.	Corporate Information and Defined Terms	F-9
2.	Significant Accounting Policies and Significant Judgments	F-12
3.	Biological Assets	F-21
4.	Inventory	F-22
5.	Business Combinations	F-22
6.	Other Investments, Purchase Deposits and Notes Receivable	F-23
7.	Leases	F-24
8.	Property and Equipment	F-25
9.	Intangible Assets and Goodwill	F-26
10.	Long Term Debt	F-26
11.	Convertible Debentures	F-28
12.	Share Capital and Shares Issuable	F-30
13.	Warrants	F-32
14.	Stock Options	F-34
15.	Changes in Non-Cash Working Capital	F-36
16.	Supplemental Cash Flow Disclosure	F-37
17.	Related Party Transactions	F-37
18.	Financial Instruments	F-40
19.	General and Administrative Expenses	F-44
20.	Income Taxes	F-44
21.	Capital Disclosures	F-47
22.	Segment Reporting	F-47
23.	Non-controlling Interests	F-48
24.	Legal Matters	F-49
25.	Transition Period Comparative Data	F-49
26.	Subsequent Events	F-54

F-1
Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Grown Rogue International Inc.

Opinion on the Consolidated Financial Statements

We have audited the consolidated statements of financial position of Grown Rogue International Inc. (the “Company”) as of December 31, 2023, and October 31, 2023 and 2022, and the related consolidated statements of comprehensive income (loss), changes in equity and cash flows for the two months ended December 31, 2023 and each of the three years in the period ended October 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and October 31, 2023 and 2022, and the consolidated results of its operations and its cash flows for the two months ended December 31, 2023, and each of the three years in the period ended October 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Turner, Stone & Company, L.L.P.<br><br> <br>Accountants and Consultants<br><br> <br>12700 Park Central Drive, Suite 1400<br><br> <br>Dallas, Texas 75251<br><br> <br>Telephone: 972-239-1660 ⁄ Facsimile: 972-239-1665<br><br> <br>Toll Free: 877-853-4195<br><br> <br>Web site: turnerstone.com	<br><br> <br>INTERNATIONAL ASSOCIATION OF ACCOUNTANTS AND AUDITORS

F-2
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●

Measurement of fair value of biological assets – as discussed in Note 3 of notes to the consolidated financial statements, the Company measures biological assets at fair value less costs to sell in accordance with IAS 41, Agriculture, which we identified as a critical audit matter. The Company uses an income approach to determine the fair value less costs to sell at a specific measurement date, based on the existing cannabis plant’s stage of completion up to the point of harvest.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested calculations, including the assumptions used, to determine the fair value of the biological assets. We tested allocation of indirect costs, which formed part of standard cost per unit to complete production, by assessing the allocation method, recalculating the allocations and on a selection basis comparing the underlying allocation to source documents.

●	Stock Based Compensation – as discussed in Note 2.14 of the notes to the consolidated financial statements, the Company states that transactions with non-employees that are settled in equity instruments are measured at the fair value of the goods or services rendered utilizing the Black-Sholes option pricing model.

The following are the primary procedures we performed to address this critical audit matter. We compared the listing of the provided share-based payment areas, in equity, options, and warrants to the underlying share-based agreements that reflected the amount of consideration being provided. Utilizing the Black-Sholes option pricing model, we recalculated the remaining lives, expense allocations, forfeitures, and cancellations of the share-based transactions during the year.

●	Derivative Liability – as discussed in Note 11 of the notes to the consolidated financial statements, the Company uses the Black-Scholes option pricing model to estimate the fair value of its derivative liabilities which result from the variable conversion terms of their convertible notes payable. The Black-Scholes option pricing model involves the use of several significant estimates such as the expected life of the underlying convertible note payable, expected share price volatility, dividend yield, and risk-free interest rate. Given the significant estimates involved in estimating the fair value of its derivative liabilities, the related audit effort in evaluating management’s estimates in determining the fair value of derivative liabilities required a high degree of auditor judgment. We obtained an understanding over the Company’s process to estimate the fair value of derivative liabilities, including how the Company develops each of the estimates required to utilize the Black-Scholes option-pricing model. We applied the following audit procedures related to testing the Company’s estimates utilized in the Black-Scholes option pricing model:
○	We reviewed the Company’s dividend history noting the Company has not issued dividends historically and management indicated that no future dividends were currently anticipated.
---	---
○	We compared the Company’s risk-free interest rate used to the comparable Canadian three-year bond yield for a term comparable to the expected term of the convertible notes payable.
---	---
○	We recalculated the Company’s historical share price volatility for a term comparable to the expected term of the convertible notes payable.
---	---
○	We recalculated the expected term of underlying convertible note agreement using the simplified method.
---	---

We have served as Grown Rogue International Inc.’s auditor since 2021.

Dallas, Texas

April 29, 2024

Turner, Stone & Company, L.L.P.<br><br> <br>Accountants and Consultants<br><br> <br>12700 Park Central Drive, Suite 1400<br><br> <br>Dallas, Texas 75251<br><br> <br>Telephone: 972-239-1660 ⁄ Facsimile: 972-239-1665<br><br> <br>Toll Free: 877-853-4195<br><br> <br>Web site: turnerstone.com	<br><br> <br>INTERNATIONAL ASSOCIATION OF ACCOUNTANTS AND AUDITORS

F-3
Table of Contents

Grown Rogue International Inc.

Consolidated Statements of Financial Position

Expressed in United States Dollars



ASSETS
Current assets
Cash
Accounts receivable (Note 18)
Biological assets (Note 3)
Inventory (Note 4)
Prepaid expenses and other assets
Total current assets
Property and equipment (Note 8)
Notes receivable (Notes 6.2.1 and 6.2.2)
Warrants asset (Note 13.2)
Intangible assets and goodwill (Note 9)
Deferred tax assets (Note 20)
TOTAL ASSETS
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities
Current portion of lease liabilities (Note 7)
Current portion of long-term debt (Note 10)
Business acquisition consideration payable (Note 5)
Unearned revenue
Derivative liability (Notes 11.1.1, 11.2 and 11.2.1)
Income tax payable
Total current liabilities
Lease liabilities (Note 7)
Long-term debt (Note 10)
Convertible debentures (Notes 11.1, 11.2 and 11.2.1)
TOTAL LIABILITIES
EQUITY
Share capital (Note 12)
Shares issuable (Note 12)
Contributed surplus (Notes 13 and 14)
Accumulated other comprehensive loss	)	)
Accumulated deficit	)	)
Equity attributable to shareholders
Non-controlling interest (Note 23)
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY

All values are in US Dollars.

Commitments and contingencies (Note 24)

Subsequent events (Note 26)

The accompanying notes form an integral part of these consolidated financial statements.

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Grown Rogue International Inc.

Consolidated Statements of Comprehensive Income (Loss)

Expressed in United States Dollars

****	Two months ended December 31,	****	Years ended October 31,					****
	2023		2023		2022		2021

Revenue
Product sales (Note 2.6.1)
Service revenue (Note 2.6.2)
Total revenue
Cost of goods sold
Cost of finished cannabis inventory sold		)		)		)		)
Cost of service revenues		)		)				)
Gross profit, excluding fair value items
Realized fair value loss amounts in inventory sold		)		)		)		)
Unrealized fair value gain on growth of biological assets
Gross profit
Expenses
Accretion expense
Amortization of property and equipment
General and administrative
Share-based compensation
Total expenses
Income from operations
Other income and (expense)
Interest expense		)		)		)		)
Other income (expense)						)		)
Gain on debt settlement
Loss on settlement on non-controlling interest								)
Unrealized loss on marketable securities						)		)
Unrealized gain (loss) on derivative liability				)				)
Unrealized gain on warrants asset
Loss on disposal of property and equipment		)		)		)		)
Total other expense, net				)		)		)
Income (loss) from operations before taxes				)				)
Income tax (Note 20)		)		)		)		)
Net income (loss)				)				)
Other comprehensive income (items that may be subsequently reclassified to profit and loss):
Currency translation gain (loss)				)		)		)
Total comprehensive income (loss)				)				)
Gain (loss) per share attributable to shareholders – basic				)				)
Weighted average shares outstanding – basic
Gain (loss) per share attributable to shareholders – diluted				)				)
Weighted average shares outstanding – diluted
Net income (loss) for the year attributable to:
Non-controlling interest				)		)
Shareholders				)				)
Net income (loss)				)				)
Comprehensive income (loss) for the year attributable to:
Non-controlling interest				)		)
Shareholders				)				)
Total comprehensive income (loss)				)				)

All values are in US Dollars.

The accompanying notes form an integral part of these consolidated financial statements.

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Grown Rogue International Inc.

Consolidated Statements of Changes in Equity

Expressed in United States Dollars

	Number of<br>common<br>shares
	#
Balance - October 31, 2023		182,005,886	)	)
Stock option vesting expense		-
Currency translation gain		-
Net income		-
Balance – December 31, 2023		182,005,886	)	)

All values are in US Dollars.

	Number of<br>common<br>shares
	#
Balance - October 31, 2022		170,632,611		)	)
Issuance of shares underlying shares issuable (Note 12.1)		200,000	)
Stock option vesting expense		-
Currency translation loss		-		)			)
Exercise of option to acquire 87% of Canopy membership units		-				)
Goodness Growth warrants swap		-
Settlement of convertible debentures for common shares (Note 11.1.1)		11,173,275
Net loss		-			)	)	)
Balance – October 31, 2023		182,005,886		)	)

All values are in US Dollars.

The accompanying notes form an integral part of these consolidated financial statements.

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Grown Rogue International Inc.

Consolidated Statements of Changes in Equity

Expressed in United States Dollars

	Number of<br>common<br>shares
	#
Balance - October 31, 2021		156,936,876		)	)
Shares issued for employment, director, and consulting services (Note 12.4)		529,335	)
Private placement of shares (Note 12.5)		13,166,400
Stock option vesting		-
Currency translation loss		-		)			)
Net income (loss)		-				)
Balance – October 31, 2022		170,632,611		)	)

All values are in US Dollars.

The accompanying notes form an integral part of these consolidated financial statements.

	Number of<br>common <br>shares
	#
Balance - October 31, 2020		107,782,397			)	)	)	)
Shares issued for employment, director, and consulting services (Note 12.6)		534,294
Shares issuable for employment, director and consulting services		-
Shares issued pursuant to private placement (Notes 12.7)		10,231,784
Expenses of non-brokered private placement (Note 12.7)		-	)					)
Shares issued to extend payment due date (Note 12.8)		25,000
Shares payments towards acquisition of Golden Harvests and extend due date (Note 12.10)		600,000
Shares issuable for consideration for acquisition of Golden Harvests (Note 5)		-
Shares issued to partner creditor (Note 12.9)		400,000
Shares and warrants issued pursuant to brokered private placement of Special Warrants (Notes 12.11)		23,162,579
Expenses of brokered private placement of Special Warrants (Note 12.11)		-	)					)
Broker and advisory warrants issued pursuant to Special Warrant financing (Notes 12.11)		-	)
Settlement of convertible debentures for cash and common shares (Note 12.12)		10,488,884
Issuance of non-controlling interest in subsidiary for cash		-		)
Purchase of non-controlling interest in subsidiary		3,711,938					)
Change in ownership interests in subsidiaries		-
Stock option vesting expense		-
Currency translation adjustment		-			)			)
Net income (loss)		-				)		)
Balance - October 31, 2021		156,936,876			)	)

All values are in US Dollars.

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Grown Rogue International Inc.

Consolidated Statements of Cash Flows

Expressed in United States Dollars

	Two months ended December 31,		Years ended October 31,
	2023		2023		2022		2021

Operating activities
Net income (loss)				)				)
Adjustments for non-cash items in net income (loss)
Amortization of property and equipment
Amortization of property and equipment included in costs of inventory sold
Amortization of intangible assets
Unrealized fair value gain on growth of biological assets		)		)		)		)
Realized fair value loss amounts in inventory sold
Deferred income taxes				)
Share-based compensation
Stock option expense
Accretion expense
Gain on debt settlement						)
Loss on disposal of property and equipment
Unrealized loss on marketable securities
Unrealized (gain) loss on fair value of derivative liability		)
Unrealized gain on warrants asset		)		)
Loss on acquisition of non-controlling interest paid in shares
Currency translation gain (loss)				)
Noncash Items In Net Loss
Changes in non-cash working capital (Note 15)		)		)		)		)
Net cash provided by (used in) operating activities								)
Investing activities
Purchase of property and equipment and intangibles		)		)		)		)
Net cash acquired
Payment of acquisition payable						)		)
Other investment								)
Cash advances and loans made to other parties		)		)
Net cash used in investing activities		)		)		)		)
Financing activities
Third party investment in subsidiary
Proceeds from convertible debentures
Proceeds from long-term debt
Proceeds from private placement
Proceeds from brokered private placement
Payment of equity and debenture issuance costs								)
Repayment of long-term debt		)		)		)		)
Repayment of convertible debentures		)		)				)
Payments of lease principal		)		)		)		)
Net cash provided by (used in) financing activities		)				)
Change in cash		)
Cash, beginning
Cash, ending

All values are in US Dollars.

The accompanying notes form an integral part of these consolidated financial statements.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

1.	CORPORATE INFORMATION AND DEFINED TERMS
1.1	Corporate Information
---	---

These consolidated financial statements for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021, include the accounts of Grown Rogue International Inc. and its subsidiaries. The registered office is located at 40 King St W Suite 5800, Toronto, ON M5H 3S1.

Grown Rogue International Inc.’s subsidiaries and ownership thereof are summarized in the table below.

Company	Ownership	Defined Term
Grown Rogue International Inc.	100% owner of GR Unlimited	The “Company”
Grown Rogue Unlimited, LLC	100% by the Company	“GR Unlimited”
Grown Rogue Gardens, LLC	100% by GR Unlimited	“GR Gardens”
GRU Properties, LLC	100% by GR Unlimited	“GRU Properties”
GRIP, LLC	100% by GR Unlimited	“GRIP”
Grown Rogue Distribution, LLC	100% by GR Unlimited	“GR Distribution”
GR Michigan, LLC	87% by GR Unlimited	“GR Michigan”
Canopy Management, LLC	87% by GR Unlimited	“Canopy”
Golden Harvests LLC	60% by Canopy	“Golden Harvests”

The Company is primarily engaged in the business of growing and selling cannabis products. The primary cannabis product produced and sold is cannabis flower.

1.2	Defined Terms
Term	Defined Term	Reference
---	---	---
General terms:
International Financial Reporting Standards	“IFRS”
International Accounting Standards	“IAS”
International Accounting Standards Board	“IASB”
International Financial Reporting Interpretations Committee	“IFRIC”
United States	“U.S.”
United States dollar	“U.S. dollar”
Fair value less costs to sell	“FVLCTS”
Fair value through profit or loss	“FVTPL”
Fair value through other comprehensive income	“FVOCI”
Other comprehensive income	“OCI”
Solely payments of principal and interest	“SPPI”
Expected credit loss	“ECL”
Cash generating unit	“CGU”
Internal Revenue Code	“IRC”
U.S. Securities and Exchange Commission	“SEC”
Securities Exchange Act of 1934	“1934 Act”
Federal Deposit Insurance Corporation	“FDIC”

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Term	Defined Term	Reference
Terms related to the Company’s locations:
Outdoor grow property located in Trail, Oregon leased from CEO	“Trail”
Outdoor post-harvest facility located in Medford, Oregon leased from CEO	“Lars”
Terms related to officers and directors of the Company:
President & Chief Executive Officer	“CEO”
Chief Financial Officer	“CFO”
Senior Vice President of GR Unlimited	“SVP”
Chief Operating Officer (position eliminated in December 2021)	“COO”
Michigan General Manager	“GM”
Terms related to transactions with High Street Capital Partners, LLC:
High Street Capital Partners, LLC	“HSCP”	Note 6.1
Agreement of the Company to acquire substantially all of the assets of the growing and retail operations of HSCP	“HSCP Transaction”	Note 6.1
Management Services Agreement with HSCP	“HSCP MSA”	Note 6.1
Secured promissory note payable with a principal sum of $1,250,000	“Secured Promissory Note”	Notes 6.1, 10.1
Principal Payment of $500,000 due to HSCP on May 1, 2023	“First Principal Payment”	Note 10.1
Terms related to transactions with Plant-Based Investment Corp.:
Plant-Based Investment Corp., formerly related party	“PBIC”
Unsecured promissory note agreement with PBIC of September 9, 2021	“PBIC Note”	Note 10.2
The Company’s sun-grown A-flower 2021 harvest, defined in the PBIC Note	“Harvest”	Note 10.2
The Company’s former ownership of 2,362,204 shares of PBIC	“PBIC Shares”	Note 10.2
2766923 Ontario Inc., receiver of PBIC Shares from the Company as part of the settlement of the PBIC Note	“Creditor”	Note 10.2
Terms related to Convertible Debentures issued in December 2022:
Convertible debentures with aggregate principal amount of $2,000,000 issued in December 2022	“December Convertible Debentures”	Note 11.1
Purchasers of Convertible Debentures	“Purchasers”	Note 11.1
6,716,499 warrants issued to the Purchasers	“December Warrants”	Note 11.1
Terms related to Convertible Debentures issued in July 2023:
Convertible debentures with aggregate principal amount of $5,000,000 issued in July 2023	“July Convertible Debentures”	Note 11.2
Subscribers of Convertible Debentures	“Subscribers”	Note 11.2
13,737,500 warrants issued to the Subscribers	“July Warrants”	Note 11.2
Terms related to Convertible Debentures issued in August 2023:
Convertible debentures with aggregate principal amount of $1,000,000 issued in August 2023	“August Convertible Debentures”	Note 11.2.1
Subscribers of Convertible Debentures	“Subscribers”	Note 11.2.1

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Term	Defined Term	Reference
Terms related to December 2021 non-brokered private placement of common shares:
Non-brokered private placement of common shares (“Private Placement”) for total gross proceeds of $1,300,000	“Private Placement”	Note 12.3
Terms related to March 2021 brokered private placement of special warrants:
Agent for March 2021 brokered private placement of special warrants	“Agent”	Note 13.1
March 2021 brokered private placement of special warrants	“Offering”
An aggregate of 1,127,758 broker warrants of the Company	“Broker Warrants”	Note 13.1
Compensation options, resulting from exercise of Broker Warrants	“Compensation Options”	Note 13.1
Warrants for consideration of advisory services issued to the Agent	“Advisory Warrants”	Note 13.1
The Broker Warrants and Advisory Warrants referred to collectively	“Agent Warrants”	Note 13.1
One unit of the Company resulting from exercise of a Compensation Option, comprised of one common share and one common share purchase warrant	“Compensation Unit”	Note 13.1
Warrant resulting from Compensation Option	“Compensation Warrant”	Note 13.1
Terms related to consulting agreement with Goodness Growth
Goodness Growth Holdings, Inc. (CSE: GDNS; OTCQX: GDNSF)	“Goodness Growth”	Note 13.2
The consulting agreement under which the Company provides services to Goodness Growth	“Consulting Agreement”	Note 13.2
Volume weighted average price	“VWAP”	Note 13.2
Terms related to Iron Flag, LLC secured draw down promissory note
Iron Flag, LLC	“Iron Flag”	Note 6.2.1
ABCO Garden State, LLC	“ABCO”	Note 6.2.1
New Jersey Cannabis Regulatory Commission	“CRC”	Note 6.2.1
Secured draw down promissory note	“Iron Flag Promissory Note”	Note 6.2.1

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

2.	SIGNIFICANT ACCOUNTING POLICIES AND JUDGMENTS
2.1	Statement of Compliance
---	---

The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB and interpretations of the IFRIC. These consolidated financials are filed on the system for electronic document analysis and retrieval (SEDAR+).

The Board of Directors authorized the issuance of these consolidated financial statements on April 29, 2024.

The principal accounting policies adopted in the preparation of these consolidated financial statements are set forth below.

2.2	Basis of Consolidation

The subsidiaries are those companies controlled by the Company, as the Company is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries by way of its ownership and rights pertaining to the subsidiaries. The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date control ceases. All intercompany balances and transactions have been eliminated upon consolidation.

2.3	Basis of Measurement

These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments and biological assets, which are measured at fair value as described herein.

2.4	Change in Fiscal Year End

On January 29, 2024, the Company’s Board of Directors approved a change in the Company’s fiscal year end from October 31 to December 31, effective immediately. As a result of this change, the Company is filing this Transition Report on Form 20-F (“Transition Report”) for the two month transition period ended December 31, 2023.

2.5	Functional and Presentation Currency

The Company’s functional currency is the Canadian dollar, and the functional currency of its subsidiaries is the United States dollar. These consolidated financial statements are presented in U.S. dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

2.6	Revenue

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which is upon the transfer of control of the contracted goods or provision of contracted services. Control of goods is transferred when title and physical possession of the contracted goods have been transferred to the customer, which is determined by the shipping terms and certain additional considerations. The Company does not have performance obligations subsequent to the transfer of title and physical possession of the contracted goods.

2.6.1	Revenues From Sales of Goods

Revenues from sales of goods are recognized when the transfer of ownership to the customer has occurred and the customer has accepted the product.

2.6.2	Service Revenue

Revenues from services are recognized when services have been provided, the income is determinable, and collectability is reasonably assured. The Company’s contract terms do not include a provision for significant post-service delivery obligations. On May 24, 2023, GR Unlimited entered into the Consulting Agreement with Goodness Growth. Under the Consulting Agreement, GR Unlimited supports Goodness Growth in the optimization of its cannabis flower products, with a particular focus on improving the quality and yield of top-grade “A” cannabis flower across its various operating markets, starting with Maryland and Minnesota. The Consulting Agreement and amendments to the Consulting Agreement provide for service revenue earned to be calculated beginning January 2023. Also see Note 13.2 for further discussion on the terms of the Consulting Agreement.

2.7	Inventory

Inventory is valued at the lower of cost and net realizable value. The capitalized cost for produced inventory includes the direct and indirect costs initially capitalized to biological assets before the transfer to inventory. The capitalized cost also includes subsequent costs such as materials, labor, depreciation and amortization expense on equipment involved in packaging, labelling and inspection. The total cost of inventory also includes the fair value adjustment which represents the fair value of the biological asset at the time of harvest and which is transferred from biological asset costs to inventory upon harvest. All direct and indirect costs related to inventory are capitalized as they are incurred; these costs are recorded ‘Cost of finished cannabis inventory sold’ on the consolidated statements of comprehensive income (loss) at the time cannabis is sold. The realized fair value amounts included in inventory sold are recorded as a separate line on the consolidated statements of comprehensive income (loss).

2.8	Cost of Finished Cannabis Inventory Sold

Cost of finished cannabis inventory sold includes the value of inventory sold, excluding the fair value adjustment carried from biological assets into inventory. Cost of finished cannabis inventory sold also includes the value of inventory write downs.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

2.9	Biological Assets

Biological assets are measured at fair value. The Company’s biological assets consist of cannabis plants. The Company capitalizes all the direct and indirect costs as incurred related to the biological transformation of the biological assets between the point of initial recognition and the point of harvest, including direct costs, indirect costs, allocated fixed and variable overheads, and depreciation and amortization of equipment used to grow plants through the harvest of the plants. Before planting, the capitalized costs approximate fair value. After planting, fair value is estimated at the fair value of the market sales price of the finished product less costs to complete. Subsequent to harvest, the recognized biological asset amount becomes the cost basis of finished goods inventory. Unrealized gains or losses arising from changes in fair value less costs to sell during the period are included in the consolidated statements of income (loss) as ‘Unrealized fair value gain on growth of biological assets.’ After sale, the amount of ‘Unrealized fair value gain on growth of biological assets’ sold is recognized as ‘Realized fair value amounts in inventory sold’.

2.10	Income (Loss) per Share

Basic income (loss) per share is calculated by dividing the income (loss) attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the income (loss) attributable to common shareholders equals the reported income (loss) attributable to owners of the Company. Diluted income (loss) per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted income (loss) per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.

2.11	Accounts Payable and Accrued Liabilities

Liabilities are recognized for amounts to be paid in the future for goods or services received, whether billed by the supplier or not. Provisions are recognized when the Company has an obligation (legal or constructive) arising from a past event, and the costs to settle this obligation are both probable and able to be reliably measured.

2.12	Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are members of key management, subject to common control, or can exert significant influence over the company. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

2.13	Property and Equipment

Property and equipment are stated at cost less accumulated amortization and accumulated impairment losses, if any. Costs include borrowing costs for assets that require a substantial period of time to become ready for use.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Amortization is recognized so as to recognize the cost of assets less their residual values over their useful lives, using the straight-line method. Amortization begins when an asset is available for use, meaning that it is in the location and condition necessary for it to be used in the manner intended by management. The estimated useful lives, residual values and method of amortization are reviewed at each period end, with the effect of any changes in estimated useful lives and residual values accounted for on a prospective basis.

The Company capitalizes costs incurred to construct assets; when such assets are not available for use as intended by management, amortization expense is not recorded until constructed assets are placed into service.

Amortization is calculated applying the following useful lives:

Furniture and fixtures	7-10	years on a straight-line basis
Computer and office equipment	3-5	years on a straight-line basis
Production equipment and other	5-10	years on a straight-line basis
Leasehold improvements	1-40	years on a straight-line basis

The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists, and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount, being the higher of their fair value less costs of disposal and their value in use. Fair value is the price at which the asset could be bought or sold in an orderly transaction between market participants. In assessing value in use, the estimated cash flows are discounted to their present value using a pre tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.

Right-of-use leased assets are measured at cost, which is calculated as the amount of the initial measurement of lease liability plus any lease payments made at or before the commencement date, any initial direct costs and related restoration costs. The right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. Depreciation is recognized from the commencement date of the lease.

2.14	Impairment of Long-Lived Assets

For all long-lived assets, except for intangible assets with indefinite useful lives and intangible assets not yet available for use, the Company reviews its carrying amount at the end of each reporting period to determine whether there is any indication that those assets have suffered an impairment loss. Where such impairment exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognized in profit or loss.

Impairment losses may be reversed in a subsequent period where the impairment no longer exists or has decreased. The carrying amount after a reversal must not exceed the carrying amount (net of depreciation) that would have been determined had no impairment loss been recognized. A reversal of impairment loss is recognized in profit or loss.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

2.15	Share-based Compensation
2.15.1	Share Based Payment Transactions
---	---

Transactions with non-employees that are settled in equity instruments of the Company are measured at the fair value of the goods or services rendered. In situations where the fair value of the goods or services received by the entity as consideration cannot be reliably measured, transactions are measured at fair value of the equity instruments granted. The fair value of the share-based payments is recognized together with a corresponding increase in equity over a period that services are provided, or goods are received.

2.15.2	Equity Settled Transactions

The costs of equity settled transactions with employees are measured by reference to the fair value of the equity instruments at the date on which they are granted, using the Black Scholes option pricing model.

The costs of equity settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative cost is recognized for equity settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized at the beginning and end of that period and the corresponding amount is represented in contributed surplus. No expense is recognized for awards that do not ultimately vest.

2.14.3	Share Issuance Costs

Costs incurred in connection with the issuance of equity are netted against the proceeds received net of tax. Costs related to the issuance of equity and incurred prior to issuance are recorded as deferred equity issuance costs and subsequently netted against proceeds when they are received.

2.16	Income Taxes

Tax expense includes current and deferred tax. This expense is recognized in profit or loss, except for income tax related to the components of other comprehensive income (loss) or equity, in which case the tax expense is recognized in other comprehensive income (loss) or equity respectively.

Current tax assets and liabilities are obligations or claims for the current and prior periods to be recovered from (or paid to) taxation authorities that are still outstanding at the end of the reporting period. Current tax is computed on the basis of tax profit which differs from net profit. Income taxes are calculated using tax rates and laws enacted or substantively enacted at the end of the reporting period.

Deferred tax is recognized based on temporary differences between the carrying amount and the tax basis of the assets and liabilities. Any change in the net amount of deferred tax assets and liabilities is included in profit or loss. Deferred tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws that are expected to apply to taxable profit for the periods in which the assets and liabilities will be recovered or settled. Deferred tax assets are recognized when it is likely they will be realized. Deferred tax assets and liabilities are not discounted.

The Company recognizes a deferred tax asset or liability for all deductible temporary differences arising from equity securities of subsidiaries, unless it is probable that the temporary difference will not reverse in the foreseeable future and the Company is able to control the timing of the reversal.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

2.17	Financial Instruments
2.17.1	Financial Assets
---	---

Initial Recognition

The Company initially recognizes financial assets at fair value on the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Classification and measurement

Under IFRS 9 - Financial Instruments, financial assets are initially measured at fair value. In the case of a financial asset not categorized as FVTPL, transaction costs are included. Transaction costs of financial assets carried at FVTPL are expensed in net income (loss).

Subsequent classification and measurement of financial assets depends on the Company’s business objective for managing the asset and the cash flow characteristics of the asset:

-	Amortized cost – Financial assets held for collection of contractual cash flows that meet the SPPI test are measured at amortized cost. Interest income is recognized as Other income (expense) in the financial statements, and gains/losses are recognized in net income (loss) when the asset is derecognized or impaired.
-	FVOCI – Financial assets held to achieve a particular business objective other than short term trading are designated at FVOCI. IFRS 9 also provides the ability to make an irrevocable election at initial recognition of a financial asset, on an instrument by instrument basis, to designate an equity investment that would otherwise be classified as FVTPL and that is neither held for trading nor contingent consideration arising from a business combination to be classified as FVOCI. There is no recycling of gains or losses through net income (loss). Upon derecognition of the asset, accumulated gains or losses are transferred from OCI directly to Deficit.
---	---
-	FVTPL – Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL.
---	---
2.17.2	Financial Liabilities
---	---

The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The subsequent measurement of financial liabilities is determined based on their classification as follows:

-	FVTPL – Derivative financial instruments entered into by the Company that do not meet hedge accounting criteria are classified as FVTPL. Gains or losses on these types of financial liabilities are recognized in net income (loss).
-	Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method. Gains and losses are recognized in net income (loss) when the liabilities are derecognized as well as through the amortization process.
---	---

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

The following table summarizes the original measurement categories for each class of the Company’s financial assets and financial liabilities:

Asset/Liability	Classification
Accounts receivable	Amortized cost
Cash and cash equivalents	Amortized cost
Marketable securities	FVTPL
Warrants asset	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Long-term debt	Amortized cost
Interest payable	Amortized cost
Convertible debentures	Amortized cost
Derivative liabilities	FVTPL

Impairment

IFRS 9 introduces a three-stage ECL model for determining impairment of financial assets. The expected credit loss model does not require the occurrence of a triggering event before an entity recognizes credit losses. IFRS 9 requires an entity to recognize expected credit losses upon initial recognition of a financial asset and to update the quantum of expected credit losses at the end of each reporting period to reflect changes to credit risk of the financial asset. The adoption of the ECL model did not have a material impact on the Company’s financial statements.

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.

2.18	Business Combinations

A business combination is a transaction or event in which the acquirer obtains control of one or more businesses and is accounted for using the acquisition method. The total consideration paid for the acquisition is the aggregate of the fair values of assets acquired, liabilities assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. The acquisition date is the date when the Company obtains control of the acquiree. The identifiable assets acquired and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where IFRS provides exceptions to recording the amounts at fair values. Goodwill represents the difference between total consideration paid and the fair value of the net identifiable assets acquired. Acquisition costs incurred are expensed within the consolidated statements of comprehensive income (loss).

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Contingent consideration is measured at its acquisition date fair value and is included as part of the consideration transferred in a business combination, subject to the applicable terms and conditions. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9 Financial Instruments with the corresponding gain or loss recognized in profit or loss.

Based on the facts and circumstances that existed at the acquisition date, management will perform a valuation analysis to allocate the purchase price based on the fair values of the identifiable assets acquired and liabilities assumed on the acquisition date. Management has one year from the acquisition date to confirm and finalize the facts and circumstances that support the finalized fair value analysis and related purchase price allocation. Until such time, these values are provisionally reported and are subject to changed. Changes to fair values and allocations are retrospectively adjusted in subsequent periods.

In determining the fair value of all identifiable assets acquired and liabilities assumed, the most significant estimates generally relate to contingent consideration and intangible assets. Management exercises judgment in estimating the probability and timing of when earn-out milestones are expected to be achieved, which is used as the basis for estimating fair value. Identified intangible assets are fair valued using appropriate valuation techniques which are generally based on a forecast of the total expected future net cash flows of the acquiree. Valuations are highly dependent on the inputs used and assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied.

Acquisitions that do not meet the definition of a business combination are accounted for as asset acquisitions. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Asset acquisitions do not give rise to goodwill.

Management exercises judgment in determining the entities that it controls for consolidation and associated non-controlling interests. For financial reporting purposes, an entity is considered controlled when the Company has power over an entity and its ability to affect its economic return from the entity. The Company has power over an entity when it has existing rights that give it the ability to direct the relevant activities which can significantly affect the investee’s returns. Such power can result from contractual arrangements. However, certain contractual arrangements contain rights that are designed to protect the Company’s interest, without direct equity ownership in the entity, in which case non-controlling interests are recognized.

2.19	Intangible Assets and Goodwill

Intangible assets are recorded at cost less accumulated amortization and any impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is calculated on a straight-line basis over their estimated useful lives.

Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to the CGU or group of CGUs which are expected to benefit from the synergies of the combination. Goodwill is not subject to amortization.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Goodwill and intangible assets with an indefinite life or not yet available for use are tested for impairment annually at year-end, and whenever events or circumstances that make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose all or a portion of a reporting unit. Finite life intangible assets are tested whenever there is an indication of impairment.

Goodwill and indefinite life intangible assets are tested for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount. Indefinite life intangible assets are tested for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount. Goodwill is tested for impairment based on the level at which it is monitored by management, and not at a level higher than an operating segment. The Company’s goodwill is allocated to the cannabis operating segment and the U.S. cannabis and hemp-derived market CGU. The allocation of goodwill to the CGUs or group of CGUs requires the use of judgment.

An impairment loss is recognized for the amount by which the CGU’s carrying amount exceeds its recoverable amount. The recoverable amounts of the CGUs’ assets are determined based on either fair value less costs of disposal or value-in-use method. There is a material degree of uncertainty with respect to the estimates of the recoverable amounts of the CGU, given the necessity of making key economic assumptions about the future. Impairment losses recognized in respect of a CGU are first allocated to the carrying value of goodwill, and any excess is allocated to the carrying value of assets in the CGU. Any impairment is recorded in profit and loss in the period in which the impairment is identified. A reversal of an asset impairment loss is allocated to the assets of the CGU on a pro rata basis. In allocating a reversal of an impairment loss, the carrying amount of an asset shall not be increased above the lower of its recoverable amount and the carrying amount that would have been determined had no impairment loss been recognized for the asset in the prior period. Impairment losses on goodwill are not subsequently reversed.

2.20	Adoption of New Accounting Pronouncements

Amendments to IAS 41: Agriculture

As part of its 2018-2020 annual improvements to the standards process of IFRS, the IASB issued amendments to IAS 41 Agriculture. The amendment removes the requirement in paragraph 22 of IAS 41 for entities to exclude taxation cash flow when measuring the fair value of a biological asset using a present value technique. This will ensure consistency with the requirements in IFRS 13 Fair Value Measurement. The amendment is effective for annual reporting periods beginning on or after January 1, 2022. The Company adopted the Amendments to IAS 41 effective November 1, 2022, which did not have a material impact to the Company’s consolidated financial statements.

Amendments to IFRS 9: Financial Instruments

As part of its 2018-2020 annual improvements to the standards process of IFRS, the IASB issued amendments to IFRS 9 Financial Instruments. The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. An entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment. The amendment is effective for annual reporting periods beginning on or after January 1, 2022 with earlier adoption permitted. The Company adopted the Amendments to IFRS 9 effective November 1, 2022, which did not have a material impact to the Company’s consolidated financial statements.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Amendments to IAS 37: Onerous Contracts and the Cost of Fulfilling a Contract

The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts. The amendment is effective for annual periods beginning on or after January 1, 2022 with early application permitted. The Company adopted the amendments to IAS 37 effective November 1, 2022, which did not have a material impact to the Company’s consolidated financial statements.

2.21	New Accounting Pronouncements

Amendments to IAS 1: Classification of Liabilities as Current or Non-current

The amendment clarifies the requirements relating to determining if a liability should be presented as current or non-current in the statement of financial position. Under the new requirement, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. The amendment applies retrospectively for annual reporting periods beginning on or after January 1, 2024. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

IFRS 17 – Insurance Contracts

IFRS 17 Insurance Contracts establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the standard. The objective of IFRS 17 is to ensure that an entity provides relevant information that faithfully represents those contracts. The standard is effective for annual periods beginning on or after January 1, 2023. The Company is evaluating the potential impact of this standard on the Company’s consolidated financial statements.

3.	BIOLOGICAL ASSETS

Biological assets consist of cannabis plants, which reflect measurement at FVLCTS. changes in the carrying amounts of biological assets at December 31, 2023, and October 31, 2023, and 2022 are as follows:



Beginning balance
Increase in biological assets due to capitalized costs
Change in FVLCTS due to biological transformation
Transferred to inventory upon harvest	)	)	)
Ending balance

All values are in US Dollars.

FVLCTS is determined using a model which estimates the expected harvest yield for plants currently being cultivated, and then adjusts that amount for the expected selling price and also for any additional costs to be incurred, such as post-harvest costs.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

The following significant unobservable inputs, all of which are classified as level 3 on the fair value hierarchy, were used by management as part of this model:

-	Expected costs required to grow the cannabis up to the point of harvest
-	Estimated selling price per pound
---	---
-	Expected yield from the cannabis plants
---	---
-	Estimated stage of growth – The Company applied a weighted average number of days out of the 60-day growing cycle that biological assets have reached as of the measurement date based on historical evidence. The Company assigns fair value basis according to the stage of growth and estimated costs to complete cultivation.
---	---
							Impact of 20% change
---	---	---	---	---	---	---	---	---	---	---
	December 31,<br>2023			October 31,<br>2023			December 31, 2023		October 31,<br>2023
Estimated selling price per pound ($/pound)	$	938		$	945		$	335,193	$	340,390
Estimated stage of growth (%)		55	%		51	%	$	285,243	$	280,663
Estimated flower yield per harvest (pound)		2,972			3,283		$	285,243	$	280,663
4.	INVENTORY
---	---

The Company’s inventory composition is as follows:

	December 31,2023	October 31,2023	October 31, 2022

Raw materials
Work in process
Finished goods
Ending balance

All values are in US Dollars.

The cost of inventories, excluding changes in fair value, included as an expense and included in cost of goods sold for the transition period ended December 31, 2023, was $1,404,323 (October 31, 2023 - $11,155,676; October 31, 2022 - $9,227,439, October 31, 2021 - $3,997,617).

5.	BUSINESS COMBINATIONS
5.1	Golden Harvests LLC
---	---

Total consideration	Common<br>shares
Cash paid		-
Cash payable		-
Common shares issued		825,000
Common shares issued		200,000
Total		1,025,000

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

During the year ended October 31, 2023, 200,000 common shares with an aggregate fair value of $35,806 were issued.

On December 1, 2021, the Company and the seller of the 60% controlling interest in Golden Harvests agreed to extend the due date of the cash portion of business acquisition consideration payable until December 31, 2024, in exchange for monthly payments at a rate of 18% per annum. The Company may pay all or part of the cash portion of the business acquisition consideration payable prior to December 31, 2024. The following table summarizes the movement in business acquisition consideration payable.

Business acquisition consideration payable
Acquisition date fair value
Payments		)
Application of prepayments		)
Accretion
Balance – December 31, 2023, October 31, 2023, and 2022

All values are in US Dollars.

6.	OTHER INVESTMENTS, PURCHASE DEPOSITS AND NOTES RECEIVABLE
6.1	Investment in Assets Sold by HSCP
---	---

On February 5, 2021, the Company agreed to acquire substantially all of the assets of the growing and retail operations pursuant to the HSCP Transaction, for an aggregate total of $3,000,000 in consideration, payable in a series of tranches, subject to receipt of all necessary regulatory and other approvals. A payment of $250,000 was to be due at closing and the payment of the remaining purchase price was to depend on the timing of the closing. The Company also executed the HSCP MSA, a management services agreement, pursuant to which the Company agreed to pay $21,500 per month as consideration for services rendered thereunder, until the completion of the HSCP Transaction. In accordance with the MSA, the Company owned all production from the growing assets derived from the growing operations of HSCP, and the Company operated the growing facility of HSCP under the MSA until receipt of the necessary regulatory approvals relating to the acquisition by the Company of HSCP’s growing assets. The Company had no involvement with the retail operations contemplated in the agreement until the HSCP Transaction was completed.

On April 14, 2022, the HSCP Transaction closed with modifications to the original terms: the retail purchase was mutually terminated, and total consideration for the acquisition was reduced to $2,000,000. Upon closing, the Company had paid $750,000 towards the acquisition, and owed a promissory note payable with a principal sum of $1,250,000, which was fully paid during the transition period ended December 31, 2023.

6.2	Notes Receivable
	Note
---	---	---	---	---	---
Changes in notes receivable	6.2.1		6.2.2		Total
Balance - October 31, 2022		-		-
Advances		1,170,101		250,000
Accrued interest		8,758		1,667
Balance - October 31, 2023		1,178,859		251,667
Advances		982,758		-
Accrued interest		30,755		5,083
Balance – December 31, 2023		2,192,372		256,750
Current portion		-		-
Non-current portion		2,192,372		256,750

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

6.2.1	Iron Flag Draw Down Promissory Note

On October 4, 2023, the Company announced that it signed a definitive agreement with an option to acquire 70% of ABCO, pending regulatory approval from the CRC. ABCO was granted a conditional cultivation and manufacturing license by the CRC and will receive its annual cultivation license soon. GR Unlimited executed the Iron Flag Promissory Note with ABCO’s affiliate, Iron Flag, to fund tenant improvements and for general working capital at the 50,000 square foot facility leased by ABCO for use in ABCO’s cannabis cultivation operations under construction and estimated to be completed in the second quarter of 2024.

Pursuant to the Iron Flag Promissory Note, GR Unlimited shall make the maximum amount available to Iron Flag, LLC in one or more advances in an aggregate amount not to exceed $4,000,000. Interest on the outstanding principal borrowed shall accrue at a rate of 12.5% per annum commencing with respect to each advance and accruing until the date the standing advances and all accrued interest is paid in full.

As at December 31, 2023, the outstanding balance of the Iron Flag Promissory Note was $2,152,859 (October 31, 2023 - $1,170,101), and the accrued interest receivable was $39,513 (October 31, 2023 - $8,758).

6.2.2	New Jersey Retail Promissory Note

On October 3, 2023, GR Unlimited executed a promissory note and advanced $250,000 to an individual representing the principal amount of the note (the “NJ Retail Promissory Note”). Pursuant to the NJ Retail Promissory Note agreement, interest on the outstanding principal borrowed shall accrue at a rate of 12% per annum provided that, if the extended maturity date of the note is triggered, interest shall accrue on the outstanding balance commencing on the maturity date and ending on the extending maturity date of the promissory note.

As at December 31, 2023, the outstanding balance of the NJ Retail Promissory Note was $250,000 (October 31, 2023 - $250,000), and the accrued interest receivable was $6,750 (October 31, 2023 - $1,667).

Subsequent to the transition period ended December 31, 2023, the Company signed a related definitive agreement on January 16, 2024, to invest in the development of an adult-use dispensary in West New York, New Jersey. Also see subsequent event in note 26.2.

7.	LEASES

The following is a continuity schedule of lease liabilities:

Lease liabilities

Balance - beginning
Additions
Disposals	)	)
Interest expense on lease liabilities
Payments	)	)	)
Balance - ending
Current portion
Non-current portion

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Set out below are undiscounted minimum future lease payments after December 31, 2023:

	Total future minimum leasepayments ()
Less than one year
Between one and five years
Total minimum lease payments
Less amount representing interest		)
Total

All values are in US Dollars.

8.	PROPERTY AND EQUIPMENT
	Computer and OfficeEquipment	Production Equipmentand Other		LeaseholdImprovements		Right-of-use Assets		Total
---	---	---	---	---	---	---	---	---	---

COST
Balance - October 31, 2021
Additions
Disposals			)		)				)
Balance - October 31, 2022
Additions
Disposals			)		)		)		)
Balance - October 31, 2023
Additions
Disposals			)		)		)		)
Balance - December 31, 2023
ACCUMULATED AMORTIZATION
Balance - October 31, 2021
Amortization for the period
Disposals			)		)				)
Balance - October 31, 2022
Amortization for the period
Disposals			)		)		)		)
Balance - October 31, 2023
Amortization for the period
Disposals			)		)		)		)
Balance - December 31, 2023
NET BOOK VALUE
Balance - October 31, 2022
Balance - October 31, 2023
Balance – December 31, 2023

All values are in US Dollars.

For the transition period ended December 31, 2023, amortization capitalized into inventory was $323,007 (years ended October 31, 2023 - $1,937,073; October 31, 2022 - $1,251,391) and expensed amortization was $186,415 (years ended October 31, 2023 - $578,641; October 31, 2022 - $750,916; October 31, 2021 - $180,015).

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

9.	INTANGIBLE ASSETS AND GOODWILL
Indefinite lived intangible assets and goodwill	December 31, 2023	October 31,2023	October 31,2022
---	---	---	---

Balance – beginning
Additions – grower licenses
Balance – ending

All values are in US Dollars.

Additions during the year ended October 31, 2022, resulted from the HSCP Transaction (Note 6.1).

10.	LONG-TERM DEBT

Transactions related to the Company’s long-term debt during the transition period ended December 31, 2023, and the years ended October 31, 2023 and 2022, include the following:

	Note
Movement in long-term debt	10.1			10.2			10.3			10.4			10.5			10.6			10.7			Total
Balance - October 31, 2021		-			600,572			249,064			280,567			150,000			142,997			786,461
Additions to debt		1,250,000			100,000			-			-			-			-			-
Settlement of debt		-			(706,352	)		-			-			-			-			-			)
Interest accretion		-			5,780			79,046			71,443			-			36,594			295,453
Debt payments		-			-			(25,000	)		(25,000	)		(150,000	)		(12,500	)		(520,303	)		)
Balance - October 31, 2022		1,250,000			-			303,110			327,010			-			167,091			561,611
Interest accretion		-			-			96,985			83,752			-			43,006			187,782
Debt payments		(900,000	)		-			(25,000	)		(25,000	)		-			(12,500	)		(669,330	)		)
Balance - October 31, 2023		350,000			-			375,095			385,762			-			197,597			80,063
Interest accretion		-			-			18,355			15,418			-			3,811			4,769
Debt payments		(350,000	)		-			(4,167	)		(4,167	)		-			(125,000	)		(84,832	)		)
Balance - December 31, 2023		-			-			389,283			397,013			-			76,408			-
Current portion		-			-			348,581			355,369			-			76,408			-
Non-current portion		-			-			40,702			41,644			-			-			-

All values are in US Dollars.

10.1	0% Stated Rate Note Payable to PBIC with Original Principal Amount of $800,000 and Harvest-based Payments (Settled)

On April 14, 2022, the Company purchased indoor growing assets from HSCP (Note 6.1). Purchase consideration included a Secured Promissory Note payable with a principal sum of $1,250,000, of which $500,000 was due on August 1, 2022 and $750,000 was due on May 1, 2023, before amendment of the agreement, which is described below. Collateral for the Secured Promissory Note payable is comprised of the assets purchased.

On August 1, 2022, the terms of the Secured Promissory Note between GR Distribution and HSCP, were amended. As amended, the Secured Promissory Note will be fully settled by two principal amounts of $500,000 and $750,000 due on May 1, 2023. Beginning on August 1, 2022, and continuing until repaid in full, the unpaid portion of the First Principal Amount will accrue simple interest at a rate per annum of 12.5%, payable monthly. In the event the Company raises capital, principal payments shall be made as follows. If the capital raise is less than or equal to $2 million, then 25% of the capital raise shall be paid against the First Principal Payment; if the capital raise is greater than $2 million and less than or equal to $3 million, then $250,000 shall be paid against the First Principal Payment; and if the capital raise is greater than $3 million, then $500,000 shall be paid against the First Principal Payment.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

On May 1, 2023, the terms of the Secured Promissory Note were amended for a second. Under the second amendment, the Secured Promissory Note will be fully settled in two principal amounts. On May 1, 2023, the $500,000 principal payment plus all accrued but unpaid interest under the first amendment was due and payable. The remaining principal balance of $500,000, which bears no interest, is due and payable as follows: $150,000 due and payable on August 1, 2023; $150,000 due and payable on November 1, 2023; and $200,000 due and payable on December 31, 2023. The balance was fully paid during the transition period ended December 31, 2023.

10.2	0% Stated Rate Note Payable to PBIC with Original Principal Amount of $800,000 and Harvest-based Payments (Settled)

On September 9, 2021, the Company entered into the PBIC Note, an unsecured promissory note agreement with PBIC, a formerly related party, in the amount of $800,000, which was to be fully advanced by September 30, 2021. During the year ended October 31, 2022, $100,000 was received (through October 31, 2021 - $600,000). The PBIC Note was to mature on December 15, 2022, with payments commencing January 15, 2022, and continuing through and including December 15, 2022. The terms required the Company to make certain participation payments to the lender based on a percentage monthly sales of cannabis flower sold from the Company’s Harvest (sun-grown A-flower 2021 harvest), less 15% of such amount to account for costs of sales. The percentage was determined by dividing 2,000 by the total volume of pounds of the Harvest, proportionate to principal proceeds. A portion of these payments were to be used to pay down the outstanding principal on a monthly basis. The PBIC Note would have automatically terminated when the full amount of any outstanding principal plus the applicable participation payments were paid prior to the maturity date. Should the participation payments have fully repaid the principal amount prior to the maturity date then the PBIC Note would have automatically terminated. The PBIC Note bore no stated rate of interest, and in the event of default, would have born interest at 15% per annum. The PBIC Note was reported at amortized cost using an effective interest rate of approximately 1.9%.

On June 20, 2022, the Company announced the settlement of the PBIC Note, which had a principal balance owing of $700,000. The Company agreed to transfer its PBIC Shares (the Company’s ownership of 2,362,204 common shares of PBIC), to the Creditor (2766923 Ontario Inc.), to which PBIC sold and assigned the PBIC Note. In exchange, the Creditor provided forgiveness and settlement of all amounts owing in connection with the PBIC Note. The Company reported a gain on debt settlement of $449,684 as a result of the settlement.

10.3	10% Note Payable Owed by Golden Harvests with Original Principal Amount of $250,000

On May 1, 2021, the Company assumed a note payable owed by Golden Harvests (Note 5) with a carrying value of $227,056. The note is for a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 14, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 33%. During the transition period ended December 31, 2023, the Company made principal payments of $4,167 (years ended October 31, 2023, and 2022 - $25,000 each).

10.4	10% Note Payable Owed by GR Distribution with Original Principal Amount of $250,000

On January 27, 2021, debt was issued by GR Distribution with a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 27, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. During the transition period ended December 31, 2023, the Company made principal payments of $4,167 (years ended October 31, 2023, and 2022 - $25,000 each).

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

10.5	10% Note Payable Owed by GR Gardens with Original Principal Amount of $150,000 (SETTLED)

On December 2, 2020, debt was issued by GR Gardens with a principal amount of $150,000, interest accrued at 10% per annum, and a maturity date of December 31, 2021. Interest and principal are payable upon maturity. The maturity date was extended by six-months for a fee of $1,000 per $10,000 of principal extended, which was $75,000. The balance was fully paid during the year ended October 31, 2022.

10.6	10% Note Payable Owed by GR Distribution with Original Principal Amount of $125,000

On November 23, 2020, debt was issued by GR Distribution with a principal amount of $125,000, interest paid monthly at 10% per annum, and a maturity date of November 23, 2023. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $125,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. During the transition period ended December 31, 2023, the Company made principal payments of $125,000 (years ended October 31, 2023, and 2022 - $12,500 each).

10.7	0% Stated Rate Note Payable by Canopy with Original Principal Amount of $60,000 and Royalty Payments to Lenders

On March 20, 2020, debt with a principal amount of $600,000 was received under a secured debt investment of $600,000. It carries a two-year term, with monthly payments of principal commencing June 15, 2020, and with payments calculated at 1% of cash sales receipts of Golden Harvests. Once the principal is repaid, each investor receives a monthly royalty of 1% per $100,000 invested of cash receipts for sales by Golden Harvests. The royalty commenced in December 2021, at which time principal was repaid, and is payable monthly a period of two years. The royalty maximum is two times the amount of principal invested, and the royalty minimum is equal to the principal loaned. The Company has the right, but not the obligation, to terminate royalty payments from any lender by paying an amount equal to the original principal invested by such lender. The debt is reported at the carrying value of the probability-weighted estimated future cash flows of all payments under the agreement at amortized cost using the effective interest method, at an effective interest rate of approximately 73%. A portion of this debt is due to related parties (Note 17.4). During the years ended October 31, 2023, and 2022, the Company made principal payments of $669,330 and $520,303, respectively. During the transition period ended December 31, 2023, the balance was fully paid.

10.8	Accrued Interest Payable

Accrued interest payable on long-term debt at December 31, 2023 was $Nil (October 31, 2023 and 2022 - $Nil).

11.	CONVERTIBLE DEBENTURES

---	---	---	---	---	---	---
Movement in convertible debt	Note 11.1		Note 11.2		Total
Balance - October 31, 2022
Additions to debt
Derivative liability recognition		)		)		)
Debt settlement through conversion of shares (Note 11.1.1)		)				)
Interest accretion
Debt payments		)		)		)
Balance - October 31, 2023
Interest accretion
Debt payments		)		)		)
Balance - December 31, 2023
Current portion
Non-current portion

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

11.1	9% Convertible Debentures with Original Principal Amount of $2,000,000

On December 5, 2022, the Company announced the closing of a non-brokered private placement of the December Convertible Debentures with an aggregate principal amount of $2,000,000. The December Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 36 months from the date of issue. The December Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.20 per common share. Additionally, on closing, the Company issued to the Purchasers of the December Convertible Debentures an aggregate of 6,716,499 Warrants, that represents 50% coverage of each Purchaser’s Convertible Debenture investment. The December Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of $0.25 CAD per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the CSE is CAD$0.40 or higher for a period of 10 consecutive trading days. Subsequent to the consolidated statements of financial position dated December 31, 2023, the Company issued the notice of acceleration dated March 1, 2024, required by the warrant certificates governing the December Warrants, which accelerated the expiry date to 90 days from the date of note. See subsequent event in note 26.3.

11.1.1	Debt Settlement Through Conversion of Shares

The conversion feature of the December Convertible Debentures gives rise to the derivative liability reported on the statements of financial position at December 31, 2023. The derivative liability is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the derivative liability at December 31, 2023, was estimated to be $439,860 (October 31, 2023 - $490,195; October 31, 2022 - $Nil) using the following assumptions:

Expected dividend yield	Nil
Risk-free interest rate	3.91%
Expected life	1.92 years
Expected volatility	94%
11.2	9% Convertible Debentures with Original Principal Amount of $5,000,000
---	---

On July 13, 2023, the Company announced the closing of a non-brokered private placement of unsecured the July Convertible Debentures with an aggregate principal amount of $5,000,000. The Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 48 months from the date of issue. The July Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.24 per common share, at any time on or prior to the maturity date. Additionally, on closing, the Company issued to the Subscribers of the July Convertible Debentures an aggregate of 13,737,500 July Warrants, that represents one-half of one warrant for each CAD$0.24 of Principal amount subscribed. The July Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of CAD$0.28 per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the CSE is CAD$0.40 or higher for a period of 10 consecutive trading. Subsequent to the consolidated statements of financial position dated December 31, 2023, the Company issued the notice of acceleration dated March 1, 2024, required by the warrant certificates governing the July Warrants, which accelerated the expiry date to 90 days from the date of notice. See subsequent event in note 26.3.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

The conversion feature of the July Convertible Debentures gives rise to the derivative liability reported on the statements of financial position at December 31, 2023. The derivative liability is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the derivative liability at December 31, 2023, was estimated to be $5,824,496 (October 31, 2023 - $6,053,927; October 31, 2022 - $Nil) using the following assumptions:

Expected dividend yield	Nil
Risk-free interest rate	3.25%
Expected life	3.53 years
Expected volatility	98%
11.2.1	9% Convertible Debentures with Original Principal Amount of $1,000,000
---	---

On August 17, 2023, the Company announced that it had closed the second and final tranche of a non-brokered private placement of unsecured convertible debentures for gross proceeds of $1,000,000 (the August Convertible Debentures), for a total aggregate principal amount under both tranches of $6,000,000 with the July Convertible Debentures. Additionally, on closing, the Company issued to Subscribers under the second tranche an aggregate of 2,816,250 common share purchase warrants. The terms of the August Convertible Debentures and warrants issued as part of this second tranche are the same as those issued in the July Convertible Debentures and July Warrants.

Subsequent to the consolidated statements of financial position dated December 31, 2023, the Company issued the notice of acceleration dated March 1, 2024 required by the warrant certificates governing the August Warrants, which accelerated the expiry date to 90 days from the date of notice. See subsequent event in note 26.3.

The conversion feature of the August Convertible Debentures gives rise to the derivative liability reported on the statements of financial position at December 31, 2023. The derivative liability is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the derivative liability at December 31, 2023, was estimated to be $1,264,378 (October 31, 2023 - $1,264,378; October 31, 2022 - $Nil) using the following assumptions:

Expected dividend yield	Nil
Risk-free interest rate	3.25%
Expected life	3.63 years
Expected volatility	99%
12.	SHARE CAPITAL AND SHARES ISSUABLE
---	---

The Company is authorized to issue an unlimited number of common shares at no par value and an unlimited number of preferred shares issuable in series.

During the transition period ended December 31, 2023, no share transactions occurred.

During the year ended October 31, 2023, the following share transactions occurred:

12.1	200,000 Common Shares Issued to Settle Shares Issuable

On January 10, 2023, the Company issued 200,000 common shares with an aggregate fair value of $35,806, which was reported as issuable as at October 31, 2022, which represented a portion of consideration for the acquisition of Golden Harvests (Note 5).

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

12.2	10,151,250 Common Shares Issued to Settle Convertible Debentures

On July 13, 2023, the Company issued 10,151,250 common shares with an aggregate fair value of $2,428,656, as holders opted to convert their convertible debentures (Note 11.1.1).

12.3	1,022,025 Common Shares Issued to Settle Convertible Debentures

On August 30, 2023, the Company issued 1,022,025 common shares with an aggregate fair value of $270,133, as holders opted to convert their convertible debentures.

During the year ended October 31, 2022, the following share transactions occurred:

12.4	529,335 Common Shares Issued to Employees, Directors, and/or Consultants

The Company issued 529,335 common shares with a fair value of $59,796 for employment compensation, director services and consulting services.

12.5	13,166,400 Common Shares Issued in Private Placement for Proceeds of $1,300,000

On December 9, 2021, the Company closed the Private Placement, a non-brokered private placement of common shares, for total gross proceeds of $1,300,000 (CAD$1,645,800). The Private Placement resulted in the issuance of 13,166,400 common shares of Grown Rogue at a purchase price of CAD$0.125 per share. All common shares issued pursuant to the Private Placement were subject to a hold period of four months and one day. The CEO of Grown Rogue invested $300,000 in the Private Placement and received 3,038,400 common shares of the Company.

During the year ended October 31, 2021, the following share transactions occurred:

12.6	The Company issued 534,294 common shares with a fair value of $95,294 for employment compensation, director services and consulting services.
12.7	On February 5, 2021, the Company closed a non-brokered private placement of an aggregate total of 10,231,784 common shares with a fair value of $1,225,000. The private placement was raised in two tranches. In the first tranche, 2,031,784 common shares were issued for proceeds of $200,000. In the second tranche, 8,200,000 common shares and 8,200,000 warrants to purchase one common share were issued for proceeds of $1,025,000. All proceeds of the private placement were allocated to share capital, and costs of $15,148 incurred for this private placement were allocated to share capital.
---	---
12.8	The Company issued 25,000 shares with a fair value of $2,103 in order to extend an option payment as part of the Company’s acquisition of Golden Harvests (Note 8).
---	---
12.9	On January 14, 2021, the Company agreed to issue 400,000 shares with a fair value of $36,310 to a lender of Golden Harvests to support Golden Harvests’ business development.
12.10	The Company issued 600,000 common shares with an aggregate fair value of $107,461 to make payments towards the acquisition of Golden Harvests. Of the 600,000 common shares issued, 400,000 common shares were issued to satisfy milestone payments, and 200,000 common shares were issued to extend the due date of a milestone payment.
---	---
12.11	On March 5, 2021, The Company announced the completion of a brokered private placement offering through the issuance of an aggregate of 21,056,890 special warrants (each a “Special Warrant”), before the adjustment to 23,162,579 Special Warrants described below, at a price of CAD$0.225 (the “Issue Price”) per Special Warrant for aggregate gross proceeds of approximately $3,738,564 (CAD$4,737,800) (the “Offering”). Each Special Warrant entitled the holder thereof to receive, for no additional consideration, one unit of the Company (each, a “Unit”) on the exercise or deemed exercise of the Special Warrant. Each Unit was comprised of one common share of the Company and one warrant to purchase one common share of the Company. Each Special Warrant entitled the holder to receive upon the exercise or deemed exercise thereof, at no additional consideration, 1.10 Units (instead of one (1) Unit), if the Company had not received a receipt for a final short form prospectus qualifying distribution of the common shares and warrants (the “Qualifying Prospectus”) from the applicable securities regulatory authorities (the “Securities Commissions”) on or before April 5, 2021.
---	---

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Each Special Warrant was to be deemed exercised on the date that was the earlier of: (i) the date that was three (3) days following the date on which the Company obtained receipt from the Securities Commissions for the Qualifying Prospectus underlying the Special Warrants and (ii) July 6, 2021. The Company obtained receipt for the Qualifying Prospectus on April 26, 2021. Accordingly, on April 30, 2021, the Company issued 23,162,579 Units, comprised of 23,162,579 common shares and 23,162,579 warrants to purchase one common share. The warrants entitle the holder to purchase one common share at an exercise price of CAD$0.30 for a period of two years.

Proceeds of $3,738,564 and expenses of $485,722 were allocated to share capital; also allocated to share capital were the expenses for fair value of Agent Warrants of $210,278.

12.12	The holders of convertible debentures converted an aggregate total of convertible debenture principal of $1,042,951 (CAD$1,311,111) at CAD$0.125 per share into 10,488,884 common shares with an aggregate fair value of $916,290. The value of derivative liabilities settled with the conversions allocated to equity was $1,833,731.
13.	WARRANTS
---	---

The following table summarizes the warrant activities for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022 and 2021:


Balance - October 31, 2020	44,158,331
Issuance pursuant to private placement	8,200,000
Issuance pursuant to the Offering	23,162,579
Expiration of broker warrants	(757,125	)	)
Expiration of warrants	(17,843,998	)
Balance - October 31, 2021	56,919,787
Expiration of warrants pursuant to convertible debt deemed re-issuance	(8,409,091	)
Expiration of warrants issued pursuant to private placement to PBIC	(15,000,000	)
Balance - October 31, 2022	33,510,696
Issuance pursuant to the December Convertible Debentures (Note 11.1)	6,716,499
Issuance pursuant to the July Convertible Debentures (Note 11.2)	13,737,500
Issuance pursuant to the August Convertible Debentures (Note 11.2.1)	2,816,250
Issued pursuant to the Consulting Agreement with Goodness Growth (Note 13.2)	8,500,000
Expiration of warrants pursuant to Feb 2021 subscription	(8,200,000	)
Expiration of warrants pursuant to the Offering (Special warrant issue)	(23,162,579	)
Expiration of warrants pursuant to terminate purchase agreement	(2,148,117	)
Balance – December 31, and October 31, 2023	31,770,249

All values are in US Dollars.

At December 31, 2023, the following warrants were issued and outstanding:

		Expiry date
6,716,499	1.92	December 2, 2025
13,737,500	2.53	July 13, 2026
2,816,250	2.63	August 17, 2026
8,500,000	4.77	October 05, 2028
31,770,249	3.01

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

13.1	Agent Warrants

On March 5, 2021, as consideration for the services rendered by the agent (the “Agent”) to a brokered placement of special warrants (the “Offering”), the Company issued to the Agent an aggregate of 1,127,758 broker warrants of the Company (the “Broker Warrants”) exercisable to acquire 1,127,758 compensation options (the “Compensation Options”) for no additional consideration. As consideration for certain advisory services provided in connection with the Offering, the Company issued to the Agent an aggregate of 113,500 advisory warrants (the “Advisory Warrants”) exercisable to acquire 113,500 Compensation Options for no additional consideration. The Broker Warrants and Advisory Warrants are collectively referred to as the “Agent Warrants.”

Each Compensation Option entitles the holder thereof to purchase one unit of the Company (a “Compensation Unit”) at the Issue Price of CAD$0.225 for a period of twenty-four (24) months. Each Compensation Unit is comprised of one common share and one common share purchase warrant of the Company (a “Compensation Warrant”). Each Compensation Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company at a price of CAD$0.30 for twenty-four (24) months. The Agent Warrants expired on March 5, 2023.

13.2	Goodness Growth Consulting Agreement

The Consulting Agreement with Goodness Growth was executed as of May 24, 2023, whereby GR Unlimited will support Goodness Growth in the optimization of its cannabis flower products, with a particular focus on improving the quality and yield of top-grade “A” cannabis flower across its various operating markets, starting with Maryland and Minnesota (Note 2.5.1).

As part of this strategic agreement, Goodness Growth is obligated to issue 10,000,000 warrants to purchase 10,000,000 subordinate voting shares of Goodness Growth to the Company, with a strike price equal to CAD$0.317 (U.S.$0.233), being a 25.0 percent premium to the 10-day VWAP of Goodness Growth’s subordinate voting shares prior to the effective date of the Consulting Agreement. Similarly, the Company will issue 8,500,000 warrants to purchase 8,500,000 common shares of the Company to Goodness Growth, with a strike price equal to CAD$0.225 (U.S.$0.166), being a 25.0 percent premium to the 10-day VWAP of the Company’s common shares prior to the effective date of the Consulting Agreement.

The Company first measured and recognized the fair value ($1,232,253) of the warrants using a Black-Scholes option pricing model as of the warrants’ deemed issuance date, which was the effective date of the Consulting Agreement (May 24, 2023). The Company and Goodness Growth issued and exchanged the warrants on October 5, 2023, at which time the carrying value ($1,232,253) of the warrants issued and received was recorded to equity and Warrants Asset, respectively.

The Warrants Asset is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the Warrants Asset at December 31, 2023, was estimated to be $1,761,382 (October 31, 2023 - $1,361,366; October 31, 2022 - $Nil) using the following assumptions:

Expected (strike) price	0.317
Risk-free interest rate	3.25%
Expected life	4.77 years
Expected volatility	99%

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

14.	STOCK OPTIONS

The following table summarizes the stock option movements for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021:


Balance - October 31, 2020	3,720,000
Granted to employees	3,085,000
Forfeitures by services providers	(65,000	)
Forfeitures by employees	(965,000	)
Forfeitures by employees	(10,000	)
Balance - October 31, 2021	5,765,000
Granted to employees	605,000
Forfeitures by service provider	(500,000	)
Forfeitures by employees	(960,000	)
Balance - October 31, 2022	4,910,000
Granted to employees	3,650,000
Granted to employees	400,000
Granted to service providers	2,750,000
Expiration of options to employees	(430,000	)
Expiration of options to employees	(75,000	)
Balance - October 31, 2023	11,205,000
Granted to employees	100,000
Granted to service providers	500,000
Expiration of options to employees	(5,000	)
Balance - December 31, 2023	11,800,000

All values are in US Dollars.

14.1	During the transition period ended December 31, 2023, 600,000 options were granted to employees and service providers.

The fair value of the options granted during the transition period ended December 31, 2023, was approximately $112,078 (CAD$148,466), which was estimated at the grant dates based on the Black-Scholes option pricing model, using the following assumptions:

Expected dividend yield	Nil%
Risk-free interest rate	4.56%
Expected life	4.0 years
Expected volatility	86%

The vesting terms of options granted during the transition period ended December 31, 2023, are set out in the table below:

Vesting terms<br>Number Granted		Description
	100,000	50% on one year anniversary of grant date, 50% on second anniversary of grant date
	500,000	Monthly over a year
	600,000

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

14.2	During the year ended October 31, 2023, 6,800,000 options were granted to employees.

The fair value of the options granted during the year ended October 31, 2023, was approximately $450,325 (CAD$611,439), which was estimated at the grant dates based on the Black-Scholes option pricing model, using the following assumptions:

Expected dividend yield	Nil%
Risk-free interest rate	3.89%
Expected life	4.0 years
Expected volatility	86%

The vesting terms of options granted during the year ended October 31, 2023, are set out in the table below:

Vesting terms<br>Number Granted		Description
	200,000	1/3 on each anniversary of grant date
	200,000	50% on one year anniversary of grant date, 50% on second anniversary of grant date
	400,000	Fully vested on grant date
	6,000,000	Vest on one year anniversary of grant date
	6,800,000
14.3	During the year ended October 31, 2022, 605,000 options were granted to employees.
---	---

The fair value of the options granted during the year ended October 31, 2022, was approximately $23,260 (CAD$29,924) which was estimated at the grant dates based on the Black-Scholes option pricing model, using the following assumptions:

Expected dividend yield	Nil%
Risk-free interest rate	2.2%
Expected life	4.0 years
Expected volatility	86%

The vesting terms of options granted during the year ended October 31, 2022, are set out in the table below:

Vesting terms<br>Number Granted		Description
	300,000	50% on one year anniversary of grant date, 50% on second anniversary of grant date
	100,000	Fully vested on grant date
	205,000	Vest on one year anniversary of grant date
	605,000
14.4	During the year ended October 31, 2021, 3,805,000 options were granted to employees.
---	---

The fair value of the options granted during the year ended October 31, 2021, was approximately $272,918 (CAD$343,034) which was estimated at the grant dates based on the Black-Scholes option pricing model, using the following assumptions:

Expected dividend yield	Nil%
Risk-free interest rate	2.2%
Expected life	4.0 years
Expected volatility	86%

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

The vesting terms of options granted during the year ended October 31, 2021, are set out in the table below:

Vesting terms<br>Number Granted		Description
	500,000	½ on grant date, ½ on first anniversary of grant date
	1,000,000	½ on grant date, ½ seven months after grant date
	500,000	½ six months after grant date, ½ on first anniversary of grant date
	450,000	⅓ on each anniversary of grant date
	400,000	½ on first anniversary of grant date, ½ of anniversary of grant date
	235,000	On first anniversary of grant date
	3,085,000

At December 31, 2023, the following Stock Options were issued and outstanding:

			Expiry period
1,840,000	1,777,500	0.5	July 2024
200,000	200,000	0.9	November 2024
1,000,000	850,000	1.3	April 2025
1,150,000	1,150,000	1.4	May 2025
85,000	85,000	1.8	November 2025
300,000	150,000	2.3	April 2026
6,225,000	400,000	3.0	January 2027
400,000	-	3.7	September 2027
600,000	41,666	3.9	November 2027
11,800,000	4,654,166	2.3

All values are in US Dollars.

15.	CHANGES IN NON-CASH WORKING CAPITAL

The changes to the Company’s non-cash working capital for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021 are as follows:



Accounts receivable		)	)	)
Inventory and biological assets	)	)	)	)
Prepaid expenses and other assets	)	)		)
Accounts payable and accrued liabilities	)		)	)
Interest payable			)
Unearned revenue		)	)
Deferred rent				)
Income taxes payable
Total	)	)	)	)

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

16.	SUPPLEMENTAL CASH FLOW DISCLOSURE
	December 31, 2023	October 31, 2023	October 31, 2022	October 31, 2021
---	---	---	---	---

Interest paid
Fair value of common shares issued and issuable for services
Fair value of common shares issued to Golden Harvests
Fair value of common shares issued to Golden Harvests creditor
Right-of-use assets acquired through leases (Note 7)
Conversion of debenture into common shares
Derivative liability recognized as contributed surplus upon debenture conversion
Note payable to HSCP used to acquire assets (Note 10.1)

All values are in US Dollars.

17.	RELATED PARTY TRANSACTIONS

During the transition period ended December 31, 2023 and the years ended October 31, 2023, 2022, and 2021, the Company incurred the following related party transactions:

17.1	Transactions with the CEO

Through its wholly owned subsidiary, GRU Properties, LLC, the Company leased a property located in Trail, Oregon (“Trail”) owned by the Company’s President and CEO. The lease was extended during the year ended October 31, 2021, with a term through December 31, 2025. Lease charges of $24,000 were incurred for the transition period ended December 31, 2023 (October 31, 2023 - $72,000; October 31, 2022 – $72,000; October 31, 2021 - $72,000). The lease liability balance for Trail at December 31, 2023, was $129,401 (October 31, 2023 - $139,014; October 31, 2022 - $193,312).

During the year ended October 31, 2021, the Company leased a property which is beneficially owned by the CEO and is located in Medford, Oregon (“Lars”) with a term through June 30, 2026. Lease charges of $31,827 (October 31, 2023 - $190,035; October 31, 2022 - $184,500; October 31, 2021 - $60,000) were incurred for the transition period ended December 31, 2023. The lease liability for Lars at December 31, 2023, was $445,708 (October 31, 2023 - $470,134; October 31, 2022 - $607,900).

During the year ended October 31, 2021, the CEO leased equipment to the Company, which had a balance due of $nil at December 31, 2023 (October 31, 2023 – $nil). Payments of $nil were made against the equipment leases during the year ended October 31, 2023 (October 31, 2023 - $9,971; October 31, 2022 - $28,871; October 31, 2021 - $17,802).

Leases liabilities payable to the CEO were $575,109 in aggregate at December 31, 2023 (October 31, 2023 - $609,148; October 31, 2022 - $810,645).

The CEO earns a royalty of 2.5% of sales of flower produced at Trail through December 31, 2021, at which time the royalty terminated. The CEO earned royalties of $nil during the transition period ended December 31, 2023 and the year ended October 31, 2023 (October 31, 2022 - $305; October 31, 2021 - $19,035).

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

During the year ended October 31, 2022, the Company settled $62,900 in long-term liabilities due to the CEO as part of the CEO’s total $300,000 subscription to a non-brokered private placement of common shares (Note 12.3). During the year ended October 31, 2021, the Company settled $162,899 in long-term accrued liabilities due to the CEO by way of a payment of $62,899 and $100,000 attributed to the CEO’s subscription to a non-brokered private placement on February 5, 2021.

During the year ended October 31, 2023, the Company, through GR Unlimited, acquired 87% of the membership units of Canopy from the CEO. All payments necessary for GR Unlimited to exercise its option to acquire 87% of Canopy were equal to payments made by Canopy to purchase a controlling 60% interest of Golden Harvests.

17.2	Transactions with Spouse of the CEO

During the transition period ended December 31, 2023, the Company incurred expenses of $24,039 (October 31, 2023 - $98,846; October 31, 2022 - $60,000’ October 31, 2021 - $58,020) for salary paid to the spouse of the CEO. At December 31, 2023, accounts and accrued liabilities payable to this individual were $3,846 (October 31, 2023 - $2,692; October 31, 2022 - $1,154). The spouse of the CEO was granted 500,000 options during the year ended October 31, 2023.

17.3	Transactions with Key Management Personnel

Key management personnel consists of the President and CEO; the Senior Vice President of GR Unlimited (formerly the CFO of GR Unlimited); the former Chief Market Officer (“CMO”); the former Chief Operating Officer (“COO”)*; the Chief Accounting Officer (“CAO”)**; the Michigan General Manager (“GM”); and the CFO of the Company. The compensation to key management is presented in the following table:

	December 31, 2023	October 31, 2023	October 31, 2022	October 31, 2021

Salaries and consulting fees
Share-based compensation
Stock option expense
Total

All values are in US Dollars.

*	COO was appointed subsequent to April 30, 2021, and was paid and compensated prior to appointment; compensation for the year ended October 31, 2021, is included in the table above for comparability to past and ongoing expenses. COO’s final date of employment was December 27, 2021.
**	CAO was promoted to CFO in September 2021.

Stock options granted to key management personnel and close family members of key management personnel include the following. During the transition period ended December 31, 2023, no options were granted to key management personnel. During the year ended October 31, 2023, 1,500,000 options were granted to the CEO; 750,000 options were granted to the CFO; 750,000 options were granted to the SVP; and 175,000 options to the GM. During the year ended October 31, 2022, no options were granted to key management personnel. During the year ended October 31, 2021: 500,000 options were granted to the COO, which expired following the COO’s resignation. Subsequent to the two months ended December 31, 2023, options of 1,500,000 were exercised into common shares by the SVP.

During the year ended October 31, 2023, 1,250,000 stock options were granted to three Board of Directors.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

During the year ended October 31, 2023, the SVP purchased December Convertible Debentures with a principal balance of $50,000 and was issued 167,912 December Warrants. Subsequent to the two months ended December 31, 2023, the SVP converted the $50,000 convertible debentures and exercised the 167,912 December Warrants. This resulted in the issuance of 336,775 common shares at a price of CAD$0.20 per share in accordance with the December Convertible Debenture, in addition to the issuance of 167,912 common shares at an exercise price of $0.25 CAD per common share upon the exercise of the December Warrants.

During the year ended October 31, 2023, the Company issued 200,000 shares to the GM, which represented a portion of consideration for the acquisition of Golden Harvests (Note 5 and 12.1).

Compensation to the Board of Directors during the transition period ended December 31, 2023 was $3,000 (October 31, 2023 - $18,000; October 31, 2022 - $18,000 and common share issuances of 273,750 common shares with a fair value of $20,562; October 31, 2021 - fees of $18,000 and common share issuances of 100,908 common shares with a fair value of $14,187).

Through its subsidiary, Golden Harvests, the Company leased Morton, owned by the Company’s GM, and is located in Michigan, with a lease term through January 2026. Lease charges of $32,000 (October 31, 2023 - $180,000; October 31, 2022 - $152,000) were incurred during the transition period ended December 31, 2023. The lease liability of Morton at December 31, 2023 was $350,668 (October 31, 2023 - $377,043; October 31, 2022 - $428,476).

Through its subsidiary, Golden Harvests, the Company also leased Morton Annex, located in Michigan, which is owned by the Company’s GM. The lease term was extended during the year ended October 31, 2023, through November 2023. Lease charges of $330,000 (October 31, 2023 - $740,000; October 31, 2022 - $330,000) were incurred during the transition period ended December 31, 2023. The lease liability of Morton Annex at December 31, 2023, was $239,871 (October 31, 2023 - $29,774; October 31, 2022 - $211,991).

Accounts payable, accrued liabilities, and lease liabilities due to key management at October 31, 2023, totaled $1,230,808 (October 31, 2023 - $1,118,763; October 31, 2022 - $1,587,700).

17.4	Debt balances and movements with related parties

The following table sets out portions of debt pertaining to related parties:



Balance - October 31, 2021
Interest
Payments	)	)	)	)	)	)
Balance - October 31, 2022
Interest
Payments	)	)	)		)	)
Balance - October 31, 2023
Interest
Payments	)	)	)		)	)
Balance - December 31, 2023

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Pursuant to the loan and related agreements transacted during the year ended October 31, 2020, the CEO, CFO of GR Unlimited LLC, and a director obtained 5.5%; 1%; and 2.5% ownership interests in GR Michigan LLC, respectively; third parties obtained 4% as part of the agreements, such that GR Michigan has a 13% non-controlling interest (Note 23.2). These parties, except the CEO, obtained the same interests in Canopy; the CEO obtained 92.5% of Canopy (Note 23.3); all payments necessary for the Company to exercise its option to acquire 87% of Canopy were equal to payments made by Canopy to purchase a controlling 60% interest of Golden Harvests. Interest payments of $10,800 were made on the business acquisition consideration payable of $360,000 for the two months ended December 31, 2023 ($59,400 for the year ended October 31, 2023). (Alse see Note 5.1).

17.5	On November 23, 2020, a director, prior to his directorship, purchased 6.25 newly issued equity units of Grown Rogue Distribution, LLC for $250,000, out of the total of 11.875 such units issued during the year ended October 31, 2021. On April 30, 2021, the Company purchased these units for consideration of 1,953,125 common shares with a fair value of $349,809.
17.6	Related party subscriptions to February 5, 2021, non-brokered private placement
---	---

The following table sets out related party subscriptions to the February 5, 2021, non-brokered private placement:


Chief Operating Officer	1,000,000	1,000,000
Chief Financial Officer of GR Unlimited	2,000,000	2,000,000
Chief Executive Officer	1,600,000	1,600,000
PBIC	2,000,000	2,000,000
Total	6,600,000	6,600,000

All values are in US Dollars.

17.7	On March 5, 2021, under the Offering, PBIC invested proceeds of $394,546 which resulted in the issuance to PBIC of 2,444,444 common shares and 2,444,444 warrants to purchase common shares. Each warrant is exercisable at CAD$0.30 for a period of two years.
18.	FINANCIAL INSTRUMENTS
---	---
18.1	Market Risk (Including Interest Rate Risk and Currency Risk)
---	---

Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk reflects interest rate risk, currency risk and other price risks.

18.1.1	Interest Rate Risk

At December 31, and October 31, 2023, the Company’s exposure to interest rate risk relates to long-term debt, convertible promissory notes, and finance lease obligations, but its interest rate risk is limited as the aforementioned financial instruments are fixed interest rate instruments.

18.1.2	Currency Risk

At December 31, 2023, the Company had accounts payable and accrued liabilities of CAD$155,679 (October 31, 2023 – CAD$190,169; October 31, 2022 - CAD$616,345). The Company is exposed to the risk of fluctuation in the rate of exchange between the Canadian Dollar and the United States Dollar.

18.1.3	Other Price Risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign currency risk and a change in the price of cannabis. The Company is not exposed to significant other price risk.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

18.2	Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation.

Credit risk to the Company is derived from cash and trade accounts receivable. The Company places its cash in deposit with United States financial institutions. The Company has established a policy to mitigate the risk of loss related to granting customer credit by primarily selling on a cash-on-delivery basis.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the FDIC up to $250,000. At December 31, and October 31, 2023, the Company had $6,054,579 and $8,108,247 in excess of the FDIC insured limit, respectively.

Accounts receivable primarily consist of trade accounts receivable and sales tax receivable. The Company provides credit to certain customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. Credit risk is assessed on a case-by-case basis and a provision is recorded where required.

The carrying amount of cash, accounts receivable, and other receivables represent the Company’s maximum exposure to credit risk; the balances of these accounts are summarized in the following table:

	December 31, 2023	October 31, 2023	October 31, 2022

Cash
Accounts Receivable
Notes Receivable
Total

All values are in US Dollars.

The allowance for doubtful accounts at December 31, 2023, was $373,393 (October 31, 2023 - $165,347).

At December 31, 2023 and October 31, 2023 and 2022, the Company’s trade accounts receivable and other receivable were aged as follows:



Current
1-30 days
31 days-older
Total trade accounts receivable
GST /HST
Provision for bad debts	)	)	)
Total accounts receivable

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. During the transition period ended December 31, 2023, there was no major customer that accounted for greater than 10% of revenues (October 31, 2023 – no major customer accounted for over 10% of revenues; October 31, 2022 – one major customer accounted for 14% of revenues). There was one customer with an accounts receivable balance greater than 10% at December 31, 2023, in which the balance of the customer comprised 11% of the total accounts receivable balance (October 31, 2023 and 2022 – nil).

18.3	Liquidity Risk

Liquidity risk is the risk that an entity will have difficulties in paying its financial liabilities.

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At December 31, 2023, and October 31, 2023 and 2022, the Company’s working capital accounts were as follows:



Cash
Current assets excluding cash
Total current assets
Current liabilities	)	)	)
Working capital

All values are in US Dollars.

The contractual maturities of the Company’s accounts payable and accrued liabilities, long-term debt, and lease payable occurs over the next three years as follows:

	Year 1	Over 1 Year- 3 Years	Over 3 Years- 5 Years

Accounts payable and accrued liabilities
Lease liabilities
Convertible debentures
Debt
Business acquisition consideration payable
Total

All values are in US Dollars.

18.4	Fair Values

The carrying amounts for the Company’s cash, accounts receivable, accounts payable and accrued liabilities, amounts due to employee/director, promissory notes and convertible promissory notes approximate their fair values because of the short-term nature of these items.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

18.5	Fair Value Hierarchy

A number of the Company’s accounting policies and disclosures require the measurement of fair value for both financial and nonfinancial assets and liabilities. The Company has an established framework, which includes team members who have overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. The Company regularly assesses significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of the financial instruments at December 31, 2023 are summarized in the following table:

	Level in fair<br>value hierarchy	Amortized Cost		FVTPL
Financial Assets
Cash	Level 1	$	6,804,579	$	-
Accounts receivable	Level 2		1,642,990		-
Warrants asset	Level 1		-		1,761,382
Financial Liabilities
Accounts payable and accrued liabilities	Level 2	$	1,358,962	$	-
Debt	Level 2		862,704		-
Convertible debentures	Level 2		2,459,924
Business acquisition consideration payable	Level 2		360,000		-
Derivative liability	Level 2				7,471,519

The carrying values of the financial instruments at October 31, 2023 are summarized in the following table:

	Level in fair<br>value hierarchy	Amortized Cost		FVTPL
Financial Assets
Cash	Level 1	$	8,858,247	$	-
Accounts receivable	Level 2		2,109,424		-
Warrants asset	Level 1		-		1,361,366
Financial Liabilities
Accounts payable and accrued liabilities	Level 2	$	2,359,750	$	-
Debt	Level 2		1,388,517		-
Convertible debentures	Level 2		2,412,762
Business acquisition consideration payable	Level 2		360,000		-
Derivative liability	Level 2				7,808,500

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

The carrying values of the financial instruments at October 31, 2022 are summarized in the following table:

	Level in fair<br>value hierarchy	Amortized Cost		FVTPL
Financial Assets
Cash	Level 1	$	1,582,384	$	-
Accounts receivable	Level 2		1,643,959		-
Financial Liabilities
Accounts payable and accrued liabilities	Level 2	$	1,821,875	$	-
Debt	Level 2		2,608,822		-
Business acquisition consideration payable	Level 2		360,000		-

During the transition period ended December 31, 2023, and the years ended October 31, 2023 and 2022, there were no transfers of amounts between levels.

19.	GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021, are as follows:

	December 31, 2023	October 31, 2023	October 31, 2022	October 31, 2021

Office, banking, travel, and overheads
Professional services
Salaries and benefits
Total

All values are in US Dollars.

20.	INCOME TAXES

As the Company operates in the legal cannabis industry, certain subsidiaries of the Company are subject to the limits of IRC Section 280E for U.S. federal income tax purposes. Under IRC Section 280E, these subsidiaries are generally only allowed to deduct expenses directly related to the Cost of Goods Sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss recognized for financial reporting purposes.

The Company is treated as a U.S. corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company for Canadian income tax purposes as defined in the ITA. As a result, the Company is subject to taxation both in Canada and the United States. The Company is also subject to state income taxation in various state jurisdictions in the United States. The Company’s income tax is accounted for in accordance with IAS 12 Income Taxes.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022 and 2021, income tax expense consisted of:



Current expense:
Federal
State
Adjustment to prior years provision versus statutory tax returns
Total current expense:
Deferred expense (benefit):
Federal	)	)	)
State	)	)	)
Change in unrecognized deductible temporary differences
Total deferred (benefit):	)
Total income tax expense:

All values are in US Dollars.

The difference between the income tax expense for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021, and the expected income taxes based on the statutory tax rate applied to gain (loss) from operations before taxes are as follows:



Gain (Loss) from operations before taxes		)		)
Statutory tax rates	%	%	%	%
Expected income tax (recovery)		)		)
Change in statutory tax rates and FX rates	)
Nondeductible expenses	)			)
Deferral adjustments		)	)	)
Change in unrecognized deductible temporary differences
Net operating loss		)
Fiscal year to calendar year adjustment			)	)
Adjustment to prior years provision versus statutory tax returns
Total income tax expense:

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

The following tax assets arising from temporary differences and non-capital losses have been recognized in the consolidated financial statements for the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021:



Property, plant and equipment
Inventory
ROU Leases	)	)
Net Operating Loss Carryforward (federal)
Net Operating Loss Carryforward (state)
Net deferred tax assets:

All values are in US Dollars.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income tax liabilities result primarily from amounts not taxable until future periods. Deferred income tax assets result primarily from operating tax loss carry forwards and temporary differences related to property, plant and equipment and inventory, and have been offset against deferred income tax liabilities. As of December 31, 2023, the Company has estimated Canadian non-capital losses of CAD$9,000,490. These Canadian non-capital losses are available to be carried forward, to be applied against the Company’s taxable income earned in Canada over the next 20 years and expire between 2030 and 2042. The deferred tax benefit of these Canadian tax losses has not been set up as an asset as it is not probable that sufficient taxable profits will be available for Canadian tax purposes to realize the carryforward of unused tax losses. Additionally, the deferred tax benefit of capitalized transaction costs and startup costs have not been setup as a deferred tax asset since it is not probable that the Company would be able to realize these deductible temporary differences for U.S. tax purposes.

The Company operates in various U.S. state tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. In accordance with IAS 12, the Company recognizes the benefits of uncertain tax positions in our financial statements only after determining that it is more likely than not that the uncertain tax positions will be sustained. For the transition period ended December 31, 2023, and the years ended October 31, 2023, and 2022, the Company did not record an accrual for uncertain tax positions.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. There are no positions for which it is reasonably possible that the uncertain tax benefit will significantly increase or decrease within twelve months. The Company files income tax returns in the United States, including various state jurisdictions, and in Canada, which remain open to examination by the respective jurisdictions for the 2018 tax year to the present.

U.S. Federal and state tax laws impose restrictions on net operating loss carryforwards in the event of a change in ownership of the Company, as defined by the IRC Section 382. The Company does not believe that a change in ownership, as defined by IRC Section 382, has occurred but a formal study has not been completed.

U.S. Congress passed the Inflation Reduction Act in August 2022. The Company does not anticipate any impact to its income tax provision as a result of the new U.S. legislation.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

21.	CAPITAL DISCLOSURES

The Company includes equity, comprised of share capital, contributed surplus (including the fair value of equity instruments to be issued), equity component of convertible promissory notes and deficit, in the definition of capital.

The Company’s objectives when managing capital are as follows:

○	to safeguard the Company’s assets and ensure the Company’s ability to continue as a going concern;
○	to raise sufficient capital to finance the construction of its production facility and obtain license to produce recreational marijuana; and
---	---
○	to raise sufficient capital to meet its general and administrative expenditures.
---	---

The Company manages its capital structure and makes adjustments to it, based on the general economic conditions, the Company’s short-term working capital requirements, and its planned capital requirements and strategic growth initiatives.

The Company’s principal source of capital is from the issuance of common shares. In order to achieve its objectives, the Company expects to spend its working capital, when applicable, and raise additional funds as required.

The Company does not have any externally imposed capital requirements.

22.	SEGMENT REPORTING

Geographical information relating to the Company’s activities is as follows:

Geographical segments	Oregon	Michigan	Other	Services	Total

Non-current assets other than financial instruments
At December 31, 2023
At October 31, 2023
At October 31, 2022
Two months ended December 31, 2023
Net revenue
Gross profit
Gross profit before fair value adjustment
Year ended October 31, 2023
Net revenue
Gross profit
Gross profit before fair value adjustment
Year ended October 31, 2022
Net revenue
Gross profit
Year ended October 31, 2021
Net revenue
Gross profit

All values are in US Dollars.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

23.	NON-CONTROLLING INTERESTS

The changes to the non-controlling interest for the two months ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021, and are as follows:



Balance, beginning of year			)
Non-controlling interest’s 13% share of GR Michigan
Non-controlling interest’s 100% share of Canopy	)	)
Acquisition of 87% of Canopy	)
Balance, end of year

All values are in US Dollars.

23.1	Non-controlling interest in GR Michigan

The following is summarized financial information for GR Michigan:

	December 31, 2023	October 31, 2023	October 31, 2022	October 31, 2021

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net loss for the year

All values are in US Dollars.

Nine percent (9%) of GR Michigan is owned by officers and directors of the Company; this ownership is pursuant to an agreement that included their loans made to GR Michigan (Note 17.4), and 4% of GR Michigan owned by a third party. The total non-controlling ownership, including ownership by officers and directors, is 13%.

23.2	Non-controlling interest in Canopy

The following is summarized financial information for Canopy, reflecting consolidation of Golden Harvests, of which Canopy is a 60% owner:



Current assets
Non-current assets
Current liabilities
Non-current liabilities
Advances due to parent
Net income (loss) for the year	)	)

All values are in US Dollars.

In January of 2023, GR Unlimited exercised its option to acquire 87% of the membership units of Canopy from the CEO. Prior to this, ninety-six percent (96%) of Canopy was owned by officers and directors of the Company, and four percent (4%) was owned by a third party. Ownership by officers and directors, excluding the CEO, was pursuant to agreements which caused their ownership of Canopy to be equal to their ownership in GR Michigan (Note 23.2), which total 3.5%. The CEO owned 92.5% of Canopy, which was analogous to the CEO’s 5.5% ownership of GR Michigan, and an additional 87% of Canopy, which was and is equal to the Company’s 87% ownership of GR Michigan. Following GR Unlimited’s acquisition of 87% of the membership units of Canopy in January of 2023, Canopy became owned 87% by GR Unlimited; 7.5% by officers and directors; and 5.5% by the CEO.

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Grown Rogue International Inc.

Notes to the Consolidated Financial Statements

For the transition period ended December 31, 2023, and the years ended October 31, 2023, 2022, and 2021

Expressed in United States Dollars, unless otherwise indicated

24.	LEGAL MATTERS

On September 22, 2022, the SEC issued an Order Instituting Proceedings pursuant to Section 12(j) of the 1934 Act, against the Company alleging violations of the 1934 Act, as amended, and the rules promulgated thereunder, by failing to timely file periodic reports. Section 12(j) authorizes the SEC as it deems necessary or appropriate for the protection of investors to suspend for a period not exceeding 12 months, or to revoke, the registration of a security if the SEC finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of the 1934 Act, as amended, or the rules promulgated thereunder. The Company has filed an answer to the Order Instituting Proceedings and is seeking a hearing in the matter. The Company is currently fully compliant with all of their filings, is vigorously defending itself in the matter, and is preparing to re-register its security if necessary.

25.	TRANSITION PERIOD COMPARATIVE DATA

As discussed in Note 2.4, the Company’s Transition Report includes financial information for the two months ended December 31, 2023, and the years ended October 31, 2023, 2022 and 2021. The consolidated statements of financial position, the consolidated statements of comprehensive income (loss), the consolidated statements of changes in equity and the consolidated statements of cash flows for the two months ended December 31, 2023, and 2022, are summarized below. All data for the two months ended December 31, 2022, was derived from the Company’s unaudited consolidated financial statements.

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

ASSETS
Current assets
Cash
Accounts receivable
Biological assets
Inventory
Prepaid expenses and other assets
Total current assets
Property and equipment
Notes receivable
Warrants asset
Intangible assets and goodwill
Deferred tax assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities
Current portion of lease liabilities
Current portion of long-term debt
Business acquisition consideration payable
Unearned revenue
Derivative liability
Income tax payable
Total current liabilities
Lease liabilities
Long-term debt
Convertible debentures
TOTAL LIABILITIES
EQUITY
Share capital
Shares issuable
Contributed surplus
Accumulated other comprehensive loss	)	)
Accumulated deficit	)	)
Equity attributable to shareholders
Non-controlling interest
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY

All values are in US Dollars.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)	Two months ended<br> December 31,
	2023		2022

Revenue
Product sales
Service revenue
Total revenue
Cost of goods sold
Cost of finished cannabis inventory sold		)		)
Cost of service revenues		)
Gross profit, excluding fair value items
Realized fair value loss amounts in inventory sold		)		)
Unrealized fair value gain on growth of biological assets
Gross profit
Expenses
Accretion expense
Amortization of property and equipment
General and administrative
Share-based compensation
Total expenses
Income from operations
Other income and (expense)
Interest expense		)		)
Other income
Gain on debt settlement
Unrealized loss on marketable securities
Unrealized gain on derivative liability
Unrealized gain on warrants asset
Loss on disposal of property and equipment		)
Total other income (expense), net				)
Income from operations before taxes
Income tax (Note 20)		)		)
Net income
Other comprehensive income (items that may be subsequently reclassified to profit and loss):
Currency translation gain
Total comprehensive income
Gain per share attributable to shareholders – basic and diluted
Weighted average shares outstanding – basic and diluted
Net income for the year attributable to:
Non-controlling interest
Shareholders
Net income
Comprehensive income for the year attributable to:
Non-controlling interest
Shareholders
Total comprehensive income

All values are in US Dollars.

F-51
Table of Contents

STATEMENT OF CHANGES IN EQUITY	Number of<br>common<br>shares
****	#		****	****
Balance - October 31, 2023		182,005,886	)	)
Stock option vesting expense		-
Currency translation gain		-
Net income		-
Balance – December 31, 2023		182,005,886	)	)

All values are in US Dollars.

STATEMENT OF CHANGES IN EQUITY	Number of<br>common<br>shares
****	#		****	****
Balance - October 31, 2022		170,632,611	)	)
Net loss		-
Balance – December 31, 2022		170,632,611	)	)

All values are in US Dollars.

F-52
Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS	Two months ended December 31,
	2023		2022

Operating activities
Net income
Adjustments for non-cash items in net income:
Amortization of property and equipment
Amortization of property and equipment included in costs of inventory sold
Amortization of intangible assets
Unrealized fair value gain on growth of biological assets		)		)
Realized fair value loss amounts in inventory sold
Deferred income taxes
Stock option expense
Accretion expense
Loss on disposal of property and equipment
Unrealized gain on fair value of derivative liability		)
Unrealized gain on warrants asset		)
Currency translation gain
Noncash Items In Net Loss
Changes in non-cash working capital		)		)
Net cash provided by operating activities
Investing activities
Purchase of property and equipment and intangibles		)		)
Cash advances and loans made to other parties		)
Net cash used in investing activities		)		)
Financing activities
Proceeds from convertible debentures
Proceeds from long-term debt
Proceeds from private placement
Repayment of long-term debt		)		)
Repayment of convertible debentures		)		)
Payments of lease principal		)		)
Net cash provided by (used in) financing activities		)
Change in cash		)
Cash, beginning
Cash, ending

All values are in US Dollars.

F-53
Table of Contents

26.	SUBSEQUENT EVENTS
26.1	Purchase of Ross Lane, Oregon Farm Property
---	---

On January 12, 2024, the Company executed the option to purchase the Ross Lane property located in Central Point, Oregon for total consideration of $1,525,000.

26.2	New Jersey Retail Investment

On January 17, 2024, the Company announced that it formed Grown Rogue Retail Ventures LLC and signed a definitive agreement on January 16, 2024, to invest in and support Nile of NJ LLC, a company that is developing an adult-use dispensary in West New York, New Jersey. The investment is in the form of a secured note, in which the Company advanced $500,000 pursuant to this secured note on February 13, 2024. These retail operations will be supported with products from a cultivation facility under development.

26.3	Warrants Acceleration

On March 1, 2024, the Company announced it has accelerated the expiry date of an aggregate of 23,270,249 common share purchase warrants comprised of the December Warrants, July Warrants and August Warrants. The Company issued the notice of acceleration required by the warrant certificates governing these warrants on March 1, 2024, thereby accelerating the expiry date to 90 days from the date of notice. As of April 10, 2024, all 23,270,249 common share purchase warrants were exercised for an aggregate of 23,270,249 common shares for aggregate gross proceeds of approximately US$4.7 million.

26.4	Illinois Expansion

On March 5, 2024, the Company announced it signed a definitive agreement to form Rogue EBC, LLC, a joint venture with EBC Ventures. The joint venture has entered into a definitive agreement to acquire 100% of CannEquality, LLC, which holds a craft growers license with the Illinois Department of Agriculture. Grown Rogue will own 70% of the joint venture and has agreed to contribute up to US$6,000,000 to support the development of the facility. The joint venture agreement includes multiple purchase options, which ultimately give Grown Rogue the ability to acquire 100% of the membership interests of the joint venture.

26.5	Grown Rogue Increases Ownership of Michigan Operations

On April 25, 2024, the Company announced that it has increased ownership in its Michigan operations from 52.2% to 80% in two transactions for total consideration of US$2.8M, with US$0.2M paid in cash and US$2.6M paid by way of 4 year sellers’ notes. Grown Rogue increased its ownership in Golden Harvests, the entity that controls its Michigan operations, operating out of an 80,000 sq ft facility that contains approximately 15,000 square feet of flowering bench space. We purchased the total remaining minority interest in Canopy for US$0.8M, which includes a 20% down payment in cash and monthly payments for a period of 4 years with an interest rate of 5.2% per annum. Additionally, the Company purchased 20% of the minority interest in Golden Harvests for US$2.0M, which includes minimum quarterly payments in cash for a period of 4 years. The transaction provides for a valuation of Golden Harvests at US$10.0M. All payments owing to the sellers are expected to be completed with cash on hand and cash generated from operations. The Company retains the option to acquire the remaining 20% of Golden Harvests at a fair market valuation.

F-54

EXHIBIT 4.45

EQUITY PURCHASE AGREEMENT

This Equity Purchase Agreement (this “Agreement”), dated April 24, 2024 (the “Effective Date”), is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“ Buyer”), and J. Obie Strickler, an individual and resident of the State of Oregon (“Seller”). Buyer and Seller are referred to in this Agreement each as a “Party” and, collectively, as the “Parties.”

RECITALS

A. Canopy Management, LLC, a Michigan limited liability company (“Canopy”), Seller, and the other Members of Canopy entered into that certain Amended and Restated Operating Agreement of Canopy dated January 11, 2023 (the “Operating Agreement”). Capitalized terms used but not defined in this Agreement have the meanings given to them in the Operating Agreement.

B. Seller owns 5.5 Company Units (the “Purchased Units”) of Canopy, which Purchased Units represent a 5.5% Company Interest (together with the Purchased Units, the “Purchased Equity”).

C. Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, the Purchased Equity, on the terms and subject to the conditions set forth in this Agreement.

The Parties agree as follows:

AGREEMENT

1. Purchase and Sale of Purchased Equity.

1.1 Purchase and Sale of Purchased Equity. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Seller hereby sells and transfers to Buyer, and Buyer hereby purchases from Seller, all of Seller’s right, title, and interest in and to the Purchased Equity, including, without limitation, all rights associated with the Purchased Equity, free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance (“Encumbrance”), for the consideration set forth in Section 1.2.

1.2 Purchase Price and Payment. In full consideration for the Purchased Equity, Buyer will pay to Seller $60,000 per Purchased Unit, for an aggregate purchase price of $330,000 (the “Purchase Price”). Buyer will pay the Purchase Price to Seller as follows:

(a) At the Closing, Buyer will pay to Seller an amount equal to $66,000 (the “Upfront Consideration”) in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by Seller to Buyer in writing.

Purchase Agreement

Page 1

(b) Buyer will pay the remaining portion of the Purchase Price, being $264,000 (the “ Deferred Consideration”), in 48 equal monthly installments, inclusive of interest thereon at the rate of 5.21%, of $6,104.88 each (each, a “Deferred Payment”). The first Deferred Payment will be due on May 1, 2024, and subsequent Deferred Payments will be due on the first business day of each month thereafter until the Deferred Consideration, including interest thereon at the interest rate set forth above, has been paid in full. Seller acknowledges and agrees that: (i) the Deferred Consideration is solely an unsecured contractual obligation of Buyer, and (ii) Seller’s right to receive the Deferred Consideration shall not be represented by any form of certificate or other instrument, is not transferable, and does not constitute an equity or ownership interest in Canopy or Buyer.

2. Closing; Closing Deliverables.

2.1 Closing. The closing (the “ Closing”) of the transactions contemplated by this Agreement (the “Transactions”) will take place simultaneously with the execution of this Agreement on Effective Date remotely by exchange of documents and signatures (or their electronic counterparts). The consummation of the Transactions will be deemed to occur at 12:01 a.m. on the Effective Date.

2.2 Closing Deliverables. At the Closing: (a) Buyer shall deliver to Seller the Upfront Consideration pursuant to Section 1.2(a), and (b) Seller shall deliver to Buyer the assignment of Company Units, in the form attached hereto as Exhibit A, duly executed by Seller.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer that:

3.1 Enforceability. This Agreement has been duly authorized, executed, and delivered by Seller and, assuming due authorization, execution, and delivery by Buyer, constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms.

3.2 No Conflict; Consents. Seller’s execution, delivery, and performance of this Agreement, and the consummation of the Transactions, do not and will not violate any law applicable to Seller or violate or constitute a breach of any agreement, contract, order, or judgment to which Seller is a party or by which the Purchased Equity is bound. Seller is not required to obtain any consent, approval, waiver, or authorization from any person or entity (including any governmental authority) in connection with Seller’s execution, delivery, and performance of this Agreement and the consummation of the Transactions.

3.3 Legal Proceedings. Seller is not a party to any Action and, to Seller’s knowledge, there is no Action threatened or pending against Seller, (a) relating to or affecting the Purchased Equity; or (b) that challenges or seeks to prevent, enjoin, or otherwise delay the Transactions.

3.4 Ownership of Purchased Equity.

(a) As of the Closing, (i) Seller is the sole legal, beneficial, and record owner of, and has good and marketable title to, the Purchased Equity, in each case, free and clear of all Encumbrances, and (ii) the Purchased Equity represents the entire equity interest that Seller owns, directly or indirectly, in Canopy. Immediately following the Closing, Buyer will have good and valid title to the Purchased Equity.

Equity Purchase Agreement

Page 2

(b) Except for any restrictions under the Operating Agreement, all of which have been waived, Seller has the full and unrestricted right and authority to transfer the Purchased Equity to Buyer. Other than the Operating Agreement, Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Purchased Equity and no person has any right to receive, claim against, or interest in or to any of the Purchased Equity.

3.5 Independent Investigation. Other than the representations and warranties expressly made by Buyer in this Agreement or any Schedule, Seller is not relying on any representation or warranty made by or on behalf of Buyer with respect to the Transactions, including with respect to the value of the Purchased Equity. Seller has had the opportunity to investigate, and is familiar with, the financial condition of Canopy. Notwithstanding anything to the contrary in the Operating Agreement, Seller expressly confirms that the Purchase Price (a) constitutes fair and adequate consideration for the Purchased Equity and (b) is, and shall be deemed to be, based on the “Agreed Value” of Canopy. Seller shall not assert, and hereby waives, any claim Seller may have based on the determination of the Purchase Price, including the valuation of Canopy upon which the Purchase Price was based.

Representations and Warranties of Buyer. Buyer represents and warrants to Seller that:

4.1 Enforceability. This Agreement has been duly authorized, executed, and delivered by Buyer and, assuming due authorization, execution, and delivery by Seller, constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

4.2 No Conflict; Consents. Buyer’s execution, delivery, and performance of this Agreement, and the consummation of the Transactions, do not and will not violate any law applicable to Buyer or violate or constitute a breach of any agreement, contract, order, or judgment to which Buyer is a party. Buyer is not required to obtain any consent, approval, waiver, or authorization from any person or entity (including any governmental authority) in connection with Buyer’s execution, delivery, and performance of this Agreement or the consummation of the Transactions.

4.3 Legal Proceedings. Buyer is not a party to any Action and, to Buyer’s knowledge, there is no Action threatened or pending against Buyer that challenges or seeks to prevent, enjoin, or otherwise delay the Transactions.

4.4 Investment Purposes. Buyer is acquiring the Purchased Equity solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Purchased Equity is not registered under the Securities Act of 1933, as amended (the “Securities Act ”), or any state securities laws, and that the Purchased Equity may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Equity Purchase Agreement

Page 3

4.5 No Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Buyer.

5. Other Matters.

5.1 Cessation of Membership. Effective as of the Closing, Seller will cease to be, and will have no further rights under the Operating Agreement or the Michigan Limited Liability Company Act as, a member of Canopy.

5.2 Release. Except for claims arising from or related to this Agreement, Seller hereby releases Canopy, Buyer, each of their affiliates, and each of their and their affiliates’ shareholders, members, directors, managers, officers, employees, agents, and representatives (each, a “Buyer Released Party”), from any and all actions, suits, claims, demands, damages, liabilities and controversies of any kind whatever, known or unknown, suspected or unsuspected, fixed or contingent, which Seller now has, ever had, or may hereafter have or claim to have against a Buyer Released Party, including with respect to the valuation of the Purchased Equity. Additionally, Seller will not initiate any legal action against any Buyer Released Party with respect to any such released claim.

5.3 Future Cooperation. The Parties will: (a) furnish upon request to each other such further information, (b) execute and deliver to each other such other documents, and (c) do such other acts and things, in each case, as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement.

5.4 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

5.5 Survival All representations, warranties, and covenants made in this Agreement will survive the execution of this Agreement and the consummation of the Transactions.

6. Miscellaneous.

6.1 Interpretation. Headings contained in this Agreement are for reference purposes only. The words "includes" and "including" will be deemed to be followed by the phrase "without limitation." Each Party has had the opportunity to have this Agreement reviewed by its attorney. Therefore, no rule of construction or interpretation that disfavors the Party drafting this Agreement or any of its provisions will apply to the interpretation of this Agreement. Instead, this Agreement will be interpreted according to the fair meaning of its terms.

6.2 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations under this Agreement without the written consent of the other Party. Nothing in this Agreement, express or implied, is intended to create any third-party beneficiary.

Equity Purchase Agreement

Page 4

6.3 Governing Law. This Agreement will be interpreted under the laws of the State of Michigan, without regard to its conflicts of laws principles.

6.4 Invalidity. Should any provision of this Agreement be determined by any court or arbitrator to be illegal or invalid, the court or arbitrator will reform such provision to the least and narrowest extent necessary to render it legal and valid, and will then enforce such reformed provision.

6.5 Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the Parties with respect to its subject matter and supersedes any and all prior understandings and agreements, whether written or oral, between the Parties with respect to its subject matter. This Agreement may be amended only in a writing executed and delivered by both Parties.

6.6 Waiver of Defense**.** Each Party agrees that this Agreement’s invalidity for public policy reasons and/or its violation of federal cannabis laws is not a valid defense to any dispute or claim arising out of this Agreement. Each Party expressly waives the right to present any defense related to the federal illegality of cannabis and agrees that such defense shall not be asserted, and will not apply, in any dispute or claim arising out of this Agreement.

6.7 Counterparts; Delivery. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000), or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

Equity Purchase Agreement

Page 5

The Parties have executed this Agreement as of the Effective Date.

BUYER:	GROWN ROGUE UNLIMITED, LLC
	By:
	Name:	J. Obie Strickler
	Title:	Manager
SELLER:
---	---
	J. Obie Strickler

Equity Purchase Agreement

Signature Page

EXHIBIT A

Form of Assignment of Company Units

ASSIGNMENT OF COMPANY UNITS

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, J. Obie Strickler (“Assignor”), hereby assigns and transfers to Grown Rogue Unlimited, LLC, an Oregon limited liability company (“Assignee”), any and all interest Assignor has in and to 5.5 Company Units (the “Units”) of Canopy Management, LLC, a Michigan limited liability company (“Company”), including, without limitation, the Company Interest represented by, and all rights associated with, the Units, standing in Assignor’s name on the books of the Company, and does hereby irrevocably constitute and appoint the Manager of the Company to transfer the Units on the books of the Company with full power of substitution in the premises.

Dated: April 24, 2024

J. Obie Strickler

A-1

EXHIBIT 4.46

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”), dated effective as of April 24, 2024 (the “ Effective Date”), is between DAVID PLEITNER, an individual and resident of the State of Michigan (“Seller”), and CANOPY MANAGEMENT, LLC, a Michigan limited liability company (“Buyer”) (each, a “Party” and, together, the “Parties”).

BACKGROUND

A. Seller, Buyer, and Golden Harvests LLC, a Michigan limited liability company (the “Company”), are parties to the Amended and Restated Operating Agreement of the Company dated as of May 1, 2021 (the “Operating Agreement”). Capitalized terms used but not defined in this Agreement have the meanings given to them in the Operating Agreement.

B. The Company is a Michigan limited liability company that has elected to be tax as a C corporation for federal and applicable state and local income tax purposes.

C. As of immediately before the Closing (as defined below), Seller owns a 40.0% Membership Interest in the Company (the “Pleitner Interest”), and Buyer owns the remaining 60% Membership Interest in the Company.

D. Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, one-half of the Pleitner Interest (such one-half of the Pleitner Interest, the “Purchased Interest”), such that, immediately after the Closing, Seller will own a 20.0% Membership Interest in the Company and Buyer will own the remaining 80.0% Membership Interest in the Company, all as more fully described, and subject to the terms and conditions set forth, in this Agreement.

The Parties agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.01 Purchase and Sale. On the terms, and subject to the conditions, set forth in this Agreement, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Purchased Interest (including, without limitation, (a) Seller’s right to receive distributions from the Company attributable to the Purchased Interest, and (b) any and all voting and information rights attributable to the Purchased Interest), free and clear of any pledge, lien, charge, security interest, mortgage, claim, or other encumbrance or adverse interest of any kind (each, an “Encumbrance”), for the Purchase Price (as defined below).

Section 1.02 Purchase Price. The purchase price for the Purchased Interest shall be $2,000,000 (the “Initial Purchase Price”) plus the Additional Purchase Price (as defined below) plus any True-Up Amount (as defined below), subject, in each case, to offset pursuant to Section 6.06.

(a) Payment of Initial Purchase Price. Buyer shall pay the Initial Purchase Price in thirteen equal quarterly installments of $50,000 each (each, an “IPP Installment”), with the thirteenth and final installment including the remaining $1,350,000 due. The first IPP Installment will be due on January 1, 2025, and subsequent IPP Installments will be due, with respect to each calendar quarter, on the first day of each following calendar quarter thereafter until the Initial Purchase Price has been paid in full. Buyer may, at any time following January 1, 2025 and from time to time, prepay all or any portion of the Initial Purchase Price without notice to, or the prior written consent of, Seller, provided that if the Buyer pays all of the Initial Purchase Price before the 18^th^ month anniversary of the execution of this Agreement the Seller shall be entitled to an additional payment of $100,000, due immediately.

(b) Additional Purchase Price—Calculation and Payment.

(i) With respect to each calendar quarter while any portion of the Initial Purchase Price remains outstanding, Buyer shall pay to Seller, as additional consideration for the Purchased Interest, an amount (the “Additional Purchase Price”) equal to the greater of (A) the Distribution Equivalent (as defined below) and (B) 1.42% of the average daily unpaid balance of the Initial Purchase Price during such calendar quarter. Each payment of Additional Purchase Price shall be paid within 30 days after payment of the related quarterly IPP Installment.

(ii) For purposes of this Section 1.02(b):

(A) “Catch-Up Amount” means, for each quarter while any portion of the Initial Purchase Price remains outstanding, the difference obtained by subtracting the amount calculated under subsection (B) of Section 1.02(b)(i) for such quarter from the amount calculated under subsection (A) of Section 1.02(b)(i) for such quarter, but in any event not less than zero.

(B) “ Distribution Equivalent” means, for each calendar quarter while any portion of the Initial Purchase Price remains outstanding, an amount equal to (1) 1% for each $100,000 (or, for any increment that is less than $100,000, the percentage represented by the percentage such increment is of $100,000 – e.g., if there is an increment of $50,000, the percentage would be 0.5%) of then-unpaid Initial Purchase Price multiplied by (2) the aggregate amount of available cash the Company distributed to its members in such calendar quarter pursuant to Section 6.01(a) of the Operating Agreement.

(c) True-Up. Within 30 days after the payment of the final IPP Installment, Buyer shall pay to Seller the amount, if any, by which $56,250 exceeds the aggregate Catch-Up Amounts (such amount, the “True-Up Amount”).

(d) Acknowledgments. The Parties acknowledge and agree that (i) none of the Initial Purchase Price, Additional Purchase Price, or True-Up Amount will bear interest and are solely an unsecured contractual obligation of Buyer; and (ii) the right to receive the Initial Purchase Price, the Additional Purchase Price, and the True-Up Amount (if any) shall not be represented by any form of certificate or other instrument, is not transferable, and does not constitute an equity or ownership interest in Buyer.

Section 1.03 Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Contemplated Transactions”) shall take place simultaneously with the execution of this Agreement on the Effective Date remotely by exchange of documents and signatures (or their electronic counterparts). The consummation of the Contemplated Transactions shall be deemed to occur at 12:01 a.m. (Pacific Time) on the Effective Date.

Section 1.04 Transfer Taxes. Seller shall pay, and shall reimburse Buyer and the Company for, any sales, use, or transfer taxes, documentary charges, recording fees or similar taxes, charges, fees, or expenses, if any, that become due and payable as a result of the Contemplated Transactions.

Section 1.05 Withholding Taxes. Buyer shall be entitled to deduct and withhold from the Purchase Price all taxes that Buyer is required to deduct and withhold from such payment under applicable tax laws. Any amount so deducted and withheld shall be paid over to the appropriate governmental body and shall be treated as delivered to Seller hereunder.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that the statements contained in this ARTICLE II are true and correct as of the Closing.

Section 2.01 Authority of Seller; Enforceability. Seller is an individual and resident of the State of Michigan. Seller has all necessary power and authority to enter into this Agreement and the documents to be delivered by Seller hereunder, to carry out his obligations hereunder and thereunder, and to consummate the Contemplated Transactions. This Agreement and the documents to be delivered by Seller hereunder have been duly executed and delivered by Seller and (assuming Buyer’s due authorization, execution, and delivery of this Agreement) constitute Seller’s legal, valid, and binding obligations, enforceable against Seller in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Section 2.02 No Conflicts; Consents. Seller’s execution, delivery, and performance of this Agreement and the documents to be delivered by Seller hereunder, and the consummation of the Contemplated Transactions by Seller, do not and will not: (a) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to Seller; or (b) conflict with or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under any contract, oral or written, or other instrument to which Seller is a party or otherwise bound. No consent, approval, waiver, or authorization is required to be obtained by Seller from any person or entity (including any governmental authority) in connection with Seller’s execution, delivery, and performance of this Agreement and the consummation of the Contemplated Transactions.

Section 2.03 Legal Proceedings. Seller is not a party to any claim, action, suit, proceeding, or governmental investigation (“ Action”) and, to Seller’s knowledge, there is no Action threatened or pending against Seller, or any event that has occurred or circumstance that exists that may give rise to, or serve as the basis for, any Action, in each case, (a) relating to or affecting the Purchased Interest or in which a charging order against the Purchased Interest has been sought or awarded; or (b) that challenges or seeks to prevent, enjoin, or otherwise delay the Contemplated Transactions.

Section 2.04 Ownership of Purchased Interest.

(a) Seller has good and valid title to the Purchased Interest, free and clear of all Encumbrances, other than those existing under the Operating Agreement.

(b) Except those set forth in the Operating Agreement, there are no voting trusts, proxies, or other agreements or understandings in effect with respect to the voting, transfer, or assignment of the Purchased Interest.

Section 2.05 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Seller.

Section 2.06 Non-Foreign Status. Seller is not a foreign person as such term is used in Section 1446(f) of the Internal Revenue Code or Treasury Regulations Section 1.1445-2.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this ARTICLE III are true and correct as of the Closing.

Section 3.01 Organization and Authority of Buyer; Enforceability. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of Michigan. Buyer has all necessary limited liability company power and authority to enter into this Agreement and the documents to be delivered by Buyer hereunder, to carry out its obligations hereunder and thereunder, and to consummate the Contemplated Transactions. Buyer’s execution, delivery, and performance of this Agreement and the documents to be delivered by Buyer hereunder and the consummation of the Contemplated Transactions have been duly authorized by all requisite limited liability company action on the part of Buyer. This Agreement and the documents to be delivered by Buyer hereunder have been duly executed and delivered by Buyer, and (assuming due authorization, execution, and delivery by Seller of this Agreement and the Assignment) constitute Buyer’s legal, valid, and binding obligations, enforceable against Buyer in accordance with their terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Section 3.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the documents to be executed by Buyer hereunder, and the consummation of the Contemplated Transactions by Buyer, do not and will not (a) violate or conflict with the certificate of formation, operating agreement, or other organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to Buyer. No consent, approval, waiver, or authorization is required to be obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer of this Agreement and the consummation of the Contemplated Transactions.

Section 3.03 Investment Purpose. Buyer is acquiring the Purchased Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Purchased Interest is not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and that the Purchased Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 3.04 Legal Proceedings. Buyer is not a party to any Action and, to Buyer’s knowledge, there is no Action pending or threatened against Buyer, or any event that has occurred or circumstance that exists that may give rise to, or serve as the basis for, any Action, in each case, that challenges or seeks to prevent, enjoin, or otherwise delay the Contemplated Transactions.

Section 3.05 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Buyer.

ARTICLE IV

CLOSING DELIVERABLES

Section 4.01 Closing Deliverables. At the Closing, Seller shall deliver to Buyer the assignment of membership interest, in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller.

ARTICLE V

OTHER MATTERS

Section 5.01 Approvals. Buyer and Seller, as the only Members of the Company, hereby: (a) expressly consent to the transfer of the Purchased Interest from Seller to Buyer, which Buyer and Seller acknowledge and agree constitutes the only consent required under the Operating Agreement with respect to such transfer, and (b) for the avoidance of any doubt, expressly waive any other notice, consent, or other action that is or may be required under the Operating Agreement in connection with such transfer.

Section 5.02 Publicity and Announcements. Neither Party shall (orally or in writing) publicly disclose or issue any press release, make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement, the transactions contemplated hereby, or the terms hereof, without the prior written approval of the other Party (which shall not be unreasonably withheld or delayed), except to the extent that such Party (based on the reasonable advice of counsel) is required to make any public disclosure or filing regarding the subject matter of this Agreement (a) by applicable law; or (b) in connection with enforcing its rights under this Agreement.

Section 5.03 Further Assurances. Following the Closing, each of the Parties shall, and shall cause their respective affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions, in each case, as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

ARTICLE VI

INDEMNIFICATION

Section 6.01 Survival. The representations, warranties, covenants, and agreements contained in this Agreement and all related rights to indemnification shall survive the Closing.

Section 6.02 Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VI, Seller shall defend, indemnify, and hold harmless Buyer, its affiliates, and their respective members, shareholders, managers, directors, officers, and employees from and against:

(a) all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, and the costs of enforcing any right to indemnification under this Agreement (collectively, “Losses”), arising from or relating to any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement; or

(b) any Loss arising from or relating to any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement.

Section 6.03 Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE VI, Buyer shall defend, indemnify, and hold harmless Seller and its affiliates from and against all Losses arising from or relating to:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Company pursuant to this Agreement.

Section 6.04 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other Party (the “Indemnifying Party”). The failure to give prompt notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any Action by a person or entity who is not a Party, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with its counsel. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations under this Agreement. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 6.05 Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VI, the Indemnifying Party shall satisfy its obligations within 15 business days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds. The Parties agree that should an Indemnifying Party not make full payment of any such obligations within such 15 business day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 12%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Section 6.06 Offset Right. If Buyer is entitled to indemnification for any Losses under this ARTICLE VI, then Buyer may, but will have no obligation to, offset all or any part of such Losses against the unpaid portion of the Initial Purchase Price, the Additional Purchase Price and/or the True-Up Amount, and, in such event, the amount set off shall be deemed paid to Seller and reduce the amount otherwise payable by Buyer to Seller under Section 1.02 on a dollar-for-dollar basis.

Section 6.07 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by applicable law.

Section 6.08 Cumulative Remedies. The rights and remedies provided in this ARTICLE VI are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Expenses. Except as otherwise provided in Section 1.04, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

Section 7.02 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Party at the address for such Party on file with the Company (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.02).

Section 7.03 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.04 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 7.05 Entire Agreement. This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the terms and provisions in the body of this Agreement and those in the documents delivered in connection herewith, the terms and provisions in this body of this Agreement shall control.

Section 7.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 7.07 No Third-Party Beneficiaries. Except as provided in ARTICLE VI, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.08 Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party.

Section 7.09 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 7.10 Governing Law. All matters arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction).

Section 7.11 Submission to Jurisdiction. Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement or the transactions contemplated hereby may be instituted in the courts of the State of Michigan located in Bay County, Michigan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.

Section 7.12 Waiver of Jury Trial. MAKER AND HOLDER EACH HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING INVOLVING THIS NOTE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THE CONTEMPLATED TRANSACTION.

Section 7.13 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. Each Party (a) agrees that it shall not oppose the granting of such specific performance or relief and (b) hereby irrevocably waives any requirements for the security or posting of any bond in connection with such relief.

Section 7.14 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 7.15 Waiver of Defense. Each Party agrees that this Agreement’s invalidity for public policy reasons and/or its violation of federal cannabis laws is not a valid defense to any dispute or claim arising out of this Agreement. Each Party expressly waives the right to present any defense related to the federal illegality of cannabis and agrees that such defense shall not be asserted, and will not apply, in any dispute or claim arising out of this Agreement.

Section 7.16 Agreement Prepared by Company Counsel. Seller has read this Agreement and acknowledges that:

(a) counsel for Buyer prepared this Agreement on behalf of Buyer and not on behalf of Seller or the Company;

(b) Seller has been advised that a conflict exists between its interests and the interests of Buyer;

(c) this Agreement and the Contemplated Transactions may have significant legal, tax, financial, and other consequences to Seller;

(d) Seller has sought, or has had the full opportunity to seek, the advice of independent legal and tax counsel and/or financial and tax advisors of its choosing regarding such consequences; and

(e) counsel for Buyer has made no representations to Seller regarding such consequences.

[Signatures on following page]

The Parties have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

SELLER:
/s/ David Pleitner
David Pleitner
BUYER:
---	---
CANOPY MANAGEMENT, LLC, a Michigan limited liability company
By:	/s/ J. Obie Strickler
Name:	J. Obie Strickler
Title:	Manager

[Signature Page to Membership Interest Purchase Agreement]

EXHIBIT A

Form of Assignment of Membership Interest

See attached.

A-1

EXHIBIT 4.47

GUARANTY AGREEMENT

This Guaranty Agreement is made on 4/24, 2024, by DAVID PLEITNER (“Creditor”), GROWN ROGUE UNLIMITED, LLC, and GROWN ROGUE INTERNATIONAL, INC., (“Guarantors”), and CANOPY MANAGEMENT, LLC, (“Payor”).

Recitals

Payor has agreed to pay to Creditor the amount of Two Million Dollars ($2,000,000.00), as evidenced by a Membership Interest Purchase Agreement (the “Agreement”) to be executed on this date; provided, however, that as security for the performance of the Payor’s obligations, the undersigned, as Guarantors, have agreed to guaranty the performance and payment of all obligations of Payor pursuant to the Agreement and any additional security for the performance and payment of the Payor’s obligations.

Guarantors acknowledge the performance and payment of the obligations is of genuine and material value to the sole and separate estate of Guarantors.

---

Agreement

Guarantors, with full knowledge of Creditor’s reliance on this Guaranty, and in consideration of the execution of the Agreement, does guaranty to Creditor, including Creditor’s successors, administrators, personal representatives, and assigns, the prompt payment of Payor’s obligations and the full payment of Payor’s obligations (all in accordance with the terms of the Agreement and any related documents, including any security).

This Guaranty shall be a continuing guaranty until all of the terms of the Agreement and any related documents, including any security, shall be fully paid, satisfied, and discharged. The liability of Guarantors shall be direct and not conditional or contingent on the pursuit of any remedies made against Payor by Creditor.

The undersigned has caused this Guaranty to be executed on the date set forth below.

Dated:	4/24/2024	/s/ David Pleitner
		DAVID PLEITNER, Creditor
Dated:	4/24/2024	GUARANTORS
		GROWN ROGUE INTERNATIONAL, INC.
		By:	/s/ J. Obie Strickler
		Its:	CEO
Dated:	4/24/2024	GROWN ROGUE UNLIMITED, LLC
		By:	/s/ J. Obie Strickler
		Its:	Member
Dated:	4/24/2024	PAYOR
		CANOPY MANAGEMENT, LLC
		By:	/s/ J. Obie Strickler
		Its:	Member

EXHIBIT 12.1

CERTIFICATIONS

I, J. Obie Strickler, certify that:

1.	I have reviewed this Transition Report on Form 20-F of Grown Rogue International Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s Board of Directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
---	---
Date: April 29, 2024	By:	/s/ J. Obie Strickler
---	---	---
		J. Obie Strickler
		President & Chief Executive Officer

EXHIBIT 12.2

CERTIFICATIONS

I, Ryan Kee, certify that:

1.	I have reviewed this Transition Report on Form 20-F of Grown Rogue International Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s Board of Directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
---	---
Date: April 29, 2024	By:	/s/ Ryan Kee
---	---	---
		Ryan Kee
		Chief Financial Officer

EXHIBIT 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Transition Report of Grown Rogue International Inc. (the “Company”) on Form 20-F for the two months ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Obie Strickler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Transition Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ J. Obie Strickler
Name:	J. Obie Strickler
Title:	President & Chief Executive Officer

Date: April 29, 2024

EXHIBIT 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Transition Report of Grown Rogue International Inc. (the “Company”) on Form 20-F for the two months ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan Kee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1)	The Transition Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

/s/ Ryan Kee
Name:	Ryan Kee
Title:	Chief Financial Officer

Date: April 29, 2024

Exhibit 4

GROWN ROGUE INTERNATIONAL INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (the “Information Circular”) is furnished in connection with the solicitation by management (“Management”) of Grown Rogue International Inc. (the “Corporation”), of proxies to be used at the annual and special meeting of shareholders (the “Meeting”) of the Corporation to be held on Monday, June 24, 2024, at the time and place and for the purposes set forth in the accompanying notice of annual and special meeting (the “Notice”). The costs associated with this proxy solicitation will be borne by the Corporation.

Except as otherwise indicated, information herein is given as at May 14, 2024. In this Information Circular, all references to dollar amounts are to Canadian dollars, unless otherwise specified. All references to US$ indicate dollar amounts in the lawful currency of the United States. All references herein to the Corporation shall include its subsidiaries as the context may require.

The board of directors of the Corporation (the “Board” or “Board of Directors”) has by resolution fixed the close of business on May 10, 2024, as the record date (the “Record Date”) for the Meeting. Only holders of common shares (the “Common Shares”) of the Corporation (each, a “Shareholder” and collectively, the “Shareholders”) of record as at 5:00 pm (Eastern Daylight Time) as at the Record Date will be entitled to receive the Notice and related documents and to vote at the Meeting or at any adjournment thereof, but failure to receive such Notice does not deprive Shareholders of their right to vote their Common Shares at the Meeting.

If any person entitled to vote at an annual and special meeting of the Shareholders wishes to propose any matter for consideration at the next annual and special meeting, in order for such proposal to be considered for inclusion in the materials mailed to Shareholders in respect of such meeting, such proposal must be received by the Corporation no later than 90 days before the anniversary date of the Notice.

The Corporation will use the Notice-and-Access Provisions (as defined below) to conduct the solicitation of proxies in connection with this Information Circular. Proxies may also be solicited by telephone, facsimile, email or in person by directors, officers and employees of the Corporation who will not be additionally compensated therefor. Arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons.

NOTICE-AND-ACCESS

The Corporation has elected to deliver the materials in respect of the Meeting pursuant to the notice-and- access provisions (“Notice-and-Access Provisions”) concerning the delivery of proxy-related materials to shareholders found in section 9.1.1 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), in the case of registered shareholders, and section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), in the case of beneficial shareholders. The Notice-and-Access Provisions are a set of rules that reduce the volume of proxy-related materials that must be physically mailed to shareholders by allowing issuers to deliver meeting materials to shareholders electronically by providing shareholders with access to these materials online.

The use of the Notice-and-Access Provisions reduces paper waste and mailing costs to the Corporation. In order for the Corporation to utilize the Notice-and-Access Provisions to deliver proxy-related materials by posting the Information Circular (and if applicable, other materials) electronically on a website that is not SEDAR, the Corporation must send a notice to Shareholders, including beneficial Shareholders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access them or obtain a paper copy of those materials from the Corporation.

In accordance with the Notice-and-Access Provisions, a notice and a form of proxy or voting instruction form has been sent to all Shareholders informing them that this Information Circular is available online and explaining how this Information Circular may be accessed, in addition to outlining relevant dates and matters to be discussed at the Meeting. This Information Circular has been posted in full on www.capitaltransferagency.ca and under the Corporation’s SEDAR profile at www.sedar.com.

The Corporation will cause its agent to deliver copies of the proxy-related materials to the clearing agencies and Intermediaries (as hereinafter defined) for onward distribution to Non-Registered Holders (as hereinafter defined). The Corporation intends to pay for the Intermediaries to deliver to objecting Non- Registered Holders the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary of NI 54-101.

Any Shareholder who wishes to receive a paper copy of this Information Circular free of charge must contact Capital Transfer Agency, ULC at 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2, toll free telephone number 1-844-499-4482. In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Information Circular and return a form of proxy or voting instruction form prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received no later than June 5, 2024.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed management form of proxy and instructions in relation thereto (the “Management Proxy”) are officers and/or directors of the Corporation. Each Shareholder has the right to appoint a person or company, who need not be a Shareholder, other than the persons named in the enclosed form of proxy, to represent such Shareholder at the Meeting or any adjournment(s) thereof. Such right may be exercised by inserting such person’s name in the blank space provided and striking out the names of Management’s nominees in the Management Proxy or by completing another proper form of proxy. All proxies must be executed by the Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized. The completed form of proxy must be deposited at the office of the Corporation’s transfer agent, Capital Transfer Agency, ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 Canada, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment(s) thereof.

A Shareholder forwarding the enclosed Management Proxy may indicate the manner in which the appropriate appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Common Shares represented by the proxy submitted by a Shareholder will be voted in accordance with the directions, if any, given in the proxy.

In addition to revocation in any other manner permitted by law, a Management Proxy or other form of proxy may be revoked if it is received not later than 11:00 am (Eastern Daylight Time) on June 20, 2024 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting, by completing and signing a proxy bearing a later date and depositing it with Capital Transfer Agency, ULC on behalf of the Corporation.

If you are a registered Shareholder of the Corporation, whether or not you are able to attend the Meeting, you are requested to complete, execute and deliver the enclosed Management Proxy in accordance with the instructions set forth on the form to the Corporation, c/o Capital Transfer Agency, ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment(s) or postponement(s) thereof. The time limit for the deposit of proxies may be waived by the Board at its discretion without notice.

EXERCISE OF DISCRETION BY PROXIES

Common Shares represented by properly executed proxies in favour of the persons named in the enclosed Management Proxy will be either voted or withheld from voting, as applicable, in accordance with the instructions given by the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. Where Shareholders have properly executed proxies in favour of the persons named in the enclosed Management Proxy and have not specified in the Management Proxy the manner in which the named proxies are required to vote the Common Shares represented thereby, such Common Shares will be voted in favour of the passing of the matters set forth in the Notice. The enclosed Management Proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice and with respect to other matters that may properly come before the Meeting. At the date hereof, neither Management nor the directors of the Corporation (each, a “Director” and collectively, the “Directors”) are aware of any such amendments, variations or others matters to come before the Meeting. If any other matters which at present are not known to Management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named proxies.

INFORMATION FOR BENEFICIAL HOLDERS OF SECURITIES

Registered holders of Common Shares or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “Non- Registered Holder”) are registered either: (i) in the name of an intermediary (an “Intermediary”) (including banks, trust companies, securities dealers or brokers and trustees or administrators of self- administered RRSPs, RRIFs, RESPs and similar plans) that the Non-Registered Holder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Distribution to Beneficial Owners

The Corporation will have caused its agent to deliver copies of the proxy-related materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the meeting materials to Non-Registered Holders unless a Non- Registered Holder has waived his or her right to receive them. Intermediaries often use service companies such as Broadridge Financial Solutions, Inc. to forward the meeting materials to Non-Registered Holders. Generally, those Non-Registered Holders who have not waived the right to receive meeting materials will either:

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder, but which is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Capital Transfer Agency in the manner set out above in this Information Circular, with respect to the Common Shares beneficially owned by such Non-Registered Holder; or

more typically, be given a voting registration form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute authority and instructions (often called a “Voting Instruction Form”) which the Intermediary must follow. Typically, the Voting Instruction Form will consist of a one-page pre-printed form. The purpose of this procedure is to permit the Non-Registered Holder to direct the voting of the shares he or she beneficially owns.

Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the persons named in the form and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions, including those regarding when and where the proxy or voting instruction form is to be delivered.

Non-Registered Holders (other than Non-Registered Holders who are duly appointed proxyholders) will not be admitted to the Meeting. Non-Registered Holders are urged to vote their Common Shares in advance of the Meeting in accordance with the procedures and instructions received from Broadridge Financial Solutions, Inc. or other applicable intermediary.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, no: (i) Director or executive officer (an “Officer”) of the Corporation who has held such position at any time since the beginning of the Corporation’s last financial year; (ii) proposed nominee for election as a director of the Corporation; or (iii) associate or affiliate of a person in (i) or (ii) has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of Directors.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

The Corporation is authorized to issue an unlimited number of Common Shares without nominal or par value of which, as at the date hereof, 208,500,743 Common Shares are issued and outstanding as fully paid and non-assessable Common Shares. Each issued and outstanding Common Share entitles its holder to one vote.

To the knowledge of the Directors and Officers, as at the Record Date, no person beneficially owns, directly and indirectly, or exercises control or direction over, voting securities of the Corporation carrying more than 10% of the voting rights, except as follows:

Name	Number of Common Shares	Percentage of Class
J. Obie Strickler	34,194,416	16.40%
Mindset Capital LLC^(1)^	26,258,303	12.59%
Bengal Catalyst Fund, LP	24,365,000	11.68%

Notes:

^(1)^	The Common Shares are registered in the names of Mindset Value<br>Fund LP, Mindset Value Wellness Fund LP and W&GP Fund 1 LLC (collectively, the “Funds”). Aaron Edelheit is the Managing Member of<br>Mindset Capital LLC, which serves as the investment manager to the Funds. Mindset Capital LLC, and Mr. Edelheit as its Managing<br>Member, possess control over the Common Shares held by the Funds.

The Officers and Directors of the Corporation own, as a group, a total of 40,537,387 Common Shares, representing 19.44% of the issued and outstanding Common Shares.

MATTERS TO BE ACTED UPON AT THE MEETING

1.	PRESENTATION OF FINANCIAL STATEMENTS FOR 2023AND 2022

A copy of the audited consolidated financial statements of the Corporation for the two-month stub period ended December 31, 2023, and its prior years ended October 31, 2023 and 2022, together with the independent auditor’s report thereon, can be found on the Corporation’s SEDAR profile at www.sedar.com. Copies can also be obtained on request by contacting the Corporation: Grown Rogue International Inc. c/o Miller Thomson LLP, Scotia Plaza, 40 King St. W., Suite 5800, PO Box 1011, Toronto, Ontario, M5H 3S1, Attention to: Ryan Kee, CFO and Corporate Secretary.

2.	ELECTION OF DIRECTORS

The articles of the Corporation provide that the Corporation shall not have more than ten (10) Directors. At the annual and special meeting of the shareholders of the Corporation held on July 15, 2019, the Shareholders voted in favour of a special resolution empowering the directors of the Corporation to determine from time to time the number of directors of the Corporation to be elected at any future annual meeting of Shareholders in accordance with the provisions of the Business Corporations Act (Ontario). The directors of the Corporation have determined that the number of directors of the Corporation to be elected at the Meeting shall be five (5). The nominees are, in the opinion of the Board, well qualified to act as Directors for the coming year. Each nominee has established his eligibility and willingness to serve as a Director, if elected. Each duly elected Director will hold office until the next annual meeting of Shareholders or until a successor is duly elected, unless his office is earlier vacated in accordance with the articles of the Corporation. The following table sets out the names of the persons nominated by management for election, any offices with the Corporation currently held by them, their principal occupations, the period or periods of service as directors of the Corporation and the approximate number of voting securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof.

Name, province or state and country of residence	Office Held	Principal Occupation	Director Since	Number of Common Shares BeneficiallyOwned or Controlled or Directed^(1)^
J. Obie Strickler^(2)^<br><br> <br>Oregon, United States	President, Chief Executive Officer and Director	President, Chief Executive Officer and Director of the Corporation	November 15, 2018	34,194,416
Abhilash Patel^(2)^<br><br> <br>California, United States	Director	Consultant	November 15, 2018	754,971
Stephen Gledhill^(2)^<br><br> <br>Ontario, Canada	Director	Accountant	November 15, 2018	Nil
Sean Conacher<br><br> <br>Ontario, Canada	Director	Chief Executive Officer of Global Cannabis Innovators Corp.	August 27,<br> 2020	485,000
RyanKee<br><br> <br>Washington, United States	Chief Financial Officer, Corporate Secretary and Director	Chief Financial Officer, Corporate Secretary and Director of the Corporation	August 5,<br> 2021	97,500

Notes:

(1)	The information as to the number of Common Shares beneficially<br>owned, or over which control or direction is exercised, directly or indirectly, not being within the direct knowledge of the Corporation,<br>has been furnished by the respective Director nominees.
(2)	Member of the Audit Committee and Compensation Committee. Stephen<br>Gledhill is the chairman of the Audit Committee and the Compensation Committee.
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(3)	J. Obie Strickler, being an executive officer of the Corporation,<br>is not “independent” as defined in NI 52-110 – Audit Committees (“NI 52- 110”). The Corporation<br>is relying on the exemption provided by section 6.1 of NI 52-110 pursuant to which the Corporation, as a venture issuer, is not<br>required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.
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Director Biographies

Mr. J. Obie Strickler

Mr. Strickler is the CEO, President and founder of the Corporation. He founded Canopy Management, LLC in 2015 to consolidate the three medical facilities he had operated since 2006 within one company. Mr. Strickler formed the Corporation in late 2016 and entered the Oregon recreational cannabis market with a plan to build a multi-national cannabis brand. Mr. Strickler was successful in building a profitable medical cannabis company and used that foundation to build Grown Rogue where he has led a team that now has operations in two states with a management contract in two additional states. Mr. Strickler has a BS in Geology from Southern Oregon University and is also an Oregon Professional Geologist. During the time he was financing and overseeing Canopy’s growth he was also the regional manager for a large multi- service natural resource company before starting his own business in 2011 to provide management services to large natural resource companies primarily in the mining sector. In this role, he was responsible for building and integrating complex technical teams to advance large, world-class, multi-billion-dollar mining projects from exploration through feasibility primarily in base and precious metals. In 2014, Mr. Strickler teamed with aerospace engineers to form HyperSciences, Inc a platform technology company focused on commercializing hypervelocity technology into a variety of industrial applications. Mr. Strickler helped secure a large contract with one of the world’s larger oil and gas providers to solve deep drilling challenges and moved this project through proof of concept before departing to focus on the opportunities in cannabis full time. Mr. Strickler is taking his production and product innovation experience in the cannabis industry and his integration and execution experience from the natural resource industry to build Grown Rogue into a premier cannabis company. Mr. Strickler is 44 years old and devotes 100% of his professional time to the Corporation.

Mr. Abhilash Patel

Mr. Patel is a serial entrepreneur, venture investor, speaker, and philanthropist. He is currently Founder & CEO of Thermal.co, a venture studio in Santa Monica, CA with a portfolio of stage-agnostic and category- agnostic investments along with a number of operating ventures. Previously, Abhilash was founder and CEO at Ranklab, a digital marketing agency and Co-Founder of Recovery Brands, a digital publisher with assets including Rehabs.com, Recovery.org and others. Both companies were listed in Inc. Magazine’s fastest growing private companies in 2015. Later in 2015, both companies were acquired by AAC Holdings, then listed on the NYSE. He is on the Board of Directors for several non-profit organizations in Southern California, including the LA Regional Food Bank, Junior Achievement of Southern California, Clare|Matrix and 10,000 Beds, and serves on the board of several privately-held startups as well.

Abhilash holds a BA in Economics and Philosophy from Columbia University, and an MBA from the UCLA Anderson School of Management. Abhilash’s work has been featured in several major publications, including Inc., Huffington Post, Forbes, and Entrepreneur, USA Today, among others. Dr. Drew., Inc. named Abhilash “One of 20 Inspiring Entrepreneurs Improving Health for All” and Forbes highlights him in an interview entitled “How Web Publishing is Saving Lives”. When he’s not helping businesses grow, Abhilash is spending time with his wife and their three beautiful sons, or training for his next triathlon. Mr. Patel is 44 years old and intends to devote the time necessary to serve as a director of the Corporation.

Mr. Stephen Gledhill

Mr. Gledhill is the founder and President of Keshill Consulting Associates Inc., a boutique management consulting practice. Mr. Gledhill has over 25 years of financial-control experience and acts as CFO and Corporate Secretary for multiple publicly-traded companies, several of which he was instrumental in scaling-up and taking public. He currently serves as the CFO of CO2 Gro Inc. (TSXV:GROW), Bhang Inc. (CSE: BHNG), DelphX Capital Markets Inc (TSXV:DELX) and POSaBIT Systems Corporation (CSE: PBIT), as well as the Corporate Secretary of Tombill Mines Limited (TSXV: TBLL). Mr. Gledhill has also served as the Senior Vice President and CFO of Borealis Capital Corporation, a Toronto-based merchant bank as well as Vice President of Finance of OMERS Realty Corporation (ORC), the real estate entity of the Ontario Municipal Employees Retirement System. Mr. Gledhill is a Chartered Public Accountant and Certified Management Accountant and holds a Bachelor of Math Degree from the University of Waterloo. Mr. Gledhill is 63 years old and intends to devote the time necessary to serve as a director of the Corporation.

Mr. Sean Conacher

Sean is an experienced executive with a demonstrated history of working in the financial services, cannabis, and marketing sectors. He is skilled in entrepreneurship, venture capital, public and private equity, foreign exchange, options and asset management. He has held senior executive and board roles in both public and private companies. Mr. Conacher is 53 years old and intends to devote the time necessary to serve as a director of the Corporation.

Mr. Ryan Kee

Mr. Kee is an experienced accounting professional with a history of working in mining in various global jurisdictions. He is skilled in financial reporting, IT integrations, and team building & development. He is currently Chief Accounting Officer of the Corporation. Mr. Kee has a BS in Accounting and Spanish from the University of Idaho, and is a Certified Public Accountant, licensed in Washington state. He has developed financial models to quantitatively describe the cost profiles of operating mines, optimize grade cutoffs, and drive cost reductions. Most recently, he led accounting, supply chain, and IT teams for an operating gold mine in South America, and will apply the best practices learned & developed in mining to cannabis production. Mr. Kee is 40 years old and intends to devote 100% of his professional time to the Corporation.

Corporate Cease Trade Orders, Bankruptcy Proceedings and Penalties and Sanctions

Other than disclosed below, to the knowledge of the Corporation, no Director or proposed Director of the Corporation is, as at the date of this Information Circular, or was within 10 years before the date of this Information Circular, a director or chief executive officer or chief financial officer of any company (including the Corporation) that: (a) was the subject of an order (as defined in Form 51-102F5 under National Instrument 51-102 Continuous Disclosure Obligations) that was issued while the Director or proposed Director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the Director or proposed Director ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant Corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

No Director or proposed Director of the Corporation: (a) is, or within 10 years before the date hereof has been a director or executive officer of a corporation (including the Corporation) that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Director or proposed Director.

Other than disclosed below, no Director or proposed Director of the Corporation has been subject to any: (a) penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or (b) other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder in deciding whether to vote for the Director or proposed Director.

On January 12, 2016 (further to a TSX Venture Exchange Bulletin dated January 11, 2016), Gemoscan Canada, Inc.’s (“GES”) shares were suspended from trading on the TSX Venture Exchange for failing to maintain exchange requirements, GES having made assignment into bankruptcy. Effective January 13, 2016, GES’s listing was transferred to the NEX. Stephen Gledhill served as CFO of GES from August 2010 to November 2015.

On April 25, 2016, CO2 Gro Inc. (formerly BlueOcean NutraSciences Inc.) (“BOC”) applied to the applicable Canadian securities regulatory authorities pursuant to Policy 12-203 for a MCTO, which precluded members of management (including Stephen Gledhill, CFO) from trading BOC common shares until such time as the MCTO is no longer in effect. The MCTO was sought by BOC as it would not be filing its audited annual financial statements, related management discussion and analysis and applicable officer certifications (the “Annual Materials”) by the deadline date of April 29, 2016. On May 9, 2016, the OSC granted a temporary MCTO, effective until May 16, 2016. On May 16, 2016, the OSC issued a permanent MCTO in effect until 2 days following BOC filing its Annual Materials with the applicable regulatory authorities. On July 19, 2016, BOC filed its Annual Materials and on July 21, 2016, the MCTO was lifted.

On May 3, 2021, Bhang Inc. (“Bhang”) was granted a management cease trade order (“MCTO”) by the applicable Canadian securities regulatory authorities pursuant to National Policy 12-203 – Management Cease Trade Orders (“Policy 12-203”), which precluded members of management (including Stephen Gledhill, CFO) from trading Bhang shares until such time as the MCTO was no longer in effect. The MCTO was sought by Bhang as it would not be filing its audited annual financial statements, related management discussion and analysis and applicable officer certifications (the “Bhang 2021 Annual Materials”) by the deadline date of April 30, 2021. On June 23, 2021, Bhang filed the Bhang 2021 Annual Materials and the MCTO lapsed on July 5, 2021.

On May 3, 2022, Bhang was granted a MCTO by the applicable Canadian securities regulatory authorities pursuant to NP 12-203 which precluded members of management (including Stephen Gledhill, CFO) from trading Bhang shares until such time as the MCTO is no longer in effect. The MCTO was sought by Bhang as it would not be filing its audited annual financial statements, related management discussion and analysis and applicable officer certifications (the “Bhang 2022 Annual Materials”) by the deadline date of May 2, 2022. On May 31, 2022, Bhang filed the Bhang 2022 Annual Materials and the MCTO lapsed on June 8, 2022.

On May 5, 2023, Bhang was issued a failure to file cease trade order in respect of the Company’s securities by the applicable Canadian securities regulatory authorities pursuant to Multilateral Instrument 11-103 - Failure-to-File Cease Trade Orders in Multiple Jurisdictions (the “FFCTO”), which precludes trading in the company’s securities, as a result of Bhang’s failure to file its audited annual financial statements, related management discussion and analysis and applicable officer certifications for the year ended December 31, 2022. As of the date of this Information Circular, the FFCTO remains in effect.

The Corporation’s common shares are quoted for trading on the OTC Markets under the symbol “GRUSF” and listed on the Canadian Securities Exchange (“CSE”), under the symbol “GRIN”. During the past three years, there have been two suspensions of trading for failure to timely file financial reports: trading of the Corporation’s common shares ceased over the OTC Markets and CSE in March 2020, both associated with the same filing delay. On March 24, 2020, the Company rectified the default situation that gave rise to the suspension of trading, and trading on the CSE and OTC Markets resumed. The Securities and Exchange Commission’s amendments to Rule 15c2-11 went into effect September 28, 2021, and on that date, quotations on the OTC Markets were no longer publishable due to lack of current information about the Corporation. As of the date of this Information Circular, this issue has been resolved and the quotations are available on the OTC Markets.

If you complete and return the proxy for the Meeting, the persons designated in the proxy for the Meeting intend to vote at the Meeting, or any adjournment thereof, FOR the election of J. Obie Strickler, Abhilash Patel, Stephen Gledhill, Sean Conacher and Ryan Kee as Directors, unless you specifically direct that your vote be withheld.

3.	APPOINTMENT AND REMUNERATION OF AUDITORS

At the Meeting, Shareholders will be asked to approve a resolution re-appointing Turner, Stone & Company, L.L.P., of Dallas, Texas, as auditors for the Corporation, to hold office until the next annual meeting of Shareholders, and to authorize the Directors to fix their remuneration. Turner, Stone & Company, L.L.P., Charter Professional Accountants were appointed as auditors of the Corporation effective November December 6, 2021.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE APPOINTMENT OF TURNER, STONE & COMPANY, L.L.P., CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AND THE AUTHORIZING OF THE DIRECTORS TO FIX THEIR REMUNERATION.

If you complete and return the Management Proxy, the persons designated in the Management Proxy intend to vote at the Meeting, or any adjournment thereof, FOR the appointment of Turner, Stone & Company, L.L.P. as auditors of the Corporation and to authorize the Board to fix the auditors’ remuneration, unless you specifically direct that your vote be withheld.

4.	SHARE AMENDMENT

The share amendment resolution (the “Share Amendment Resolution”) proposes an amendment to articles of the Corporation (the “Share Amendment”), to amend the rights and restrictions of the existing class of Common Shares and redesignate such class as Subordinate Voting Shares, and to create a new class of shares designated as Multiple Voting Shares. The terms of the Subordinate Voting Shares and Multiple Voting Shares are set out in Schedule “A” to this Information Circular (collectively, the “New Share Classes”). The new Subordinate Voting Shares will begin trading on the CSE once they replace the Common Shares, while the Multiple Voting Shares will not be listed on any stock exchange.

The New Share Classes are being proposed in order to minimize the proportion of the outstanding voting securities of the Corporation that are held by “U.S. persons” for purposes of determining whether the Corporation is a “foreign private issuer” for purposes of United States securities laws.

To be effective, the Share Amendment Resolution requires the affirmative vote of not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. In addition, the Share Amendment Resolution will be used to approve a “restricted security reorganization” pursuant to National Instrument 41-101 – General Prospectus Requirements and Ontario Securities Commission Rule 56-501 – Restricted Shares (the “Restricted Share Rules”). The Restricted Share Rules require that a restricted security “reorganization” receive prior majority approval of the securityholders of the Corporation in accordance with applicable law, excluding any votes attaching to securities held, directly or indirectly, by affiliates of the Corporation or control persons of the Corporation.

A description of the terms, including voting rights, of the Subordinate Voting Shares and Multiple Voting Shares can be found in Schedule “A” attached to this Information Circular. The Subordinate Voting Shares are convertible by the holder at any time into Multiple Voting Shares, including in the event of a takeover bid for the Multiple Voting Shares. The Multiple Voting Shares are convertible by the holder at any time into Subordinate Voting Shares, including in the event of a takeover bid for the Subordinate Voting Shares. The Corporation can force the conversion of the Multiple Voting Shares into Subordinate Voting Shares under circumstances as set out in Schedule “A”.

Registered Shareholders will receive a letter of transmittal containing instructions for exchange of their share certificates in connection with the Share Amendment. The Share Amendment Resolution also authorizes the Board to elect not to proceed with, and abandon, the Share Amendment at any time if it determines, in its sole discretion, to do so, without further approval of the Shareholders. If the Board in its discretion does not implement the Share Amendment prior to the next annual meeting of Shareholders, the authority granted by the Share Amendment Resolution to implement the Share Amendment on these terms would lapse and be of no further force or effect.

Following a vote by the Board to implement the Share Amendment, the Corporation will file articles of amendment with the Director under the OBCA to amend the Corporation’s articles of incorporation. The Share Amendment will become effective on the date shown in such certificate of amendment issued by the Director under the OBCA or such other date indicated in such articles of amendment, provided that, in any event, such date will be prior to the date of the next annual meeting of Shareholders.

Shareholders will be asked to consider and, if deemed appropriate, to pass the following special resolution:

“IT IS HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT:

the board of directors of the Corporation is hereby authorized and approved to file articles of amendment to the articles of the Corporation to amend the rights and restrictions of the existing class of Common Shares without par value and to redesignate such class as “Subordinate Voting Shares” such that such Subordinate Voting Shares have the special rights and restrictions as substantially set out in Schedule “A” to the Information Circular, and to create a new class of Multiple Voting Shares without par value having the special rights and restrictions as substantially set out in Schedule “A” to the Information Circular;

any director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute, or to cause to be executed, whether under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such other documents and instruments, and to do or cause to be done all such other acts and things as, in the opinion of such director or officer, may be necessary or desirable in order to carry out the intent of this special resolution, including the delivery of articles of amendment in the prescribed form to the Director appointed under the OBCA, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination;

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3.	the Board is hereby authorized to make any amendments to the articles of amendment as may be required by any applicable securities regulatory authority, including any stock exchange, without requiring further approval of the shareholders of the Corporation; and
4.	the board of directors of the Corporation is hereby authorized to revoke this special<br> resolution before it is acted on without further approval of the Shareholders.”
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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE SHARE AMENDMENT RESOLUTION. IN ORDER TO BE PASSED, NOT LESS THAN TWO-THIRDS OF THE VOTES CAST AT THE MEETING IN PERSON OR BY PROXY MUST BE VOTED IN FAVOUR OF THE SHARE AMENDMENT RESOLUTION.

If you complete and return the Management Proxy, the persons designated in the Management Proxy intend to vote at the Meeting, or any adjournment thereof, FOR the approval of the Share Amendment Resolution, unless you specifically direct that your vote be voted against the Share Amendment Resolution.

Shareholders’ Right to Dissent with Respect to the Amendment to the Articles

Under section 185 of the OBCA, a registered Shareholder may dissent with respect to the proposed amendment to the articles of the Corporation. If the amendment to the articles is completed, a dissenting Shareholder who strictly complies with the procedures set out in the OBCA will be entitled to be paid the fair value of his, her or its Common Shares in connection with which her, his or its right to dissent was exercised. Registered Shareholders who wish to exercise dissent rights should seek legal advice, as failure to adhere strictly to the requirements set out in the OBCA may result in the loss or unavailability of any right to dissent. A summary of the dissent rights available to Shareholders are set out in Schedule “B” to this Information Circular.

5.	OTHER MATTERS

The Corporation knows of no other matters to be brought before the Meeting. If any amendment, variation or other business is properly brought before the Meeting, the form of Management Proxy and voting instruction confers discretion on the persons named on the form of Management Proxy to vote on such matters in accordance with their best judgment.

EXECUTIVE COMPENSATION

The compensation information provided in this Information Circular is provided for each of the most recently completed full financial years of the Company ended October 31 2022 and 2023 and the two- month period ended December 31, 2023. The Company recently changed its year end to December 31 and had a stub year of two months for the period between November 1, 2023 and December 31, 2023.

For purposes of this Information Circular, a “Named Executive Officer” of the Corporation means an individual who, at any time during the year, was:

(a)	the Corporation’s chief executive officer (“CEO”);
(b)	the Corporation’s chief financial officer (“CFO”);
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(c)	each of the Corporation’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total<br> compensation was, individually, more than $150,000 during the Corporation’s most recently completed financial year; and
(d)	each individual who would be a Named Executive Officer under paragraph (c) but for<br> the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.
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Based on the foregoing definition, during the last completed financial year of the Corporation, there were three (3) Named Executive Officers, being J. Obie Strickler, Ryan Kee and Adam August.

There were five (5) Directors during the last completed financial year of the Corporation, being J. Obie Strickler, Abhilash Patel, Stephen Gledhill, Sean Conacher and Ryan Kee.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee

The Corporation has constituted a committee of the Board to serve as a compensation committee (the “Compensation Committee”). The Compensation Committee is appointed by the Board to establish policies and procedures with respect to the compensation of the Corporation’s Directors and Officers. The Compensation Committee has overall responsibility for approving and evaluating compensation plans, policies and programs of the Corporation. The Compensation Committee members may be replaced by the Board.

The Compensation Committee is comprised of a majority of independent Directors. The current Compensation Committee is comprised of J. Obie Strickler (not independent), Abhilash Patel (independent) and Stephen Gledhill (independent). Under the proposed slate of the directors, the current members of the Compensation Committee will be re-appointed. Recognizing the importance of an independent dialogue, in determining the appropriate level of compensation payable to Mr. J. Obie Strickler, the independent members of the Compensation Committee subjectively and quantitatively analyze his performance using the criteria discussed in this section below. In addition, the Compensation Committee reviews the adequacy and form of compensation in comparison to other companies of similar size and stage of development as described further below.

Compensation Committee Mandate

The Compensation Committee is appointed by the Board of Directors to assist the Board in carrying out its responsibilities by:

●	Reviewing compensation and human resources issues in support of the achievement of the Corporation’s business strategy and making recommendations to the Board as appropriate.
●	Reviewing and approving corporate goals and objectives relevant to executive officer<br> compensation.
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●	Evaluating executive officer performance against those goals and objectives.
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●	Making recommendations to the Board with respect to executive officer’s compensation.
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●	Reviewing issues and overseeing the investment management of the Corporation’s savings and investment plans, if applicable.
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Compensation Philosophy

Compensation of executive officers of the Corporation is recommended to the Board of Directors by the Compensation Committee. In its review process, the Compensation Committee relies on input from management on the assessment of executives and Corporation performance.

The Compensation Committee establishes management compensation policies and oversees their general implementation. All members of the Compensation Committee have direct experience which is relevant to their responsibilities as Compensation Committee members. All members are or have held senior executive or director roles within significant businesses. Mr. Gledhill has public company experience, and all have a good financial understanding which allows them to assess the costs versus benefits of compensation plans. The members combined experience in the Corporation’s sector provides them with the understanding of the Corporation’s success factors and risks, which is very important when determining metrics for measuring success.

Risk management is a primary consideration of the Compensation Committee when implementing its compensation program. The Compensation Committee does not believe that the Corporation’s current compensation program results in unnecessary or inappropriate risk-taking, including risks that are likely to have a material adverse effect on the Corporation. Payments of bonuses, if any, are not made until performance goals have been met.

Executive compensation is generally based on pay for performance and to be competitive with other firms of comparable size in similar fields. The Chief Executive Officer makes recommendations to the Compensation Committee as to the compensation of managers, other than himself, for approval by the Board. The Compensation Committee makes recommendations to the Board as to the compensation of the Chief Executive Officer, for approval, in accordance with the same criteria upon which the compensation of other managers are based.

Executive compensation is comprised of a base salary and variable components in the form of an annual bonus opportunity and stock options. The annual bonus provides an opportunity for management and executive employees to earn an annual cash incentive based on various pre-set criteria and the degree of achievement of objectives sets by the Compensation Committee. These performance goals will therefore take into account (1) the compliance with budgeted results, (2) the Corporation’s share performance during the last completed financial year, and (3) the business development and personal achievement fulfilled by each executive employee, as the case may be. Generally, new stock option grants do not take into account previous grants of options when considering new grants.

The President and Chief Executive Officer’s salary is based on comparable market consideration and the Compensation Committee’s assessment of his performance, with regard to the Corporation’s financial performance and progress in achieving strategic performance.

The Corporation’s executive compensation program is intended to attract, motivate and retain high performing senior executives, encourage and reward superior performance and align the executives’ interests with those of the Corporation. The Corporation aims to achieve these objectives by: (i) providing executive compensation which is competitive with what is offered by comparable companies; (ii) ensuring that the achievement of annual objectives is rewarded through the payment of bonuses; and (iii) providing executives with long-term incentive through the grant of stock options.

The compensation paid to the Named Executive Officers will be based on comparisons to compensation paid to officers of companies in a similar business, size and stage of development and will reflect the need to provide incentives and compensation for the time and effort expended by the Named Executive Officers, while taking into account the financial and other resources of the Corporation, as well as increasing short and long-term shareholder value.

Compensation Elements

Compensation of Named Executive Officers is revised each year and has been structured to encourage and reward the executive officers on the bases of short-term and long-term corporate performance. In the context of the analysis of the compensation for the financial years ended October 31, 2023 and 2022, the following components were examined:

(e)	base salary;
(f)	annual performance incentive relative to base compensation consisting of cash and<br> stock options;
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(g)	grant of share-based Awards; and
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(h)	other elements of compensation which may include shares of the Corporation.
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Base Salary

The compensation of the Corporation’s executive officers is determined by the Board upon recommendations made by the Compensation Committee. Executive compensation is generally based on performance and what is being offered by other firms of comparable size in similar fields.

Annual Incentive Plan

The Corporation has a bonus plan for its executive officers, representing a percentage of their base annual salary. The grant of bonuses for performance is left at the discretion of the Board of Directors upon the recommendation of the Compensation Committee, based on the financial results of the Corporation and the degree of achievement of objectives set by the Board of Directors, as more fully described above.

Share-based Awards

The Corporation believes that encouraging its Officers and employees to become Shareholders is the best way of aligning their interests with those of its Shareholders. Equity participation is currently accomplished through the Corporation’s Equity Inventive Plan. Under the Corporation’s omnibus equity incentive plan (the “Equity Incentive Plan”), Awards will be granted to management and employees taking into account a number of factors, including, base salary and bonuses, and competitive factors.

The Awards component of compensation provided by the Corporation under the Equity Incentive Plan is intended to advance the interests of the Corporation by encouraging the Directors, Officers, employees and consultants of the Corporation to acquire Common Shares, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs. Grants under the Equity Incentive Plan are intended to provide long term awards linked directly to the market value performance of the Corporation’s Common Shares. Under the Equity Incentive Plan, the Board will review the Compensation Committee’s recommendations for the granting of Awards to management, Directors, Officers, other employees, and consultants of the Corporation and its subsidiaries. Awards will be granted according to the specific level of responsibility of the particular Director, Officer, employee or consultant.

The number of outstanding Awards will also be considered by the Board when determining the number of Awards to be granted in any particular year due to the limited number of Awards that are available for grant under the Equity Incentive Plan.

Equity Incentive Plan

The Corporation has an Equity Incentive Plan that was last approved by shareholders on September 14, 2023. The maximum number of Common Shares that may be issued under the Equity Incentive Plan is 20% of the number of Common Shares then outstanding. Notwithstanding the forgoing, the total number of Common Shares issued under ISOs (as defined below) cannot exceed 20,000,000 Common Shares, subject to adjustment as provided in the Equity Incentive Plan. The full text of the Equity Incentive Plan is attached to the Corporation’s management information circular dated July 20, 2020 and is available under the Corporation’s profile on sedar.com.

Summary of the Equity Incentive Plan

The principal features of the Equity Incentive Plan are summarized below.

Purpose

The purpose of the Equity Incentive Plan is to enable the Corporation and its affiliated companies to: (i) promote and retain employees, officers, consultants, and directors capable of assuring the future success of the Corporation, (ii) to offer such persons incentives to put forth maximum efforts, and (iii) to compensate such persons through various share and cash-based arrangements and provide them with opportunities for share ownership, thereby aligning the interests of such persons and Shareholders.

The Equity Incentive Plan permits the grant of (i) nonqualified stock options (“NQSOs”) and incentive stock options (“ISOs”) (collectively, “Options”), (ii) restricted stock awards, (iii) restricted stock units (“RSUs”), (iv) stock appreciation rights (“SARs”), and (v) performance compensation awards (“PCAs”), which are referred to herein collectively as “Awards,” as more fully described below.

Eligibility

Any of the Corporation’s employees, officers, directors, consultants (who are natural persons) are eligible to participate in the Equity Incentive Plan (the “Participants”). The basis of participation of an individual under the Equity Incentive Plan, and the type and amount of any Award that an individual will be entitled to receive under the Equity Incentive Plan, will be determined by the Board or Compensation Committee based on its judgment as to the best interests of the Corporation.

The maximum number of Common Shares that may be issued under the Equity Incentive Plan shall be determined by the Board from time to time, but in no case shall exceed, in the aggregate, 20% of the number of Common Shares then outstanding. Notwithstanding the above, the total number of Common Shares issued under ISOs cannot exceed 20,000,000 Common Shares, subject to adjustment as provided in the Equity Incentive Plan.

Any shares subject to an Award under the Equity Incentive Plan that are forfeited, cancelled, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations of a Participant shall again be available for Awards under the Equity Incentive Plan. In the event of any dividend, recapitalization, forward or reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of the Corporation, issuance of warrants or other rights to acquire Common Shares or other securities of the Corporation, or other similar corporate transaction or event, which affects the Common Shares, or unusual or nonrecurring events affecting the Corporation, or the financial statements of the

Corporation, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, the Compensation Committee or Board may make such adjustment, which is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Equity Incentive Plan, to (i) the number and kind of shares which may thereafter be issued in connection with Awards, (ii) the number and kind of shares issuable in respect of outstanding Awards, (iii) the purchase price or exercise price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award, and (iv) any share limit set forth in the Equity Incentive Plan.

Awards

Options

The Compensation Committee is authorized to grant Options to purchase Common Shares that are either ISOs meaning they are intended to satisfy the requirements of Section 422 of the Code, or NQSOs, meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under the Equity Incentive Plan will be subject to the terms and conditions established by the Board or Compensation Committee. Under the terms of the Equity Incentive Plan, unless the Compensation Committee or Board determines otherwise in the case of an Option substituted for another Option in connection with a corporate transaction, the exercise price of the Options will not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the stock options, and (b) the date of grant of the stock options. Options granted under the Equity Incentive Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Compensation Committee or Board and specified in the applicable award agreement. The maximum term of an option granted under the Equity Incentive Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a 10% shareholder). Payment in respect of the exercise of an Option may be made in cash or by cheque, by surrender of unrestricted shares (at their fair market value on the date of exercise) or by such other method as the Compensation Committee may determine to be appropriate.

Restricted Stock

A restricted stock award is a grant of Common Shares, which are subject to forfeiture restrictions during a restriction period. The Compensation Committee or Board will determine the price, if any, to be paid by the Participant for each Common Shares subject to a restricted stock award, but in any event the price may not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the restricted stock, and (b) the date of grant of the restricted stock. The Compensation Committee or Board may condition the expiration of the restriction period, if any, upon: (a) the Participant’s continued service over a period of time with the Corporation or its affiliates; (b) the achievement by the Participant, the Corporation or its affiliates of any other performance goals set by the Compensation Committee; or (c) any combination of the above conditions as specified in the applicable award agreement. If the specified conditions are not attained, the Participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying Common Shares will be forfeited. At the end of the restriction period, if the conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of Common Shares. During the restriction period, unless otherwise provided in the applicable award agreement, a Participant will have the right to vote the shares underlying the restricted stock; however, all dividends will remain subject to restriction until the stock with respect to which the dividend was issued lapses. The Compensation Committee may, in its discretion, accelerate the vesting and delivery of shares of restricted stock. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee, upon a Participant’s termination of service with the Corporation, the unvested portion of a restricted stock award will be forfeited.

RSUs

RSUs are granted in reference to a specified number of Common Shares and entitle the holder to receive, on achievement of specific performance goals established by the Compensation Committee or Board or after a period of continued service with the Corporation or its affiliates or any combination of the above as set forth in the applicable award agreement, one Common Share for each such Common Share covered by the RSU; provided, that the Compensation Committee may elect to pay cash, or part cash and part Common Shares in lieu of delivering only Common Shares. The Compensation Committee or Board may, in its discretion, accelerate the vesting of RSUs. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee, upon a Participant’s termination of service with the Corporation, the unvested portion of the RSUs will be forfeited. The value ascribed to the Common Shares covered by the RSU may not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the RSUs, and (b) the date of grant of the RSUs.

Stock Appreciation Rights

A SAR entitles the recipient to receive, upon exercise of the SAR, the increase in the fair market value of a specified number of Common Shares from the date of the grant of the SAR and the date of exercise payable in Common Shares. Any grant may specify a vesting period or periods before the SAR may become exercisable and permissible dates or periods on or during which the SAR shall be exercisable. No SAR may be exercised more than ten years from the grant date. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee or Board, upon a Participant’s termination of service with the Corporation, the unvested portion of a SAR will be forfeited. The value ascribed to the Common Shares covered by the SARs may not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the SAR, and (b) the date of grant of the SAR.

Performance Compensation Awards

PCAs may be granted under the Equity Incentive Plan, which (i) may be denominated or payable in cash, Common Shares, or other securities, awards or other property (including, without limitation, restricted stock and RSUs), and (ii) confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective performance goals during such performance periods as the Compensation Committee or Board shall establish. Notwithstanding the foregoing, pursuant to the rules of the CSE, the value ascribed to the Common Shares covered by the PCAs may not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the PCA, and (b) the date of grant of the PCA. Subject to the terms of the Equity Incentive Plan and the policies of the CSE, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any PCA granted, the amount of any payment or transfer to be made pursuant to any PCA and any other terms and conditions shall be determined by the Compensation Committee or Board. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee or Board, upon a Participant’s termination of service with the Corporation, the unvested portion of a PCA will be forfeited.

General

The Compensation Committee or Board may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate. Generally, Awards granted under the Equity Incentive Plan shall be non-transferable except by will or by the laws of descent and distribution. No Participant shall have any rights as a shareholder with respect to Common Shares covered by any Awards, unless and until such Awards are settled in Common Shares.

No Option (or, if applicable, SARs) shall be exercisable, no Common Shares shall be issued, no certificates for Common Shares shall be delivered and no payment shall be made under the Equity Incentive Plan except in compliance with all applicable laws. The Board may amend, alter, suspend, discontinue or terminate the Equity Incentive Plan and the Compensation Committee or Board may amend any outstanding Award at any time; provided that (i) such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of the Corporation’s shareholders if such approval is necessary to comply with any tax or regulatory requirement applicable to the Equity Incentive Plan (including, without limitation, as necessary to comply with any rules or requirements of applicable securities exchange), and (ii) no such amendment or termination may adversely affect Awards then outstanding without the Award holder’s permission.

In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Common Shares or other securities of the Corporation or any other similar corporate transaction or event involving the Corporation (or the Corporation shall enter into a written agreement to undergo such a transaction or event), the Compensation Committee or the Board may, in its sole discretion, provide for any (or a combination) of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs):

●	termination of the Award, whether or not vested, in exchange for cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested<br> portion of the Award or realization of the Participant’s vested rights,
●	the replacement of the Award with other rights or property selected by the Compensation<br> Committee or the Board, in its sole discretion,
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●	assumption of the Award by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering<br> the stock of the successor or survivor corporation, or a parent or subsidiary thereof,<br> with appropriate adjustments as to the number and kind of shares and prices,
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●	that the Award shall be exercisable or payable or fully vested with respect to all<br> Common Shares covered thereby, notwithstanding anything to the contrary in the applicable<br> award agreement, or
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●	that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event.
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Tax Withholding

The Corporation may take such action as it deems appropriate to ensure that all applicable federal, state, local and/or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant.

Purchase of Financial Instruments

The Corporation has not adopted any policies or imposed any contractual obligations to restrict the ability of a Named Executive Officer or a Director to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation by the Corporation or held, directly or indirectly, by the Named Executive Officer or Director. The Board discourages the practice of purchasing the securities described above.

Summary Compensation Table

The following table is a summary of compensation paid to the Named Executive Officers and Directors for the two most recently completed financial years ended October 31, 2022 and 2023, and the two month transition period ended December 31, 2023:

Table of Compensation excluding Compensation Securities

Name	Period	Salary,consulting fee,<br><br> <br>retainer orcommission<br><br> <br>(US$)	Bonus<br><br> <br>(US$)	Committee<br><br> <br>or meeting fees<br><br> <br>(US$)	Value of<br><br> <br>perquisites	Value of all<br><br> <br>other compensation<br><br> <br>(US$)	Total<br><br> <br>compensation<br><br> <br>(US$)
J.<br>Obie Strickler,<br><br> <br>President,<br>CEO, and Director	Year<br>ended<br><br> <br>Oct 31, 2022	240,000	Nil	3,755^(2)^	Nil	285,676^(1)^	529,431
	Year<br>ended<br><br> <br>Oct 31, 2023	240,000	20,000	Nil	Nil	347,036^(1)^	607,036
	Two<br>months<br><br> <br>ended Dec<br><br> <br>31, 2023	53,000	50,000	Nil	Nil	71,260^(3)^	174,260
Adam<br>August,<br><br> <br>Senior VP<br>Grown<br><br> <br>Rogue Unlimited<br>LLC	Year<br>ended<br><br> <br>Oct 31, 2022	150,000	Nil	Nil	Nil	Nil	150,000
	Year<br>ended<br><br> <br>Oct 31, 2023	192,038	Nil	Nil	Nil	41,262^(4)^	233,300
	Two<br>months<br><br> <br>ended Dec<br><br> <br>31, 2023	38,294	Nil	Nil	Nil	9,693^(4)^	48,616
Ryan<br>Kee, Chief<br><br> <br>Financial<br>Officer, Corporate<br><br> <br>Secretary<br>and Director	Year<br>ended<br><br> <br>Oct 31, 2022	180,000	Nil	1,788	Nil	5,281	187,069
	Year<br>ended<br><br> <br>Oct 31, 2023	152,957	Nil	Nil	Nil	40,133^(5)^	193,090
	Two<br>months<br><br> <br>ended Dec<br><br> <br>31, 2023	2,381	Nil	Nil	Nil	7,943^(5)^	10,324
Abhilash<br>Patel, Director	Year<br>ended<br><br> <br>Oct 31, 2022	Nil	Nil	3,755^(2)^	Nil	Nil	3,755
	Year<br>ended<br><br> <br>Oct 31, 2023	Nil	Nil	Nil	Nil	12,504^(6)^	12,504
	Two<br>months<br><br> <br>ended Dec<br><br> <br>31, 2023	Nil	Nil	Nil	Nil	2,572^(6)^	2,572
Stephen<br>Gledhill, Director	Year<br>ended<br><br> <br>Oct 31, 2022	Nil	Nil	21,755^(2)(7)^	Nil	Nil	21,755
	Year<br>ended<br><br> <br>Oct 31, 2023	Nil	Nil	18,000	Nil	12,504^(6)^	30,504
	Two<br>months<br><br> <br>ended Dec<br><br> <br>31, 2023	Nil	Nil	3,000	Nil	2,752^(6)^	5,572

Name	Period	Salary,consulting fee,<br><br> <br>retainer orcommission<br><br> <br>(US$)	Bonus<br><br> <br>(US$)	Committee<br><br> <br>or meeting fees<br><br> <br>(US$)	Value of<br><br> <br>perquisites	Value of all<br><br> <br>other compensation<br><br> <br>(US$)	Total<br><br> <br>compensation<br><br> <br>(US$)
Sean<br> Conacher, Director	Year<br> ended<br><br> <br>Oct 31, 2022	Nil	Nil	3,755^(2)^	Nil	Nil	3,755
	Year<br> ended<br><br> <br>Oct 31, 2023	Nil	Nil	Nil	Nil	42,343^(5)^	42,343
	Two<br> months<br><br> <br>ended Dec<br><br> <br>31, 2023	Nil	Nil	Nil	Nil	3,601^(5)^	3,601

Notes:

(1)	Represents rent charged by a company owned by Mr. Strickler<br>and option expense payment made to Mr. Strickler.
(2)	Includes director and committee fees paid in Common Shares.
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(3)	Represents rents charged by a company owned by Mr. Strickler, lease payments for equipment sold by Mr. Strickler to the Company, and option expense payment made to Mr. Strickler.
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(4)	Represents option expense and interest paid on debenture to<br>Mr. August
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(5)	Represents option expense paid to Mr. Kee.
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(6)	Represents stock option vesting expense.
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(7)	Mr. Gledhill was paid an additional $18,000 in fees in his role as chair of the Audit Committee and Compensation Committee.
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Stock options and other compensation securities

Set forth in the table below is a summary of all compensation securities granted or issued to each Director and Named Executive Officer by the Corporation or one of its subsidiaries in the financial year ended October 31, 2023 for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

Name	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price<br><br> <br>($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end($)	Expiry Date
J. Obie Strickler, President, CEO and Director	Stock Options	1,500,000	January 10,<br><br> <br>2023	$0.15	$0.15	$0.14	January 10,<br><br> <br>2027
Abhilash Patel, Director	Stock Options	250,000	January 10,<br><br> <br>2023	$0.15	$0.15	$0.14	January 10,<br><br> <br>2027
Stephen Gledhill, Director	Stock Options	250,000	January 10,<br><br> <br>2023	$0.15	$0.15	$0.14	January 10,<br><br> <br>2027
Sean Conacher, Director	Stock Options	750,000	January 10,<br><br> <br>2023	$0.15	$0.15	$0.14	January 10,<br><br> <br>2027
Adam August, Senior VP<br><br> <br>Grown<br> Rogue Unlimited LLC^(1)^	Stock Options	750,000	January 10,<br><br> <br>2023	$0.15	$0.15	$0.14	January 10,<br><br> <br>2027

Name	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price<br><br> <br>($)	Closing price of security or underlying security on date of grant($)	Closing price of security or underlying security at year end($)	Expiry Date
Ryan<br> Kee, Chief Financial Officer, Corporate Secretary and Director^(2)^	Stock Options	750,000	January 10,<br><br> <br>2023	$0.15	$0.15	$0.14	January 10,<br><br> <br>2027

Notes:

1.	As of October 31, 2023, Mr. August also held 750,000 stock options that were granted on July 10, 2020 and expire on July 9, 2024, with an exercise price of $0.15 per Common Share.
2.	As of October 31, 2023, Mr. Kee also held 250,000 stock options that were granted on July 10, 2020 and expire on July 9, 2024, with an exercise price of $0.15 per Common Share.
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Exercise of Compensation Securities by Directors and NEOs

During the financial year ended October 31, 2023, no director or Named Executive Officer of the Corporation exercised any compensation securities.

Management and Employment Agreements

On December 4, 2018, Grown Rogue Unlimited, LLC (“GRU”) entered into an employment agreement with Adam August as Senior Vice-President for GRU, which was amended and restated on March 1, 2019, again on February 1, 2020, and on February 1, 2021. Pursuant to the employment agreement, annual salary of $150,000 is paid in semi-monthly instalments by GRU. Effective January 1, 2023 Mr. August’s annual salary was increased to $190,000. Mr. August can be awarded bonuses by GRU from time to time, including a profitability bonus of 30% of base salary.

On August 1, 2020, GRU entered into an employment agreement with Ryan Kee as Chief Accounting Officer for GRU, which was amended and restated on May 1, 2022. Pursuant to the employment agreement, Mr. Kee is paid an annual salary of $200,000 in semi-monthly instalments. Mr. Kee may be awarded bonuses by GRU at GRU’s sole discretion. Mr. Kee’s appointment as Chief Financial Officer and Corporate Secretary was approved by the board of directors on August 18, 2021. Mr. Kee’s agreement includes a change of control provision, triggered by termination, or a constructive dismissal within six months of a change in control event. If triggered, a payment equal to 50% of the Mr. Kee’s compensation for the twelve months prior to the change in control event would be due within sixty calendar days after the effective date of the triggering event.

Termination and Change of Control Benefits

See summary of employment agreements above.

PENSION PLAN BENEFITS

No benefits were paid, and no benefits are proposed to be paid to any Directors or Named Executive Officers under any pension or retirement plan.

The Corporation does not have any plans, other than the Stock Option Plan, pursuant to which cash or non- cash compensation is paid or distributed to the Directors and Named Executive Officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Set forth below is a summary of securities issued and issuable under all equity compensation plans for the Corporation as at October 31, 2023. As at October 31, 2023, the Corporation’s Equity Incentive Plan was the only equity compensation plan of the Corporation.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity<br> compensation plans approved by security holders	11,800,000	$0.18	29,900,148
Equity<br> compensation plans not approved by security holders	Nil	N/A	Nil
Total	11,800,000	$0.18	29,900,148

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, a proposed nominee for election as a director of the Corporation, and each associate of any such director, executive officer or proposed nominee: (a) is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries or (b) has indebtedness to another entity that is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Information Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102 Continuous Disclosure Obligations), nor any proposed nominee for election as a Director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the issued shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Corporation and that none of such persons has any material interest in any transaction proposed to be undertaken by the Corporation and will materially affect the Corporation.

In January of 2023, the Corporation exercised an option to acquire 87% of the CEO’s membership interest in Canopy Management, LLC (“Canopy”), which provided identical economic rights as the Corporation originally had in its option agreement for the acquisition of Golden Harvests, LLC (“Golden Harvests”) that was entered into in February of 2020.

On April 25, 2024, the Corporation purchased the remaining minority interest in Canopy for USD$780,000. The USD$780,000 payment to the minority investors consisted of a 20% cash down payment and a seller’s note covering the remaining 80%, which requires monthly payments over a period of four years at an interest rate of 5.2% per annum. Also, the Corporation purchased an additional 20% of the minority interest in Golden Harvests for USD$2,000,000 in deferred cash payments, which includes minimum quarterly payments in cash for a period of 4 years, and a potential earnout based on the performance of Golden Harvests. The minority interest in Golden Harvests is owned by David Pleitner and 8% of the interest in Canopy was owned by certain directors of the Corporation.

During the year ended October 31, 2023, the Corporation issued 200,000 shares to David Pleitner, the Corporation’s Michigan general manager, which represented a portion of consideration for the acquisition of Golden Harvests.

CORPORATE GOVERNANCE

Effective June 30, 2006, the securities regulatory authorities in Canada adopted National Instrument 58- 101 Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”). NP 58-201 contains a series of guidelines for effective corporate governance. The guidelines deal with such matters as the constitution and independence of corporate boards, their functions, the experience and education of board members and other items dealing with sound corporate governance.

Corporate governance refers to the way the business and affairs of a reporting issuer are managed and relates to the activities of the board, the members of who are elected by and are accountable to the Shareholders. Corporate governance takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices which are both in the interest of its Shareholders and contribute to effective and efficient decision-making. Pursuant to NI 58-101 the Corporation has established its corporate governance practices.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a Director’s independent judgment.

The independent members of the Board at present are Mr. Abhilash Patel, Mr. Stephen Gledhill and Mr. Sean Conacher. The non-independent Directors are Mr. J. Obie Strickler and Mr. Ryan Kee. The proposed slate of Directors will be comprised of three (3) independent Directors (Mr. Abhilash Patel, Mr. Stephen Gledhill and Mr. Sean Conacher) and two (2) non-independent Director (Mr. J. Obie Strickler and Mr. Ryan Kee).

The Board facilitates its independent supervision over management by having regular Board meetings and by establishing and implementing prudent corporate governance policies and procedures.

The Board has adopted policies to provide leadership for the independent Directors.

All Directors have attended all Board meetings held since the beginning of the Corporation’s most recently completed financial year.

Board of Directors Mandate

The Board approved and adopted its Directors’ mandate. Roles and responsibilities of the Board are those typically assumed by a board of directors.

GENERAL

The fundamental responsibility of the Board is to appoint a competent senior management team and to oversee the management of the business, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal controls.

SPECIFIC

Senior Management Responsibility

●	Appoint the CEO and senior officers, approve their compensation, and monitor the CEO’s performance against a set of mutually agreed corporate objectives directed at maximizing shareholder value.
●	In conjunction with the CEO, develop a clear mandate for the CEO, which includes a<br> delineation of senior management’s responsibilities.
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●	Ensure that a process is established that adequately provides for succession planning,<br> including the appointing, training and monitoring of senior management.
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●	Establish limits of authority delegated to senior management.
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Operational Effectiveness and Financial Reporting

●	Annual review and adoption of a strategic planning process and approval of the corporate strategic plan, which takes into account, among other things, the opportunities and risks of the business.
●	Ensure that a system is in place to identify the principal risks to the Corporation<br> and that the best practical procedures are in place to monitor and mitigate the risks.
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●	Ensure that processes are in place to address applicable regulatory, corporate, securities<br> and other compliance matters.
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●	Ensure that an adequate system of internal control exists.
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●	Ensure that due diligence processes and appropriate controls are in place with respect<br> to applicable certification requirements regarding the Corporation’s financial and other disclosure.
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●	Review and approve the Corporation’s financial statements and oversee the Corporation’s compliance with applicable audit, accounting and reporting requirements.
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●	Approve annual operating and capital budgets.
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●	Review and consider for approval all amendments or departures proposed by senior management<br> from established strategy, capital and operating budgets or matters of policy which diverge from the ordinary<br> course of business.
●	Review operating and financial performance results relative to established strategy,<br> budgets and objectives.
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Ethics, Integrity and Code of Conduct

●	Approve a communications policy or policies to ensure that a system for corporate<br> communications to all stakeholders exists, including processes for consistent, transparent, regular and timely public disclosure, and to facilitate feedback from<br> stakeholders.
●	Approve a Business Code of Conduct for Directors, Officers, employees, contractors<br> and consultants and monitor compliance with the Business Code of Conduct and approve<br> any waivers of the Business Code of Conduct for officers and directors.
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Board Process/Effectiveness

●	Ensure that Board materials are distributed to Directors in advance of regularly scheduled meetings to allow for sufficient review of the materials prior to the meeting. Directors are expected to attend all meetings.
●	Approve the nomination of Directors.
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●	Provide a comprehensive orientation to each new Director.
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●	Establish an appropriate system of corporate governance including practices to ensure the Board functions independently of management.
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●	Establish appropriate practices for the regular evaluation of the effectiveness of the Board, its committees and its members.
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●	Establish committees and approve their respective mandates and the limits of authority<br> delegated to each committee.
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●	Review and re-assess the adequacy of the Audit Committee Mandate on a regular basis,<br> but not less frequently than on an annual basis.
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●	Review the adequacy and form of the Directors’ compensation to ensure it realistically reflects the responsibilities and risks involved<br> in being a Director.
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●	Each member of the Board is expected to understand the nature and operations of the<br> Corporation’s business, and have an awareness of the political, economic and social trends prevailing in all countries or regions in which the Corporation invests or is contemplating potential<br> investment.
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●	Directors shall meet regularly, and in no case less frequently than quarterly, without senior management participation.
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●	In addition to the above, adherence to all other Board responsibilities as set forth<br> in the Corporation’s By-Laws, applicable policies and practices and other statutory and regulatory obligations,<br> such as approval of dividends, issuance of securities, etc., is expected.
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POSITION DESCRIPTIONS

How the Board Delineates the Role and Responsibilities of the Chair

A written description has been developed for the Chair of the Board. The fundamental responsibility of the Chair of the Board of Directors of the Corporation is to effectively manage the affairs of the Board.

How the Board Delineates the Role and Responsibilities of the Chief Executive Officer

The Board has developed a written position description of the CEO. The CEO’s objectives are discussed and decided during the Compensation Committee meetings following the CEO’s presentation of the annual plan. These objectives include the mandate to maximize shareholder value. The Board approves the CEO objectives for the Corporation on an annual basis.

Orientation and Continuing Education

When new Directors are appointed they receive orientation, commensurate with their previous experience, on the Corporation’s business, assets, industry, and on the responsibilities of Directors. Board meetings may also include presentations by the Corporation’s management and employees to give the Directors additional insight into the Corporation’s business.

Steps Taken to Ensure Directors Exercise Independent Judgement

A Director of the Corporation must immediately disclose to the Board any situation that may place him or her in a conflict of interest. Any such declaration of interest is recorded in the minutes of the meeting. The Director abstains, except if required, from the discussion and voting on the question. In addition, an interested Director will excuse himself or herself from the decision-making process pertaining to a contract or transaction in which he or she has an interest.

Nomination of Directors

The Board will consider its size each year when it considers the number of Directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The selection of the nominees of the Board is made by the other members of the Board, based on the needs of the Corporation and the qualities required to sit on the Board, including ethical character, integrity and maturity of judgement, the level of experience, their ideas regarding the material aspects of the business, the expertise of the candidates in the fields relevant to the Corporation, the will and ability of the candidates to devote the necessary time to their duties, the Board and its committees, the will of the candidates to serve the Board for numerous consecutive financial periods, and finally, the will of the candidates to refrain from engaging in activities which conflict with the responsibilities and duties of the Director of the Corporation and its Shareholders.

The Corporation may use various sources in order to identify the candidates for the Board, including its own contacts and references from other Directors, Officers, advisors of the Corporation, and executive placement agencies.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of Directors required by the Corporation, this policy will be reviewed.

Compensation Committee

The Compensation Committee has the responsibility of evaluating governance, compensation, performance incentives as well as benefits granted to the Corporation’s upper management in accordance with their responsibilities and performance as well as to recommend the necessary adjustments to the Board. This committee also reviews the amount and method of compensation granted to the Directors. The Compensation Committee may mandate an external firm in order to assist it during the execution of its mandate. The Compensation Committee considers time commitment, comparative fees and responsibility in determining compensation. The Compensation Committee is also in charge of establishing the procedure which must be followed by the Corporation in order for it to comply with the guidelines of the Exchange regarding corporate governance. See “Executive Compensation – Compensation Committee” for additional details.

The current Compensation Committee is comprised of J. Obie Strickler, Abhilash Patel and Stephen Gledhill. The Compensation Committee will be comprised of the same individual Directors under the proposed slate of the Directors.

Directorships

Other than Stephen Gledhill, no Director or proposed Director of the Corporation is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction. Stephen Gledhill is a director of Bhang Inc.

AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities.

The Audit Committee’s primary duties and responsibilities are to:

●	Review management’s identification of principal financial risks and monitor the process to manage such risks.
●	Oversee and monitor the Corporation’s compliance with legal and regulatory requirements.
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●	Receive and review the reports of the Audit Committee of any subsidiary with public<br> securities.
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●	Oversee and monitor the Corporation’s accounting and financial reporting processes, financial statements and system of<br> internal controls regarding accounting and financial reporting and accounting compliance.
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●	Oversee audits of the Corporation’s financial statements.
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●	Oversee and monitor the qualifications, independence and performance of the Corporation’s external auditors and internal auditing department.
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●	Provide an avenue of communication among the external auditors, management, the internal<br> auditing department; and the Board.
●	Report to the Board regularly.
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The Audit Committee has the authority to conduct any review or investigation appropriate to fulfilling its responsibilities. The Audit Committee shall have unrestricted access to personnel and information, and any resources necessary to carry out its responsibility.

The Corporation’s Audit Committee is comprised of J. Obie Strickler (not independent), Abhilash Patel (independent) and Stephen Gledhill (independent). Stephen Gledhill is the chairman of the Audit Committee. Under the proposed slate of Directors, the Audit Committee will be comprised of the same individuals. Based on the experience of the Audit Committee members described below, the Corporation believes that these persons have sufficient knowledge and background to actively participate on the Audit Committee.

Under the proposed slate of Directors, the Audit Committee will consist of two independent members and one non-independent member. A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

All the proposed Audit Committee members are financially literate. A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation. From the experience described above, the Corporation believes that these persons have sufficient knowledge and background to actively participate on the Audit Committee.

Relevant Education and Experience

As set out below, each member of the Corporation’s present Audit Committee has adequate education and experience that is relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(i)	an understanding of the accounting principles used by the Corporation to prepare its<br> financial statements and the ability to assess the general application of such principles<br> in connection with the accounting for estimates, accruals and provisions;
(j)	experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable<br> to the breadth and complexity of issues that can reasonably be expected to be raised<br> by the Corporation’s financial statements or experience actively supervising individuals engaged in such activities; and
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(k)	an understanding of internal controls and procedures for financial reporting.
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Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any external auditor that was not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Corporation’s most recently completed financial year ended October 31, 2019, the Corporation has not relied on the exemption in Section 2.4 (De Minimis Non-Audit Services) of National Instrument 52-110 Audit Committees (“NI 52-110”) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. The Corporation is relying upon the exemption in Section 6.1 (Venture Issuers) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year	Audit Fees(US$)	Audit Related Fees($)	Tax Fees^(1)^	All Other Fees($)
Ended October 31, 2022	$75,000	$Nil	$Nil	$Nil
Ended October 31, 2023	$75,000	$Nil	$Nil	$Nil
Ended December 31, 2023	$25,000	$Nil	$Nil	$Nil

Notes:

(1)	Tax Fees include fees for all tax services other than those<br>included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning<br>and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions,<br>and requests for rulings or technical advice from tax authorities.

Other Board Committees

The Board has no committees other than the Audit Committee and the Compensation Committee.

Assessments

The Board monitors the adequacy of information given to Directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board of Directors does not consider that formal assessments would be useful at this stage of the Corporation’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual Directors, the Audit Committee and the Compensation Committee. As part of the assessments, the Board may review its mandate and conduct reviews of applicable corporate policies.

ADDITIONAL INFORMATION

Financial information regarding the Corporation is provided in the Corporation’s audited annual consolidated financial statements for the two-month stub period ended December 31, 2023, the financial years ended October 31, 2023 and 2022, and the accompanying management’s discussion and analysis. Written requests for a copy of the above documents should be directed to the Corporation: c/o Miller Thomson LLP, Scotia Plaza, 40 King St. W., Suite 5800, PO Box 1011, Toronto, Ontario, M5H 3S1, Attention to Grown Rogue International Inc.: Ryan Kee, CFO and Corporate Secretary. Additional information concerning the Corporation is also available online at www.sedar.com.

DIRECTORS’ APPROVAL OF INFORMATION CIRCULAR

The contents and the sending of this Information Circular to the Shareholders have been approved by the Board.

DATED at Toronto, Ontario this 14^th^ day of May, 2024

BY ORDER OF THE BOARD OF DIRECTORS
(signed) “J. Obie Strickler”
J. Obie Strickler
Director, President and Chief Executive Officer

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SCHEDULE “A”

Terms of Subordinate Voting Shares

(1)	An unlimited number of Subordinate Voting Shares, without nominal or par value, having attached thereto the special rights and restrictions as set forth below:
(a)	Voting Rights. Holders of Subordinate Voting Shares shall be entitled to notice of and to attend and speak at any meeting of the shareholders of the Corporation. At each such meeting, holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held, except a meeting of which only holders of another particular class or series of shares of the Corporation shall have the right to vote.
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(b)	Alteration to Rights of Subordinate Voting Shares. As long as any Subordinate Voting Shares remain outstanding, the Corporation will not, without the consent of the holders<br> of the Subordinate Voting Shares by separate special resolution, prejudice or interfere<br> with any right or special right attached to the Subordinate Voting Shares.
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(c)	Dividends. Holders of Subordinate Voting Shares shall be entitled to receive as and when declared<br> by the directors, dividends in cash or property of the Corporation. No dividend will be declared or paid on the Subordinate Voting Shares unless the Corporation simultaneously<br> declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares.
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(d)	Liquidation, Dissolution or Winding-Up. In the event of the liquidation, dissolution or winding-up of the Corporation, whether<br> voluntary or involuntary, or in the event of any other distribution of assets of the<br> Corporation among its shareholders for the purpose of winding up its affairs, the holders of Subordinate Voting Shares shall, subject to the prior rights of the holders of any shares of the Corporation ranking in priority to the Subordinate Voting Shares be entitled to participate rateably along with all other holders of Multiple Voting Shares (on an as-converted to Subordinate Voting Share basis) and Subordinate Voting Shares.
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(e)	Rights to Subscribe; Pre-Emptive Rights. The holders of Subordinate Voting Shares are not entitled to a right of first refusal<br> to subscribe for, purchase or receive any part of any issue of Subordinate Voting<br> Shares, or bonds, debentures or other securities of the Corporation now or in the<br> future.
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(f)	Subdivision or Consolidation. No subdivision or consolidation of the Subordinate Voting Shares or Multiple Voting<br> Shares shall occur unless, simultaneously, the Subordinate Voting Shares and Multiple<br> Voting Shares are subdivided or consolidated in the same manner or such other adjustment<br> is made so as to maintain and preserve the relative rights of the holders of the shares<br> of each of the said classes.
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(g)	Conversion. Each issued and outstanding Subordinate Voting<br>Shares may at any time, at the option of the holder, be converted at the inverse of the Conversion Ratio then in effect. The conversion<br>right may be exercised at any time and from time to time by notice in writing delivered to the transfer agent accompanied by the certificate<br>or certificates representing the Subordinate Voting Shares or, if uncertificated, such other evidence of ownership as the transfer agent<br>may require, in respect of which the holder wishes to exercise the right of conversion. The notice must be signed by the registered holder<br>of the Subordinate Voting Shares in respect of which the right of conversion is being exercised or by his, her or its duly authorized<br>attorney and must specify the number of Subordinate Voting Shares which the holder wishes to have converted. Upon receipt of the conversion<br>notice and share certificate(s) or other evidence of
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ownership satisfactory to the transfer agent, and after paying any applicable stamp tax or similar<br> duty on or in respect of such conversion, the Corporation will issue a share certificate or other evidence of ownership representing<br> Multiple Voting Shares on the basis set out above to the registered holder of the Subordinate Voting Shares. If fewer than all of<br> the Subordinate Voting Shares represented by a certificate accompanying the notice are to be converted, the holder is entitled to<br> receive a new certificate representing the shares comprised in the original certificate which are not to be converted. Subordinate<br> Voting Shares converted into Multiple Voting Shares hereunder will automatically be cancelled.
(h)	Conversion of Subordinate Voting Shares Upon an Offer. In the event that an offer is made to purchase Multiple Voting Shares, and the offer is one which is required, pursuant to applicable securities legislation or the rules of a stock exchange, if any, on which the Multiple Voting Shares are then listed, to be made to all or substantially all the holders of Multiple<br> Voting Shares in a province or territory of Canada to which the requirement applies, each Subordinate Voting Share shall become convertible at the option of the holder into Multiple Voting Shares<br> at the inverse of the Conversion Ratio then in effect, at any time while the offer is in effect until one day after the time prescribed by applicable securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right may only be exercised in respect of Subordinate Voting Shares for the purpose of depositing the resulting Multiple Voting Shares under the offer, and for no other reason. In such event, the transfer<br> agent for the Subordinated Voting Shares shall deposit under the offer the resulting<br> Multiple Voting Shares, on behalf of the holder.
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To exercise such conversion right, the holder or his or its attorney<br>duly authorized in writing shall:
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(i)	give written notice to the transfer agent of the exercise of<br>such right, and of the number of Subordinate Voting Shares in respect of which the right is being exercised;
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(ii)	deliver to the transfer agent the share certificate or certificates<br>representing the Subordinate Voting Shares in respect of which the right is being exercised or, if uncertificated, such other evidence<br>of ownership as the transfer agent may require, if applicable; and
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(iii)	pay any applicable stamp tax or similar duty on or in respect of such conversion.
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No share certificates representing the Multiple Voting Shares,<br>resulting from the conversion of the Subordinate Voting Shares will be delivered to the holders on whose behalf such deposit is being<br>made. If Multiple Voting Shares, resulting from the conversion and deposited pursuant to the offer, are withdrawn by the holder or are<br>not taken up by the offeror, or the offer is abandoned, withdrawn or terminated by the offeror or the offer otherwise expires without<br>such Multiple Voting Shares being taken up and paid for, the Multiple Voting Shares resulting from the conversion will be re-converted<br>into Subordinate Voting Shares at the then Conversion Ratio and a share certificate representing the Subordinate Voting Shares or, if<br>uncertificated, such other evidence of ownership will be sent to the holder by the transfer agent. In the event that the offeror takes<br>up and pays for the Multiple Voting Shares resulting from conversion, the transfer agent shall deliver to the holders thereof the consideration<br>paid for such shares by the offeror.
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Terms of Multiple Voting Shares

(1)	An unlimited number of Multiple Voting Shares, without nominal or par value, having attached thereto the special rights and restrictions as set forth below:

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(a)	Voting Rights. Holders of Multiple Voting Shares shall be entitled to notice of and to attend and speak at any meeting of the shareholders of the Corporation. At each such meeting, except for a meeting of which only holders of another particular class or series of shares of<br> the Corporation shall have the right to vote, holders of Multiple Voting Shares will<br> be entitled to one vote in respect of each Subordinate Voting Share into which such<br> Multiple Voting Share could ultimately then be converted, which for greater certainty,<br> shall initially equal 1,000 votes per Multiple Voting Share.
(b)	Alteration to Rights of Multiple Voting Shares. As long as any Multiple Voting Shares remain outstanding, the Corporation will not, without the consent of the holders of the Multiple Voting Shares by separate special resolution, prejudice or interfere with any right<br> or special right attached to the Multiple Voting Shares. Consent of the holders of<br> a majority of the outstanding Multiple Voting Shares shall be required for any action<br> that authorizes or creates shares of any class having preferences superior to or on a parity with the Multiple Voting Shares. In connection with the exercise of the voting rights contained in this paragraph (b)<br> each holder of Multiple Voting Shares will have one vote in respect of each Multiple<br> Voting Share held.
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(c)	Dividends. The holder of Multiple Voting Shares shall have the right to receive dividends,<br> out of any cash or other assets legally available therefor, pari passu (on an as converted<br> basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares<br> at the Conversion Ratio) as to dividends and any declaration or payment of any dividend<br> on the Subordinate Voting Shares. No dividend will be declared or paid on the Multiple Voting Shares unless the Corporation simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares.
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(d)	Liquidation, Dissolution or Winding-Up. In the event of the liquidation, dissolution or winding-up of the Corporation, whether<br> voluntary or involuntary, or in the event of any other distribution of assets of the<br> Corporation among its shareholders for the purpose of winding up its affairs, the holders of Multiple Voting Shares will, subject to the prior rights of the holders of any shares of the Corporation ranking in priority to the Multiple Voting Shares,<br> be entitled to participate rateably along with all other holders of Multiple Voting<br> Shares (on an as-converted to Subordinate Voting Share basis) and Subordinate Voting<br> Shares.
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(f)	Rights to Subscribe; Pre-Emptive Rights. The holders of Multiple Voting Shares are not entitled to a right of first refusal<br> to subscribe for, purchase or receive any part of any issue of Subordinate Voting<br> Shares, or bonds, debentures or other securities of the Corporation now or in the<br> future.
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(g)	Conversion. Holders of Multiple Voting Shares Holders shall have conversion rights as follows (the “Conversion Rights”):
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(i)	Right to Convert. Each issued and outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into fully paid and non-assessable<br> Subordinate Voting Shares as is determined by multiplying the number of Multiple Voting Shares by the Conversion Ratio applicable to such share, determined<br> as hereafter provided, in effect on the date the Multiple Voting Share is surrendered<br> for conversion. The initial “Conversion Ratio” for shares of Multiple Voting Shares shall be 1,000 Subordinate Voting Shares for<br> each Multiple Voting Share; provided, however, that the Conversion Ratio shall be subject to adjustment as set forth in this Section (g).
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(ii)	Mandatory Conversion. Notwithstanding any other term herein, the Corporation may require each holder of Multiple Voting Shares to convert<br> all, and not less than all, the Multiple Voting Shares at the applicable Conversion Ratio (a “Mandatory Conversion”) if at any time all the following conditions are satisfied (or otherwise waived by special resolution of<br> holders of Multiple Voting Shares):
(A)	the Subordinate Voting Shares issuable upon conversion of all the Multiple Voting<br> Shares are registered for resale and may be sold by the holder thereof pursuant to<br> an effective registration statement and/or prospectus covering the Subordinate Voting<br> Shares under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”);
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(B)	the Corporation is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and
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(C)	the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange.
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The Corporation will issue or cause its transfer agent to issue<br>each holder of Multiple Voting Shares of record a Mandatory Conversion notice at least 20 days prior to the record date of the Mandatory<br>Conversion, which shall specify therein, (i) the number of Subordinate Voting Shares into which the Multiple Voting Shares are convertible<br>and (ii) the address of record for such holder. On the record date of a Mandatory Conversion, the Corporation will issue or cause its<br>transfer agent to issue each holder of record on the Mandatory Conversion date certificates representing the number of Subordinate Voting<br>Shares into which the Multiple Voting Shares are so converted or, if uncertificated, such other evidence of ownership of the Subordinate<br>Voting Shares, and each certificate representing the Multiple Voting Shares shall be null and void.
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(iii)	Mechanics of Conversion. The conversion right may be exercised at any time and from time to time by notice in writing delivered to the Corporation or transfer agent accompanied by the certificate or certificates representing the Multiple Voting<br> Shares or, if uncertificated, such other evidence of ownership as the Corporation<br> or transfer agent may require, in respect of which the holder wishes to exercise the right of conversion. The notice must be signed by the registered holder of the<br> Multiple Voting Shares in respect of which the right of conversion is being exercised or by his, her or its duly authorized attorney and must specify the number of Multiple Voting Shares which the holder wishes to have converted. Upon receipt of the conversion notice and share certificate(s) or other evidence of ownership satisfactory<br> to the transfer agent, and after paying any applicable stamp tax or similar duty on or in respect of such conversion, the Corporation will issue a share certificate or other evidence of ownership representing Subordinate Voting Shares on the basis set out above to the registered holder of the Multiple Voting<br> Shares. If fewer than all of the Multiple Voting Shares represented by a certificate<br> accompanying the notice are to be converted, the holder is entitled to receive a new certificate representing the shares comprised in the original certificate which<br> are not to be converted. Multiple Voting Shares converted into Subordinate Voting<br> Shares hereunder will automatically be cancelled.
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(iv)	Adjustments for Distributions. In the event the Corporation shall declare a distribution to holders of Subordinate Voting Shares payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons,<br> assets (excluding cash dividends) or options or rights not otherwise causing
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adjustment to the Conversion Ratio (a “Distribution”),<br>then, in each such case for the purpose of this subsection, the holders of Multiple Voting Shares shall be entitled to a proportionate<br>share of any such Distribution as though they were the holders of the number of Subordinate Voting Shares into which their Multiple Voting<br>Shares are convertible as of the record date fixed for the determination of the holders of Subordinate Voting Shares entitled to receive<br>such Distribution.
(v)	Recapitalizations; Stock Splits. If at any time or from time-to-time, the Corporation shall effect a recapitalization<br> of the Subordinate Voting Shares; (ii) issue Subordinate Voting Shares as a dividend or other distribution on outstanding Subordinate Voting Shares; (iii) subdivide the outstanding Subordinate<br> Voting Shares into a greater number of Subordinate Voting Shares; (iv) consolidate<br> the outstanding Subordinate Voting Shares into a smaller number of Subordinate Voting<br> Shares; or (v) effect any similar transaction or action (each, a “Recapitalization”), provision shall be made so that the holders of Multiple Voting Shares shall thereafter<br> be entitled to receive, upon conversion of Multiple Voting Shares, the number of Subordinate<br> Voting Shares or other securities or property of the Corporation or otherwise, to which a holder of Subordinate Voting Shares deliverable upon conversion would have been entitled on such Recapitalization.<br> In any such case, appropriate adjustment shall be made in the application of the provisions<br> of this Section (g) with respect to the rights of the holders of Multiple Voting Shares<br> after the Recapitalization to the end that the provisions of this Section (g) (including<br> adjustment of the Conversion Ratio then in effect and the number of Multiple Voting<br> Shares issuable upon conversion of Multiple Voting Shares) shall be applicable after that event as nearly equivalent as may be practicable.
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(vi)	No Fractional Shares and Certificate as to Adjustments. No fractional Subordinate Voting Shares shall be issued upon the conversion of any<br> Multiple Voting Shares and the number of Subordinate Voting Shares to be issued shall be rounded up to the nearest whole Subordinate Voting Share. Whether or not<br> fractional Subordinate Voting Shares are issuable upon such conversion shall be determined<br> on the basis of the total number of shares of Multiple Voting Shares the holder is at the time converting into Subordinate Voting Shares and the number of Subordinate Voting Shares issuable upon such aggregate conversion.
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(vii)	Adjustment Notice. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant<br> to this Section (g), the Corporation, at its expense, shall promptly compute such adjustment<br> or readjustment in accordance with the terms hereof and prepare and furnish to each<br> holder of Multiple Voting Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Multiple Voting Shares,<br> furnish or cause to be furnished to such holder a like certificate setting forth (A)<br> such adjustment and readjustment, (B) the Conversion Ratio for Multiple Voting Shares at the time in effect, and (C) the number of Subordinate Voting Shares and the amount, if any, of other property which at the time would be received upon the conversion of a Multiple Voting Share.
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(viii)	Disputes. Any holder of Multiple Voting Shares that beneficially owns more than 5% of the issued and outstanding Multiple Voting Shares may submit a written<br> dispute as to the determination or the arithmetic calculation of the Conversion
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A-6

Ratio with the basis for the disputed determinations or arithmetic<br>calculations. The Corporation shall respond to the holder within five (5) Business Days of receipt, or deemed receipt, of the dispute<br>notice with a written calculation of the Conversion Ratio. If the holder and the Corporation are unable to agree upon such determination<br>or calculation of the Conversion Ratio, within five (5) Business Days of such response, then the Corporation and the holder shall, within<br>one (1) Business Day thereafter submit the disputed arithmetic calculation of the conversion ratio to the Corporation’s independent,<br>outside accountant. The Corporation, at the Corporation’s expense, shall cause the accountant to perform the determinations or<br>calculations and notify the Corporation and the holder of the results no later than ten (10) Business Days from the time it receives<br>the disputed determinations or calculations. Such accountant’s determination or calculation, as the case may be, shall be binding<br>upon all parties absent demonstrable error. “Business Day” means any day excluding a Saturday, Sunday or statutory<br>holiday in the province of Ontario.
(h)	Conversion of Upon an Offer. In addition to the conversion rights set out in Section (g), in the event that an offer is made to purchase Subordinate Voting Shares, and the offer is one which is required, pursuant to applicable securities legislation or the rules of a stock exchange, if any, on which the Subordinate Voting Shares are then listed, to be made to all or substantially<br> all the holders of Subordinate Voting Shares in a province or territory of Canada<br> to which the requirement applies, each Multiple Voting Share shall become convertible<br> at the option of the holder into Subordinate Voting Shares at the Conversion Ratio<br> then in effect, at any time while the offer is in effect until one day after the time<br> prescribed by applicable securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right in this Section (h) may only be exercised in respect of Multiple<br> Voting Shares for the purpose of depositing the resulting Subordinate Voting Shares under the offer, and for no other reason. In such event, the transfer agent for the Subordinate Voting Shares<br> shall deposit under the offer the resulting Subordinate Voting Shares, on behalf of<br> the holder.
---	---
To exercise such conversion right, the holder or his or its attorney<br>duly authorized in writing shall:
---
(i)	give written notice to the transfer agent of the exercise of<br>such right, and of the number of Multiple Voting Shares in respect of which the right is being exercised;
---	---
(ii)	deliver to the transfer agent the share certificate or certificates<br>representing the Multiple Voting Shares in respect of which the right is being exercised or, if uncertificated, such other evidence of<br>ownership as the transfer agent may require, if applicable; and
---	---
(iii)	pay any applicable stamp tax or similar duty on or in respect<br>of such conversion.
---	---

No share certificates representing the Subordinate Voting Shares, resulting from the conversion of the Multiple Voting Shares will be delivered to the holders on whose behalf such deposit is being made. If Subordinate Voting Shares, resulting from the conversion and deposited pursuant to the offer, are withdrawn by the holder or are not taken up by the offeror, or the offer is abandoned, withdrawn or terminated by the offeror or the offer otherwise expires without such Subordinate Voting Shares being taken up and paid for, the Subordinate Voting Shares resulting from the conversion will be re-converted into Multiple Voting Shares at the inverse of Conversion Ratio then in effect and a share certificate representing the Multiple Voting Shares will be sent to the holder by the transfer agent. In the event that the offeror takes up and pays for the Subordinate Voting Shares resulting from conversion, the transfer agent shall deliver to the holders thereof the consideration paid for such shares by the offeror.

(i)

Notices of Record Date. Except as otherwise provided under applicable law, in the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Multiple Voting Shares, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

B-1

SCHEDULE “B”

SUMMARY OF DISSENT RIGHTS

Section 185 of the OBCA provides that a shareholder may only exercise the right to dissent with respect to all the shares of a class held by the shareholder on behalf of any one beneficial owner and registered in the shareholder’s name. One consequence of this provision is that a shareholder may only exercise the right to dissent under section 185 of the OBCA in respect of the shares which are registered in that shareholder’s name. In many cases, shares beneficially owned by a person (a “Beneficial Holder”) are registered either: (i) in the name of an intermediary that the Beneficial Holder deals with in respect of the shares (such as banks, trust companies, securities dealers and brokers, trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, and their nominees); or (ii) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc. (“CDS”)) of which the intermediary is a participant. Accordingly, a Beneficial Holder will not be entitled to exercise the right to dissent under section 185 of the OBCA directly (unless the shares are re-registered in the Beneficial Holder’s name). A Beneficial Holder who wishes to exercise the right to dissent should immediately contact the intermediary who the Beneficial Holder deals with in respect of the applicable shares and either: (i) instruct the intermediary to exercise the right to dissent on the Beneficial Holder’s behalf (which, if the shares are registered in the name of CDS or another clearing agency, would require that the shares first be re-registered in the name of the intermediary); or (ii) instruct the intermediary to re-register the shares in the name of the Beneficial Holder, in which case the Beneficial Holder would then have to exercise the right to dissent directly.

A registered Shareholder who wishes to invoke the provisions of section 185 of the OBCA (a “Dissenting Shareholder”) must send the Corporation a written objection to the Share Amendment Resolution (a “Notice of Dissent”) at the following address: c/o Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1. The Notice of Dissent must be sent at or before the Meeting. The sending of a Notice of Dissent does not deprive a registered Shareholder of his or her right to vote on the Share Amendment Resolution but a vote either in person or by proxy against the Share Amendment Resolution does not constitute a Notice of Dissent.

Within 10 days after the Share Amendment Resolution is approved, the Corporation must send a notice confirming passage for such resolution (the “Approval Notice”) to those Dissenting Shareholders who have not withdrawn their Notices of Dissent and did not vote in favour of the applicable resolution at the Meeting. Within 20 days after receipt of such Approval Notice (or if a Dissenting Shareholder entitled to receive the Approval Notice does not receive such Approval Notice, within 20 days after he, she or it learns of the approval of the applicable resolution), a Dissenting Shareholder who has not withdrawn her, his or its Notice of Dissent and did not vote in favour of the Share Amendment Resolution at the Meeting must send the Corporation a written notice containing her, his or its name and address, the number of shares of the Corporation held and a demand for payment of the fair value of such shares and, within 30 days after sending such written notice, such Dissenting Shareholder must also send the Corporation the appropriate share certificate(s), if any. If the amendment to the Articles contemplated in the Share Amendment Resolution becomes effective, the Corporation is required to determine the fair value of the Common Shares of the Corporation and to make a written offer to the Dissenting Shareholder to pay such amount. The fair value of those shares is to be determined as of the close of business on the last business day before the date on which the Share Amendment Resolution was adopted. If the Corporation fails to make a written offer or such offer is not accepted within 50 days after the amendment to the Articles, the Corporation may apply to the court to fix the fair value of such Common Shares. There is no obligation on the Corporation to apply to the court. If the Corporation fails to make such an application, a Dissenting Shareholder has the right to so apply within a further 20 days. If an application is made by either party, the final order of the court will fix the fair value of the Common Shares of all Dissenting Shareholders. The court may in its discretion allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the date the shareholder ceased to have any rights by reason of their dissent until the date of payment.

B-2

A Dissenting Shareholder will cease to have any rights as a shareholder of the Corporation other than the right to be paid the fair value for her, his or its Common Shares upon the occurrence of the earliest of: (i) the amendment to the Articles becoming effective; (ii) the company and the Dissenting Shareholder entering into an agreement as to the payment to be made by the Corporation for the Dissenting Shareholder’s Shares; or (iii) the Court making an order fixing the fair value of the Common Shares. Until one of these three events occur, the Dissenting Shareholder may withdraw the Notice of Dissent or the Corporation may rescind the Share Amendment Resolution and the dissent and appraisal proceedings in respect of such Dissenting Shareholder will be discontinued.

Dissenting Shareholders will not have any right other than those granted under the OBCA to have their Common Shares appraised or to receive the fair value thereof.

The above is only a summary and is expressly subject to the dissenting shareholder provisions of section 185 of the OBCA. The Corporation is not required to notify, and the Corporation will not notify, Shareholders of the time periods within which action must be taken in order for a Shareholder to exercise the Shareholder’s dissent rights. It is recommended that any Shareholder of the Corporation wishing to exercise a right to dissent should seek legal advice, as failure to comply strictly with the provisions of the OBCA may result in the loss or unavailability of the right to dissent.

Exhibit5

GROWN ROGUE INTERNATIONAL INC.

(THE “CORPORATION”)

CERTIFICATE

Abridgementof Time Pursuant to National Instrument 54-101

Communication with Beneficial Owners of Securities of a Reporting Issuer

Reference is made to the annual & special meeting of shareholders of the Corporation scheduled to be held on June 24, 2024 (the “Meeting”).

I, J. Obie Strickler, President and Chief Executive Officer of the Corporation hereby certify in my capacity as an officer of the Corporation, for and on behalf of the Corporation, and not in my personal capacity, that:

1.	All<br> proxy-related materials in connection with the Meeting are being sent in compliance with the applicable timing requirements<br> in Sections 2.9 and 2.12 of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”).
2.	The<br> Corporation has arranged to carry out in connection with the Meeting all of the requirements of NI 54-101 in addition to<br> those described in item 1 above.
---	---
3.	The<br> Corporation is relying upon Section 2.20 of NI 54-101 in connection with the abridgement of certain of the time periods<br> specified in NI 54-101 in respect of the Meeting.
---	---

The term “proxy-related materials” as used in this Certificate shall have the meaning ascribed thereto in NI 54-101.

DATED as of this 23^rd^ day of May, 2024.

Grown Rogue International Inc.
By:	“J. Obie Strickler”
	Name:	J. Obie Strickler
	Title:	President and Chief Executive Officer

Exhibit6

GROWNROGUE INTERNATIONAL INC.

Requestfor Financial Statements

FiscalYear: 2024

In accordance with National Instrument 51-102 – Continuous Disclosure Obligations, registered and beneficial shareholder may elect annually to receive interim (quarterly) financial statements and corresponding management discussion and analysis (“MD&A”) and/or annual financial statements and MD&A.

If you wish to receive these documents by mail or email, please return this completed form to:

CAPITALTRANSFER AGENCY ULC

390BAY ST., SUITE 920

TORONTO,ON M5H 2Y2

Rather than receiving financial statements by mail, you may choose to view these documents on the SEDAR website at www.sedar.com.

I HEREBY CERTIFY that I am a registered and/or beneficial holder of the Corporation, and as such, request that my name be placed on the Corporation’s Mailing List in respect to its annual and/or interim financial statements and the corresponding MD&A for the current financial year.

SHAREHOLDER REGISTRATION (PLEASE PRINT CLEAR IN BLOCK LETTERS)
STREET ADDRESS
CITY	PROV/STATE	POSTAL/ZIP CODE
COUNTRY (IF NOT CANADA OR USA)	EMAIL
IF THIS IS AN ADDRESS CHANGE, PLEASE CHECK THE BOX AND PROVIDE YOUR FORMER ADDRESS BELOW
☐
PLEASE SEND ME THE FOLLOWING:
☐	Annual Financial Statements with MD&A
☐	Interim Financial Statements with MD&A
SIGNED:		DATE:
---	---	---
	(Signature of Shareholder)

Exhibit 7

GROWN ROGUE INTERNATIONAL INC. LETTER OF TRANSMITTAL

This letter of transmittal (the “Letter of Transmittal”) is for use by registered holders (“Shareholders”) of common shares (the “Common Shares”) in the capital of Grown Rogue International Inc. (the “Corporation”) for the purpose of the Share Amendment (as defined below) referenced in the notice of annual general and special meeting of shareholders and information circular of the Corporation dated May 14, 2024 (the “Circular”), prepared in connection with the annual general and special meeting of Shareholders to be held on June 24, 2024, or any adjournment(s) or postponement(s) thereof (the “Meeting”), which accompanies this Letter of Transmittal and is available under the Corporation’s profile on SEDAR at www.sedar.com. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Circular. You are encouraged to carefully review the Circular in its entirety.

In order to minimize the proportion of the outstanding voting securities of the Corporation that are held by “U.S. persons” for purposes of determining whether the Corporation is a “foreign private issuer” under United States securities laws, the Corporation intends to redesignate the issued and outstanding Common Shares as subordinate voting shares (the “Share Amendment” and each such share on a post-Share Amendment basis, being a “Subordinate Voting Share”).

Shortly following the Meeting, if the Share Amendment Resolution is passed, the Corporation intends to make the necessary filings to give effect to the Share Amendment. In order to receive the Subordinate Voting Shares to which a Shareholder is entitled pursuant to the Share Amendment, each Shareholder must forward by personal delivery or by registered mail a properly completed Letter of Transmittal accompanied by the share certificate(s) representing their existing Common Shares, if applicable, to Capital Transfer Agency (the “Depositary”).

The instructions accompanying this Letter of Transmittal specify certain signature guarantees and additional documents that Shareholders may be required to provide with this Letter of Transmittal. Shareholders may, upon request, be required to execute any additional documents deemed by the Depositary or the Corporation, at their discretion, to be reasonably necessary or desirable to complete the deposit and cancellation of their existing Common Shares in exchange for the Subordinate Voting Shares.

Until surrendered, each certificate which immediately prior to the effective time of the Share Amendment represented Common Shares will be deemed, at any time after the effective time of the Share Amendment, to represent the number of Subordinate Voting Shares to which such Shareholder is entitled as a result of the Share Amendment.

This Letter of Transmittal is for use by registered Shareholders only and is not to be used by beneficial (non- registered) holders of Common Shares (“Beneficial Holders”). Beneficial Holders do not have Common Shares registered in their name, but hold their Common Shares through an intermediary, which include, among others, banks, trust companies, securities dealers, brokers or financial advisors. If you are a Beneficial Shareholder, you should contact your intermediary for instructions and assistance in depositing your Common Shares.

GROWN ROGUE INTERNATIONAL INC. LETTER OF TRANSMITTAL

TO:	CAPITAL TRANSFER AGENCY (the “Depositary”)
AND TO:	GROWN ROGUE INTERNATIONAL INC. (the “Corporation”)

The undersigned has reviewed the Circular, and represents and warrants that (i) the undersigned is the registered owner of the number of Common Shares described below (the “Deposited Shares”), which Common Shares are represented by the share certificate(s) described below and delivered herewith, (ii) the undersigned has good title to the shares represented by the said certificate(s), free and clear of all liens, charges and encumbrances, (iii) the undersigned has full power and authority to herewith deposit such Common Shares, (iv) the surrender of the Deposited Shares complies with all applicable laws and (v) all information inserted by the undersigned into this Letter of Transmittal is complete, true and accurate.

Certificate Number	Number of Common Shares	Registered in the Name of

(Attach additionallist if the space above is insufficient)

The above-listed share certificates are hereby surrendered in exchange for certificates representing Subordinate Voting Shares of the Corporation on the basis of one Subordinate Voting Share for each pre-Share Amendment Common Share.

The undersigned irrevocably constitutes and appoints the Depositary, each officer and director of the Corporation, and any other person designated by the Corporation in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares and any distributions on such securities with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) in the name of and on behalf of the undersigned, to register or record the cancellation and exchange of such Deposited Shares for Subordinate Voting Shares on the securities register of the Corporation. The undersigned acknowledges and agrees that the issuance and delivery of the appropriate number of Subordinate Voting Shares in accordance with the instructions set out below and the information contained in the Circular will completely discharge any and all obligations of the Corporation and the Depositary with respect to the matters contemplated by this Letter of Transmittal. Unless the Share Amendment is not implemented, the deposit of Deposited Shares pursuant to this Letter of Transmittal is irrevocable. The representations, warranties, covenants, acknowledgements and agreements contained herein shall survive the completion of the Share Amendment. Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, legal representatives, successors and assigns of the undersigned.

It is understood that the undersigned will not receive the Subordinate Voting Shares in exchange for the Deposited Shares until the certificate(s) representing the Deposited Shares owned by the undersigned are received by the Depositary at the address set forth in this Letter of Transmittal, together with a duly completed and signed Letter of Transmittal and all other required documents, if any, and until the same are processed by the Depositary (which shall not occur until after the effective time of the Share Amendment).

If the Share Amendment is not implemented for any reason, the enclosed certificate(s) representing Common Shares and all other ancillary documents received by the Depositary will be returned forthwith to the undersigned all in accordance with the instructions set out below.

The undersigned authorizes and directs the Depositary to issue the certificate(s) for the Subordinate Voting Shares to which the undersigned is entitled as indicated below and to mail such certificate(s) to the address indicated below or, if no instructions are given, in the name and to the address of the undersigned as the same appears on the books of the Depository.

BOX A ISSUANCE INSTRUCTIONS	BOX B DELIVERY INSTRUCTIONS
☐ Issue Subordinate Voting Shares in the name of:<br><br> <br>(please print or type):	☐ Same address as Box A; or
	☐ Hold for pick-up at the offices of the Depository; or
(Name)
	☐ Deliver as follows:
(Street Address and Number)
(City and Province or State)	(Name)
(Country and Postal (Zip) Code)	(Street Address and Number)
(Telephone — Business Hours)	(City and Province or State)
(E-mail Address)	(Country and Postal (Zip) Code)
BOX C EXECUTION	BOX D SIGNATURE GUARANTEE
---	---
THIS LETTER OF TRANSMITTAL MUST BEDATED AND SIGNED	Complete if any Subordinate Voting Shares are to be issued in a name that differs from the name of the registered holder appearing on the certificates representing the Deposited Shares.
(Date)	(Date)
(Signature of Shareholder<br> or authorized representative)	(Signature)
(Name of Shareholder)	(Name)
(Name of authorized representative,<br> if applicable)	(Street Address and Number)
	(City and Province or State)
	(Country and Postal (Zip)<br> Code)
	Signature guaranteed by:

INSTRUCTIONS

1.	Unless defined in this Letter of Transmittal or these instructions, capitalized terms have the meaning ascribed thereto in the management information circular of the Corporation dated May 14, 2024 (the “Circular”).
2.	Shareholders should refer to the Circular for particulars of the Share Amendment.
---	---
3.	Each registered holder of Common Shares must deliver the Letter of Transmittal completed and signed, together with their certificate(s) to the office of the Depository set out in Instruction 9 below. The method of delivery of the Common Share certificate(s) is at the option and risk of the holder of Common Shares. It is recommended such documents be delivered by hand to the Depository and a receipt obtained. If mail is used, registered mail, properly insured with acknowledgement of receipt requested, is suggested. Delivery will be effected only when documents are actually received by the Depository at the office set out below.
---	---
4.	All questions as to the validity, form and acceptance of any Deposited Shares will be determined by the Corporation in its absolute discretion and such determination shall be final and binding. The Corporation reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal and/or any accompanying documents received by it.
---	---
5.	Each registered holder of Common Shares must fill in the delivery instructions in Box B and sign and date this Letter of Transmittal in Box C. If Box B is not completed, the certificate(s) representing Subordinate Voting Shares will be mailed to the Shareholder’s address recorded on the books of the Depository.
---	---
6.	If no change in the name of the registered holder appearing on the existing Common Share certificate(s) is desired but more than one new certificate is to be issued in that name, a holder should also fill out Box A of this Letter of Transmittal. Any holder who does not fill out Box A will receive one certificate representing Subordinate Voting Shares for each certificate representing Deposited Shares delivered herewith. No charge will be made for one new replacement certificate but where more than one certificate is requested, a charge of $21.00 (plus HST) will be levied for each additional certificate. Payment must be submitted by cheque, bank draft or money order at the time the Deposited Shares are surrendered with this Letter of Transmittal, payable to Capital Transfer Agency.
---	---
7.	A registered holder of Common Shares who wishes to have the certificate(s) representing Subordinate Voting Shares registered in the name of a person other than the registered holder must complete Boxes A and B of the Letter of Transmittal, and must endorse the existing Common Share certificate(s), or submit a share transfer power of attorney form duly and properly completed, delivered with the Letter of Transmittal. The signature of the registered holder must correspond in every respect with the name appearing on the face of the certificate(s). Such signature must be guaranteed in Box D by a Canadian Schedule 1 chartered bank, or a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc Medallion Signature Program (MSP).
---	---
8.	Where the Letter of Transmittal is executed on behalf of a corporation, partnership or association or by any agent, executor, administrator, trustee, curator, guardian or any person acting in a representative capacity, the Letter of Transmittal must be accompanied by evidence of authority to act satisfactory to the Depository.
---	---
9.	Office of Depositary:	Capital Transfer Agency 390 Bay Street, Suite 920 Toronto, ON M5H 2Y2
---	---	---
10.	If a share certificate has been lost or destroyed, the Letter of Transmittal should be completed as fully as possible and forwarded to the Depository at the address set out in Instruction 9 above, together with correspondence stating that the original certificate has been lost. The Depository will forward appropriate documentation.
---	---
11.	Any questions should be directed to the Depositary at 1 (416) 350-5007 or by sending an email to [email protected]. You may also contact your lawyer or other professional advisor for assistance concerning the completion of this Letter of Transmittal.
---	---

To receive certificates representing Subordinate Voting Shares, you must complete this Letter of Transmittal and deliver it and your existing Common Share certificate(s), and all other required documents, to Capital Transfer Agency.

Exhibit8

GROWNROGUE INTERNATIONAL INC.

For use at the Annual and Special Meeting of Shareholders

to be held on June 24, 2024

This Proxy is solicited by the management of Grown Rogue International Inc. (the “Corporation”) in connection with the notice of annual and special meeting of the shareholders to be held on the 24^th^ day of June, 2024 (the “Notice of Meeting”). The undersigned shareholder of the Corporation hereby appoints Stephen Gledhill, a director of the Corporation, or failing him, Ryan Kee, the Chief Financial Officer and Corporate Secretary of the Corporation, or instead of any of them the following appointee ________, as proxyholder for the undersigned, with power of substitution, to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Corporation (the “Meeting”) to be held at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario M5H 3S1 on the 24^th^ day of June, 2024, at the hour of 11:00 a.m. (Eastern Daylight Time), and at any adjournment or adjournments thereof. Without limiting the general authorization and power hereby given, all the common shares in the capital of the Corporation (collectively, the “Shares”) registered in the name of the undersigned are to be voted as indicated below and may be voted in the discretion of such proxy with respect to amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or adjournments thereof in such manner as the person above named may see fit. If no choice is specified, the proxy shall vote in favour of the motions proposed to be made at the Meeting.

1.	FOR	☐	THE ELECTION<br> OF J. OBIE STRICKLER AS A DIRECTOR OF THE CORPORATION.
	WITHHOLD	☐
2.	FOR	☐	THE ELECTION<br> OF ABHILASH PATEL AS A DIRECTOR OF THE CORPORATION.
	WITHHOLD	☐
3.	FOR	☐	THE ELECTION<br> OF STEPHEN GLEDHILL AS A DIRECTOR OF THE CORPORATION.
	WITHHOLD	☐
4.	FOR	☐	THE ELECTION<br> OF SEAN CONACHER AS A DIRECTOR OF THE CORPORATION.
	WITHHOLD	☐
5.	FOR	☐	THE ELECTION<br> OF RYAN KEE AS A DIRECTOR OF THE CORPORATION.
	WITHHOLD	☐
6.	FOR	☐	TO APPOINT<br> TURNER, STONE & COMPANY, L.L.P. AS THE INDEPENDENT AUDITORS OF THE CORPORATION UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS<br> AND AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS’ REMUNERATION.
	WITHHOLD	☐
7.	FOR<br><br> WITHHOLD	☐<br><br> ☐	TO CONSIDER,<br> AND, IF THOUGHT APPROPRIATE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN THE<br> ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR OF THE CORPORATION FOR THE MEETING DATED MAY 14, 2024 (THE “INFORMATION CIRCULAR”),<br> APPROVING THE AMENDMENT TO THE ARTICLES OF THE CORPORATION TO AMEND THE RIGHTS AND RESTRICTIONS OF THE EXISTING CLASS OF SHARES AND<br> REDESIGNATE SUCH CLASS AS SUBORDINATE VOTING SHARES; AND TO CREATE A CLASS OF MULTIPLE VOTING SHARES, NOTWITHSTANDING THAT THIS RESOLUTION<br> MAY BE PASSED BY THE SHAREHOLDERS OF THE CORPORATION, THE DIRECTORS OF THE CORPORATION ARE AUTHORIZED TO REVOKE THIS SPECIAL RESOLUTION<br> BEFORE IT IS ACTED ON WITHOUT FURTHER APPROVAL OF THE SHAREHOLDERS.

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person.

Tobe valid, this proxy must be received by the Corporation’s transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920,Toronto, Ontario, M5H 2Y2, Fax Number: 416.350.5008, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays inthe City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairmanof the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

This proxy revokes and supersedes all proxies of earlier date.

DATED this	day of	, 2024.

Tovote online, please go to: www.capitaltransferagency.com/voteproxy

	SIGNATURE OF SHAREHOLDER
Proxy Control Number:	* SPECIMEN *
	NAME OF SHAREHOLDER
* SPECIMEN <br><br> <br>1 MAIN STREET ANYWHERE PA 99999-9999 UNITED STATES*
	NUMBER OF SHARES HELD

NOTESAND INSTRUCTIONS

THISPROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

1.	The<br> shares represented by this proxy will be voted. Where a choice is specified, the proxy will<br> be voted as directed. Where no choice is specified, this proxy will be voted in favour of<br> the matters listed on the proxy. The proxy confers discretionary authority on the above named<br> person to vote in his or her discretion with respect to amendments or variations to the matters<br> identified in the notice of meeting accompanying the proxy or such other matters which may<br> properly come before the Meeting.
2.	Each<br> shareholder has the right to appoint a person other than management designees specified above<br> to represent them at the Meeting. Such right may be exercised by inserting in the space provided<br> the name of the person to be appointed, who need not be a shareholder of the Corporation.
---	---
3.	Each<br> shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation,<br> the proxy must be executed by an officer or attorney thereof duly authorized.
---	---
4.	If<br> the proxy is not dated in the space provided, it is deemed to bear the date of its mailing<br> to the shareholders of the Corporation.
---	---
5.	If<br> the shareholder appoints any of the persons designated above, including persons other than<br> the management designees, as proxy to attend and act at the Meeting:
---	---
(a)	the<br> shares represented by the proxy will be voted in accordance with the instructions of the<br> shareholder on any ballot that may be called for;
---	---
(b)	where<br> the shareholder specifies a choice in the proxy with respect to any matter to be acted upon,<br> the shares represented by the proxy shall be voted accordingly; and.
---	---
(c)	IF<br> NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED<br> FOR SUCH MATTERS.
---	---

NOTICEAND ACCESS

The Canadian Securities Regulators have adopted new rules effective for meetings held after March 1, 2013, which permit the use of notice-and-access for proxy solicitation instead of traditional physical delivery of proxy material. This new process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management’s discussion and analysis (“MD&A”), on a website in addition to SEDAR. Under notice-and-access, meeting related materials will be available for viewing up to one year from the date of posting and a paper copy of the materials can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on at the Meeting is in the Information Circular under the heading “Matters to be Acted Upon at the Meeting”. You should review the Information Circular before voting.

TheCorporation has elected to utilize notice-and-access and provide you with the Meeting materials which are available electronically onwww.sedar.com and also on the website of the Corporation’s transfer agent, Capital Transfer Agency: www.capitaltransferagency.ca

Ifyou wish to receive a paper copy of the Meeting materials or have any questions about notice-and-access, please call 1.844.499.4482.In order to receive a paper copy in time for voting before the Meeting, your request should be received by June 5, 2024.

Exhibit 9

GROWN ROGUE INTERNATIONAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 24, 2024

MANAGEMENT INFORMATION CIRCULAR

MAY 14, 2024

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that Grown Rogue International Inc. (the “Corporation”) will hold its annual and special meeting of shareholders (the “Meeting”) on June 24, 2024, at 11:00am (Eastern Daylight Time) at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, for the following purposes:

1.	to present the audited consolidated financial statements of the Corporation for the financial years ended October 31, 2023 and 2022, and the independent auditor’s report thereon, as well as the audited financial statements for the financial year<br> ended December 31, 2023, together with the independent auditor’s report thereon;
2.	to elect the directors of the Corporation for the ensuing year;
---	---
3.	to appoint Turner, Stone & Company, L.L.P. as the independent auditors of the Corporation until the next annual meeting of shareholders and authorize the directors to fix the auditors’ remuneration;
---	---
4.	to consider, and, if thought appropriate, to pass, with or without variation, a special<br> resolution, the full text of which is set forth in the accompanying management information circular of the Corporation for the Meeting dated May 14, 2024 (the “Information Circular”), approving the amendment to the articles of the Corporation to amend the rights and restrictions of the existing class of common shares in the capital of the Corporation (the “Common Shares”) and redesignate such class as subordinate voting shares; and to create a class of multiple voting shares, notwithstanding that this resolution may be passed by the shareholders of the Corporation, the directors of the Corporation are authorized to revoke this special resolution before it is acted on<br> without further approval of the Shareholders; and
---	---
5.	to transact any other business properly brought before the Meeting.
---	---

Shareholders of record as at the close of business on May 10, 2024 will be entitled to notice of and to vote at the Meeting. A detailed description of the matters to be acted upon at the Meeting is set forth in the Information Circular. The Corporation has elected to use the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (the “Notice-and-Access Provisions”) of the Canadian Securities Administrators for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders of the Corporation by allowing the Corporation to post its Information Circular and any additional materials online. Shareholders who would like more information about the Notice-and-Access Provisions may contact the Corporation’s transfer agent, Capital Transfer Agency, ULC, toll-free at 1-844-499-4482. Please see “Notice-and-Access” in the accompanying Information Circular. We strongly encourage shareholders to vote their Common Shares of the Corporation prior to the Meeting by any of the means described in the Information Circular.

The Information Circular and all additional materials have been posted in full online at www.capitaltransferagency.ca and under the Corporation’s SEDAR profile at www.sedar.com. Shareholders are reminded to carefully review the Information Circular and any additional materials prior to voting on the matters being transacted at the Meeting. All Shareholders of record as of May 10, 2024, the record date, will receive a notice and access notification containing instructions on how to access the Corporation’s Information Circular and all additional materials. Copies of: (a) this notice of annual and special meeting of shareholders; (b) the Information Circular; (c) a management form of proxy and instructions in relation thereto (the “Management Proxy”); and (d) the audited consolidated financial statements of the Corporation for the two-month stub period ended December 31, 2023 and its years ended October 31, 2023 and 2022, and the independent auditor’s report thereon, may be obtained free of charge by contacting Capital Transfer Agency, ULC at 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 or by phone at 1-844-499-4482. In order to ensure that a paper copy of the Information Circular and additional materials can be delivered to a Shareholder in time for such Shareholder to review the Information Circular and return a Management Proxy or voting instruction form prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received no later than June 5, 2024.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting or may be represented by proxy. Shareholders are requested to: (i) sign, date and deliver the Management Proxy to the Corporation’s registrar and transfer agent, Capital Transfer Agency, ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 Canada or visit www.capitaltransferagency.com/voteproxy, so it is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof; or (ii) return your voting instructions as specified in the request for voting instructions delivered to you, as applicable.

DATED this 14^th^ day of May, 2024

BY ORDER OF THE BOARD OF DIRECTORS
(signed) “J. Obie Strickler”
J. Obie Strickler
Director,<br> President and Chief Executive Officer

Exhibit 10

GROWN ROGUE INTERNATIONAL INC.

Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024

Expressed in United States Dollars

NOTICE TO READER

The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company’s management

and the Company’s independent auditors have not performed a review of these interim financial statements.

Table of Contents

Consolidated Statements of Financial Position	3
Consolidated Statements of Comprehensive Income (Loss)	4
Consolidated Statements of Changes in Equity	5
Consolidated Statements of Cash Flows	6

Notes to the Consolidated Financial Statements

1.	Corporate Information and Defined Terms	7
2.	Significant Accounting Policies and Judgments and Defined Terms	9
3.	Biological Assets	12
4.	Inventory	13
5.	Business Combinations	13
6.	Other Investments, Purchase Deposits and Notes Receivable	14
7.	Leases	15
8.	Property and Equipment	16
9.	Intangible Assets and Goodwill	16
10.	Long-Term Debt	17
11.	Convertible Debentures	19
12.	Share Capital and Shares Issuable	22
13.	Warrants	23
14.	Stock Options	25
15.	Changes in Non-Cash Working Capital	26
16.	Supplemental Cash Flow Disclosure	26
17.	Related Party Transactions	27
18.	Financial Instruments	29
19.	General and Administrative Expenses	33
20.	Income Taxes	33
21.	Capital Disclosures	36
22.	Segment Reporting	37
23.	Non-Controlling Interests	37
24.	Legal Matters	38
25.	Subsequent Events	39

GrownRogue International Inc.

Consolidated Statements of Financial Position

Expressed in United States Dollars



ASSETS
Current assets
Cash and cash equivalents
Accounts receivable (Note 18)
Biological assets (Note 3)
Inventory (Note 4)
Prepaid expenses and other assets
Notes receivable
Total current assets
Property and equipment (Note 8)
Notes receivable (Notes 6.2.1, 6.2.2 and 6.2.3)
Warrants asset (Note 13.2)
Intangible assets and goodwill (Note 9)
Deferred tax asset (Note 20)
TOTAL ASSETS
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities
Current portion of lease liabilities (Note 7)
Current portion of long-term debt (Note 10)
Business acquisition consideration payable (Note 5)
Derivative liability (Notes 11.1 and 11.2)
Income tax payable
Convertible debentures (Notes 11.1 and 11.2)
Total current liabilities
Lease liabilities (Note 7)
Long-term debt (Note 10)
Convertible debentures (Notes 11.1 and 11.2)
TOTAL LIABILITIES
EQUITY
Share capital (Note 12)
Shares issuable (Note 12.5)
Contributed surplus (Notes 13 and 14)
Accumulated other comprehensive loss	)	)
Accumulated deficit	)	)
Equity attributable to shareholders
Non-controlling interests (Note 23)
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY

All values are in US Dollars.

Commitments and contingencies (Note 24)

Subsequent events (Note 25)

Approved on behalf of the Board of Directors:

Signed “J. Obie Strickler”, Director	Signed “Stephen Gledhill”, Director

The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements

Page 3 of 39

GrownRogue International Inc.

Consolidated Statements of Income (Loss)

Expressed in United States Dollars

	Three months ended		Three months ended
	March 31, 2024		April 30, 2023

Revenue
Product sales
Service revenue
Total revenue
Cost of goods sold
Cost of finished cannabis inventory sold		)		)
Costs of service revenue		)		)
Gross profit, excluding fair value items
Realized fair value loss amounts in inventory sold		)		)
Unrealized fair value gain amounts on growth of biological assets
Gross profit
Expenses
Accretion expense
Amortization of property and equipment (Note 8)
General and administrative (Note 19)
Share option expense
Total expenses
Income from operations
Other income and (expense)
Interest expense		)		)
Other income (expense)
Unrealized gain (loss) on derivative liability		)		)
Unrealized gain on warrants asset
Loss on disposal of property and equipment		)
Total other income (expense), net		)		)
Gain (loss) from operations before taxes		)
Income tax (Note 20)		)		)
Net income (loss)		)
Other comprehensive income (items that may be subsequently reclassified to profit & loss)
Currency translation gain (loss)		)		)
Total comprehensive income (loss)		)
Gain (loss) per share attributable to owners of the parent – basic		)
Weighted average shares outstanding – basic
Gain (loss) per share attributable to owners of the parent – diluted
Weighted average shares outstanding – diluted
Net income (loss) for the period attributable to:
Non-controlling interest				)
Shareholders		)
Net income (loss)		)
Comprehensive income (loss) for the period attributable to:
Non-controlling interest				)
Shareholders		)
Total comprehensive income (loss)		)

All values are in US Dollars.

The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.

Page 4 of 39

GrownRogue International Inc.

Consolidated Statements of Changes in Equity

Expressed in United States Dollars

	Number of common<br><br> <br>shares
	#
Balance – December 31, 2023		182,005,886	)	)
Conversion of options to common shares (Note 12.1)		1,515,000
Partial settlement of July Convertible Debentures for common shares (Note 12.2)		1,122,833
Partial settlement of December Convertible Debentures for common shares (Note 12.3)		336,775
Exercise of warrants relating to December Convertible Debentures (Note 12.4)		1,679,124
Exercise of warrants relating to July Convertible Debentures (Note 12.4)		12,226,375
Shares issuable relating to warrant exercises for December Convertible Debentures (Note 12.5)		-
Shares issuable relating to warrant exercises for July Convertible Debentures (Note 12.5)		-
Shares issuable relating to warrant exercises for August Convertible Debentures (Note 12.5)		-
Acquisition of 43.48% of West New<br> York (Note 23)		-
Stock option vesting expense		-
Currency translation loss		-	)		)
Net loss		-		)	)
Balance – March 31, 2024		198,885,993	)	)

All values are in US Dollars.

	Number of common<br><br> <br>shares
	#
Balance – January 31, 2023		170,832,611	)	)
Stock option vesting expense		-
Currency translation loss		-	)		)
Net income		-
Balance – April 30, 2023		170,832,611	)	)

All values are in US Dollars.

The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.

Page 5 of 39

GrownRogue International Inc.

Consolidated Statements of Cash Flow

Expressed in United States Dollars

	Three months ended		Three months ended
	March 31, 2024		April 30, 2023

Operating activities
Net income (loss)		)
Adjustments for non-cash items in net income (loss):
Amortization of property and equipment
Amortization of property and equipment included in costs of inventory sold
Unrealized fair value gain amounts on growth of biological assets		)		)
Realized fair value loss amounts in inventory sold
Deferred income taxes		)
Share option expense
Accretion expense
Loss on disposal of property and equipment
Unrealized loss on fair value of derivative liability
Unrealized gain on warrants asset		)
Currency translation loss		)		)

Changes in non-cash working capital (Note 15)		)		)
Net cash provided by operating activities
Investing activities
Purchase of property and equipment and intangibles		)		)
Cash advances and loans made to other parties		)
Net cash used in investing activities		)		)
Financing activities
Proceeds from convertible debentures
Proceeds from warrants exercises
Proceeds from options exercises
Proceeds from sale of membership units of subsidiary
Repayment of long-term debt		)		)
Repayment of convertible debentures		)		)
Payments of lease principal		)		)
Net cash provided by (used in) financing activities				)
Change in cash and cash equivalents
Cash and cash equivalents, beginning
Cash and cash equivalents, ending

All values are in US Dollars.

Supplemental cash flow disclosures (Note 16)

The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.

Page 6 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

1.	CORPORATE INFORMATION AND DEFINED TERMS
1.1	Corporate Information
---	---

These unaudited condensed consolidated financial statements for the three months ended March 31, 2024, include the accounts of Grown Rogue International Inc. and its subsidiaries. The registered office is located at 40 King St W Suite 5800, Toronto, ON M5H 3S1.

Grown Rogue International Inc.’s subsidiaries and ownership thereof are summarized in the table below.

Company	Ownership	Defined Term
Grown Rogue International Inc.	100% owner of GR Unlimited	The “Company”
Grown Rogue Unlimited, LLC	100% by the Company	“GR Unlimited”
Grown Rogue Gardens, LLC	100% by Grown Rogue Unlimited, LLC	“GR Gardens”
GRU Properties, LLC	100% by Grown Rogue Unlimited, LLC	“GRU Properties”
GRIP, LLC	100% by Grown Rogue Unlimited, LLC	“GRIP”
Grown Rogue Distribution, LLC	100% by Grown Rogue Unlimited, LLC	“GR Distribution”
GR Michigan, LLC	87% by Grown Rogue Unlimited, LLC	“GR Michigan”
Canopy Management, LLC	87% by Grown Rogue Unlimited, LLC	“Canopy”
Golden Harvests LLC	60% by Canopy Management, LLC	“Golden Harvests”
Grown Rogue Retail Ventures, LLC	100% by Grown Rogue Unlimited, LLC	“GR Retail”
Grown Rogue West New York, LLC	43.48% by Grown Rogue Retail Ventures, LLC**	“West NY”
**	The Company, through its subsidiary GR Retail invested $500,000 in the equity of West NY. West NY is a lender to a retail business in New Jersey.
---	---

The Company is primarily engaged in the business of growing and selling cannabis products. The primary cannabis product produced and sold is cannabis flower.

1.2	Defined Terms

Following are certain defined terms used herein:

Term	Defined Term	Reference
General terms:
International Financial Reporting Standards	“IFRS”
International Accounting Standards	“IAS”
International Accounting Standards Board	“IASB”
International Financial Reporting Interpretations Committee	“IFRIC”
United States	“U.S.”
United States dollar	“U.S. dollar”
Fair value less costs to sell	“FVLCTS”
Fair value through profit or loss	“FVTPL”
Fair value through other comprehensive income	“FVOCI”
Other comprehensive income	“OCI”
Solely payments of principal and interest	“SPPI”
Expected credit loss	“ECL”
Cash generating unit	“CGU”
Internal Revenue Code	“IRC”

Page 7 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

Term	Defined Term	Reference
U.S. Securities and Exchange Commission	“SEC”
Securities Exchange Act of 1934	“1934 Act”
Federal Deposit Insurance Corporation	“FDIC”
Terms related to the Company’s locations:
Outdoor grow property located in Trail, Oregon leased from CEO	“Trail”
Outdoor post-harvest facility located in Medford, Oregon leased from CEO	“Lars”
Terms related to officers and directors of the Company:
President & Chief Executive Officer	“CEO”
Chief Financial Officer	“CFO”
Senior Vice President of GR Unlimited	“SVP”
Chief Operating Officer (position eliminated in December 2021)	“COO”
Michigan General Manager	“GM”
Terms related to transactions with High Street Capital Partners, LLC:
High Street Capital Partners, LLC	“HSCP”	Note 6.1
Agreement of the Company to acquire substantially all of the assets of the growing and retail operations of HSCP	“HSCP Transaction”	Note 6.1
Management Services Agreement with HSCP	“HSCP MSA”	Note 6.1
Secured promissory note payable with a principal sum of $1,250,000	“Secured Promissory Note”	Notes 6.1, 10.1
Principal Payment of $500,000 due to HSCP on May 1, 2023	“First Principal Payment”	Note 10.1
Terms related to Convertible Debentures issued in December 2022:
Convertible debentures with aggregate principal amount of $2,000,000 issued in December 2022	“December Convertible Debentures”	Note 11.1
Purchasers of Convertible Debentures	“Purchasers”	Note 11.1
6,716,499 warrants issued to the Purchasers	“December Warrants”	Note 11.1
Terms related to Convertible Debentures issued in July 2023:
Convertible debentures with aggregate principal amount of $5,000,000 issued in July 2023	“July Convertible Debentures”	Note 11.2
Subscribers of Convertible Debentures	“Subscribers”	Note 11.2
13,737,500 warrants issued to the Subscribers	“July Warrants”	Note 11.2
Terms related to Convertible Debentures issued in August 2023:
Convertible debentures with aggregate principal amount of $1,000,000 issued in August 2023	“August Convertible Debentures”	Note 11.2.1
Subscribers of Convertible Debentures	“Subscribers”	Note 11.2.1
2,816,250 warrants issued to the Subscribers	“August Warrants”	Note 11.2.1
Terms related to December 2021 non-brokered private placement of common shares:
Non-brokered private placement of common shares (“Private Placement”) for total gross proceeds of $1,300,000	“Private Placement”	Note 12.3

Page 8 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

Term	Defined Term	Reference
Terms related to March 2021 brokered private placement of special warrants:
Agent for March 2021 brokered private placement of special warrants	“Agent”	Note 13.1
March 2021 brokered private placement of special warrants	“Offering”
An aggregate of 1,127,758 broker warrants of the Company	“Broker Warrants”	Note 13.1
Compensation options, resulting from exercise of Broker Warrants	“Compensation Options”	Note 13.1
Warrants for consideration of advisory services issued to the Agent	“Advisory Warrants”	Note 13.1
The Broker Warrants and Advisory Warrants referred to collectively	“Agent Warrants”	Note 13.1
One unit of the Company resulting from exercise of a Compensation Option, comprised of one common share and one common share purchase warrant	“Compensation Unit”	Note 13.1
Warrant resulting from Compensation Option	“Compensation Warrant”	Note 13.1
Terms related to consulting agreement with Goodness Growth
Goodness Growth Holdings, Inc. (CSE: GDNS; OTCQX: GDNSF)	“Goodness Growth”	Note 13.2
The consulting agreement under which the Company provides services to Goodness Growth	“Consulting Agreement”	Note 13.2
Volume weighted average price	“VWAP”	Note 13.2
Terms related to Iron Flag, LLC secured draw down promissory note
Iron Flag, LLC	“Iron Flag”	Note 6.2.1
ABCO Garden State, LLC	“ABCO”	Note 6.2.1
New Jersey Cannabis Regulatory Commission	“CRC”	Note 6.2.1
Secured draw down promissory note	“Iron Flag Promissory Note”	Note 6.2.1
2.	SIGNIFICANT ACCOUNTING POLICIES AND JUDGMENTS AND DEFINED TERMS
---	---
2.1	Statement of Compliance
---	---

The Company’s unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB and interpretations of the IFRIC. These unaudited condensed interim consolidated financials are filed on the system for electronic document analysis and retrieval (SEDAR+).

These unaudited condensed interim financial statements do not include all disclosures required by IFRS for annual audited consolidated financial statements and accordingly should be read in conjunction with our audited consolidated financial statements for the two months ended December 31, 2023.

The Board of Directors authorized the issuance of these unaudited condensed interim consolidated financial statements on May 29, 2024.

The principal accounting policies adopted in the preparation of these unaudited condensed interim consolidated financial statements are set forth below.

Page 9 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

2.2	Basis of Consolidation

The subsidiaries are those companies controlled by the Company, as the Company is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries by way of its ownership and rights pertaining to the subsidiaries. The financial statements of subsidiaries are included in these unaudited condensed interim consolidated financial statements from the date that control commences until the date control ceases. All intercompany balances and transactions have been eliminated upon consolidation.

2.3	Basis of Measurement

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments and biological assets, which are measured at fair value, as described herein.

2.4	Change in Fiscal Year End

Effective December 31, 2023, the Company changed its financial year-end to December 31 from October 31. Comparative figures in preparing these condensed consolidated interim financial statements have been reclassified to conform to the current period presentation, and to reflect the results for the three months ended April 30, 2023 in the condensed consolidated interim statements of operations and comprehensive loss, cash flows and changes in equity.

2.5	Functional and Presentation Currency

The Company’s functional currency is the Canadian dollar, and the functional currency of its subsidiaries is the United States dollar. These unaudited condensed interim consolidated financial statements are presented in U.S. dollars.

Page 10 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

The preparation of these financial statements requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses. Areas that have the most significant effect on the amounts recognized in the financial statements are disclosed in Note 3 of the Company’s consolidated financial statements for the two months ended December 31, 2023. The accounting policies applied in these unaudited condensed interim financial statements are consistent with those used in the Company’s consolidated financial statements for the two months ended December 31, 2023.

2.6	Adoption of New Accounting Pronouncements

Amendments to IAS 1 Presentation of Financial Statements

The amendment to IAS 1 specifies that the classification of current versus non-current liabilities may change (e.g. convertible debt). Prior to this amendment, the classification of liabilities was considered current when there was no unconditional right to defer settlement for at least twelve months after the reporting date. Under the amendment to IAS 1, the IASB removed the requirement for a right to be unconditional and instead requires that a right to defer settlement must exist at the reporting date and have substance. The amendment is effective for annual periods beginning on or after January 1, 2024. The Company adopted the amendments to IAS 1 effective January 1, 2024, which impacts the classification of the Company’s Financial Statements by recording its convertible debt as a current liability in its consolidated statements of financial position dated March 31, 2024.

2.7	New Accounting Pronouncements

IFRS 17 – Insurance Contracts

Page 11 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

3.	BIOLOGICAL ASSETS

Biological assets consist of cannabis plants, which reflect measurement at FVLCTS. Changes in the carrying amounts of biological assets for the three months ended March 31, 2024, and the two months ended December 31, 2023, are as follows:

	Three months ended		Two months ended
	March 31, 2024		December 31, 2023

Beginning balance
Increase in biological assets due to capitalized costs
Change in FVLCTS due to biological transformation
Transferred to inventory upon harvest		)		)
Ending balance

All values are in US Dollars.

The following significant unobservable inputs, all of which are classified as level 3 on the fair value hierarchy, were used by management as part of this model:

- Expected costs required to grow the cannabis up to the point of harvest

- Estimated selling price per pound

- Expected yield from the cannabis plants

- Estimated stage of growth – the Company applied a weighted average number of days out of the approximately 62-day growing cycle that biological assets have reached as of the measurement date based on historical evidence. The Company assigns fair value according to the stage of growth and estimated costs to complete cultivation.

							Impact of 20% change
	March 31,<br> 2024			December 31,<br><br> <br>2023			March 31,<br> 2024		December 31,<br><br> <br>2023
Estimated selling price per (pound)	$	881		$	938		$	311,747	$	335,193
Estimated stage of growth		48	%		55	%	$	267,431	$	285,243
Estimated flower yield per harvest (pound)		3,666			2,972		$	267,431	$	285,243

Page 12 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

4.	INVENTORY

The Company’s inventory composition is as follows:

	March 31, 2024	December 31, 2023

Raw materials
Work in process
Finished goods
Ending balance

All values are in US Dollars.

The cost of inventories, excluding changes in fair value, included as an expense and included in cost of goods sold for the three months ended March 31, 2024, was $2,772,685 (For the three months ended April 30, 2023 - $3,064,557).

5.	BUSINESS COMBINATIONS
5.1	Golden Harvests
---	---

Business acquisition consideration payable
Acquisition date fair value
Payments		)
Application of prepayments		)
Accretion
Balance – March 31, 2024, and December 31, 2023

All values are in US Dollars.

Page 13 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

6.	OTHER INVESTMENTS, PURCHASE DEPOSITS AND NOTES RECEIVABLE
6.1	Investment in Assets Sold by HSCP
---	---

On April 14, 2022, the HSCP Transaction closed with modifications to the original terms: the retail purchase was mutually terminated, and total consideration for the acquisition was reduced to $2,000,000. Upon closing, the Company had paid $750,000 towards the acquisition, and owed a principal sum of $1,250,000 as a Secured Promissory Note, which was fully paid during the two months ended December 31, 2023.

6.2	Notes Receivable

Transactions related to the Company’s notes receivable for the three months ended March 31, 2024, and the two months ended December 31, 2023, include the following:

	Notes
Movement in notes receivable	6.2.1		6.2.2		6.2.3		Total
Balance - October 31, 2023		1,178,859		251,667		-
Advances		982,757		-		-
Accrued interest		30,755		5,083		-
Balance – December 31, 2023		2,192,372		256,750		-
Advances		1,847,142		-		500,000
Accrued interest		83,380		7,583		8,333
Balance – March 31, 2024		4,122,894		264,333		508,333
Current portion		-		264,333		-
Non-current portion		4,122,894		-		508,333

All values are in US Dollars.

6.2.1	Iron Flag Promissory Note

Page 14 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

Pursuant to the Iron Flag Promissory Note, GR Unlimited shall make the maximum amount available to Iron Flag in one or more advances in an aggregate amount not to exceed $4,000,000. Interest on the outstanding principal borrowed shall accrue at a rate of 12.5% per annum commencing with respect to each advance and accruing until the date the standing advances and all accrued interest is paid in full. As of the consolidated statements of financial position dated March 31, 2024, the Company has advanced the full $4M agreed to under the Iron Flag Promissory Note and an additional $1,080,000 has been funded, in which the Company intends to use as proceeds towards the payment of its first option to acquire the equity of ABCO.

As at March 31, 2024, the outstanding balance of the Iron Flag Promissory Note was $4,000,000 (December 31, 2023 - $2,152,859) and the accrued interest was $122,893 (December 31, 2023 - $39,513).

6.2.2	New Jersey Retail Promissory Note

On October 3, 2023, GR Unlimited executed a promissory note and advanced $250,000 to an individual representing the principal amount of the note. Pursuant to the promissory note agreement, interest on the outstanding principal borrowed shall accrue at a rate of 12% per annum provided that, if the extended maturity date of the note is triggered, interest shall accrue on the outstanding balance commencing on the maturity date and ending on the extended maturity date of the promissory note.

As at March 31, 2024, the outstanding balance of the promissory note was $250,000 (December 31, 2023 - $250,000), and the accrued interest was $14,333 (December 31, 2023 - $6,750).

6.2.3	Nile Convertible Note

On January 16, 2024, the Company signed a definitive agreement to invest in the development of an adult- use dispensary in West New York, New Jersey. As part of this agreement, GR Unlimited executed a secured convertible promissory note and advanced $500,000 to Nile of NJ LLC, a New Jersey limited liability company. Pursuant to the secured convertible promissory note agreement, interest on the outstanding principal borrowed shall accrue at a rate of 10%.

As at March 31, 2024, the outstanding balance of the promissory note was $500,000 (December 31, 2023 - nil), and the accrued interest was $8,333 (December 31, 2023 - nil).

7.	LEASES

The following is a continuity schedule of lease liabilities.



Balance - beginning
Additions
Disposals		)
Interest expense on lease liabilities
Payments	)	)
Balance - ending
Current portion
Non-current portion

All values are in US Dollars.

Page 15 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

Set out below are undiscounted minimum future lease payments after March 31, 2024:

	Total future minimum lease<br> payments ()
Less than one year
Between one and five years
Total minimum lease payments
Less amount representing interest		)
Present value of minimum lease payments

All values are in US Dollars.

8.	PROPERTY AND EQUIPMENT
	Computer<br><br> <br>and Office<br><br> <br>Equipment		Production<br> Equipment and Other		Land	Leasehold Improvements		Right-of- use Assets		Total
---	---	---	---	---	---	---	---	---	---	---	---
	****	****		****			****		****		****
COST
Balance - October 31, 2023		16,283
Additions		-
Disposals		-		)			)		)		)
Balance - December 31, 2023		16,283
Additions		-
Disposals		-					)				)
Balance – March 31, 2024		16,283
ACCUMULATED AMORTIZATION
Balance - October 31, 2023		16,283
Amortization for the period		-
Disposals		-		)			)		)		)
Balance - December 31, 2023		16,283
Amortization for the period		-
Disposals		-					)				)
Balance – March 31, 2024		16,283
NET BOOK VALUE		-
Balance - December 31, 2023		-
Balance – March 31, 2024		-

All values are in US Dollars.

For the three months ended March 31, 2024, amortization capitalized into inventory was $471,519 (December 31, 2023 - $323,007) and expensed amortization was $255,052 (December 31, 2023 - $186,415).

9.	INTANGIBLE ASSETS AND GOODWILL
Indefinite lived intangible assets and goodwill	March 31, 2024	December 31, 2023
---	---	---

Balance – beginning
Additions – grower licenses
Balance – ending

All values are in US Dollars.

Page 16 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

10.	LONG-TERM DEBT

Transactions related to the Company’s long-term debt for the three months ended March 31, 2024, and the months ended December 31, 2023, include the following:

	Note
Movement in long-term debt	10.1			10.2			10.3			10.4			10.5			10.6			10.7		Total
Balance - October 31, 2023		350,000			375,095			385,762			197,597			80,063			-			-
Interest accretion		-			18,355			15,418			3,811			4,769			-			-
Debt payments		(350,000	)		(4,167	)		(4,167	)		(125,000	)		(84,832	)		-			-		)
Balance – December 31, 2023		-			389,283			397,013			76,408			-						-
Additions to debt		-			-			-			-			-			1,285,000			645,176
Interest accretion		-			9,592			74,571			5,368			-			19,250			-
Debt payments		-			(252,084	)		(6,250	)		-			-			(26,073	)		-		)
Balance – March 31, 2024		-			146,791			465,334			81,776			-			1,278,177			645,176
Current portion		-			146,791			465,334			81,776			-			144,431
Non-current portion		-			-			-			-			-			1,133,746			645,176

All values are in US Dollars.

	Note
Undiscounted future payments at:	10.1		10.2		10.3		10.4		10.5		10.6		10.7		Total
December 31, 2023		-		427,083		428,824		88,298		-		-		-
March 31, 2024		-		175,000		472,574		88,298		-		1,489,697		-
Current portion		-		175,000		472,574		88,298		-		229,801		-
Non-current portion		-		-		-		-		-		1,259,896		645,176

All values are in US Dollars.

10.1	12.5% Note Payable Owed by GR Distribution to HSCP with Original Principal Amount of $1,250,000

On April 14, 2022, the Company purchased indoor growing assets from HSCP (Note 6.1). Purchase consideration included a secured promissory note payable with a principal sum of $1,250,000, of which $500,000 was due on August 1, 2022 and $750,000 was due on May 1, 2023, before amendment of the agreement, which is described below. Collateral for the secured promissory note payable is comprised of the assets purchased.

Page 17 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

10.2	10% Note Payable Owed by Golden Harvests with Original Principal Amount of $250,000

On May 1, 2021, the Company assumed a note payable owed by Golden Harvests (Note 5) with a carrying value of $227,056. The note is for a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 14, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 33%. During the three months ended March 31, 2024, and the two months ended December 31, 2023, the Company made principal payments of $6,250 and $4,167 respectively.

10.3	10% Note Payable Owed by GR Distribution with Original Principal Amount of $250,000

On January 27, 2021, debt was issued by GR Distribution with a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 27, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. During the three months ended March 31, 2024, and the two months ended December 31, 2023, the Company made principal payments of $6,250 and $4,167 respectively.

10.4	10% Note Payable Owed by GR Distribution with Original Principal Amount of $125,000

On November 23, 2020, debt was issued by GR Distribution with a principal amount of $125,000, interest paid monthly at 10% per annum, and a maturity date of November 23, 2023. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $125,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. During the three months ended March 31, 2024, and the two months ended December 31, 2023, the Company made principal payments of $nil and $125,000 respectively.

10.5	0% Stated Rate Note Payable Owed by Canopy with Original Principal Amount of $600,000 and Royalty Payments to Lenders

On March 20, 2020, debt with a principal amount of $600,000 was received under a secured debt investment of $600,000. It carries a two-year term, with monthly payments of principal commencing June 15, 2020, and with payments calculated at 1% of cash sales receipts of Golden Harvests. Once the principal is repaid, each investor receives a monthly royalty of 1% per $100,000 invested of cash receipts for sales by Golden Harvests. The royalty commenced in December 2021, at which time principal was repaid, and is payable monthly a period of two years. The royalty maximum is two times the amount of principal invested, and the royalty minimum is equal to the principal loaned. The Company has the right, but not the obligation, to terminate royalty payments from any lender by paying an amount equal to the original principal invested by such lender. The debt is reported at the carrying value of the probability-weighted estimated future cash flows of all payments under the agreement at amortized cost using the effective interest method, at an effective interest rate of approximately 73%. A portion of this debt is due to related parties (Note 17.4). During the two months ended December 31, 2023, the balance was fully paid.

Page 18 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

10.6	Note Payable Owed by GRU Properties, LLC with Original Principal Amount of $1,285,000

On January 12, 2024, debt with a principal amount of $1,285,000 was received, secured by deed of trust of $1,285,000. Interest is paid at the higher of 5% or the London Interbank Offered Rate (‘LIBOR”) for the first twelve months. For the thirteenth month to the twenty-fourth month, interest is paid at the higher of 6% or the LIBOR and for twenty-fifth month to the thirty-sixth month, interest is paid at the higher of 7% or the LIBOR. Interest is paid at the end of the month in arrears and is computed based on a 30-day month and has a maturity date of December 1, 2027. The note is reported at amortized cost using an effective rate of approximately 7.2%. During the three months ended March 31, 2024, the Company made principal payments of $26,073.

10.7	Note Payable Owed by ABCO Gardens State, LLC, with Original Principal Limit Amount of $1,100,000

On March 15, 2024, GR Unlimited guaranteed a note payable owed by ABCO Gardens State, LLC, with an original principal limit amount of $1,100,000. The note allows the Company to borrow any amount which is more than $150,000 but less than the loan limit of $1,100,000. All advances in aggregate should not exceed the loan limit of $1,100,000. Each advance will be subjected to a 1.55% origination fee payable to the lender at the time of the advance, which can be deducted from the advance. Interest is paid at 17.32% per annum and each advance has a maturity date of 3 years after the effective date of the advance. Interest only will be payable on the 15^th^ of the next month following the effective date of the advance and continuing for six months. At any time after the Company has paid twelve months’ worth of interest, the Company may repay the note in full following written notice to the lender. The principal and interest payments for the note payable are to be made by GR Unlimited, in which the principal loan balance has been added to the Iron Flag Promissory Note and is considered an advance issued by GR Unlimited to Iron Flag.

10.8	Accrued Interest Payable

Accrued interest payable on long-term debt at March 31, 2024, was $Nil (December 31, 2023 - $Nil).

11.	CONVERTIBLE DEBENTURES

Transactions relating to the Company’s convertible debentures for the three months ended March 31, 2024, and the two months ended December 31, 2023, include the following:

	Note
Movement in convertible debt	11.1			11.2			Total
Balance – October 31, 2023	$	247,316	****	****	2,165,446	****	$	2,412,762	****
Interest accretion		11,672			162,468			174,140
Debt payments		(7,875	)		(119,103	)		(126,978	)
Balance – December 31, 2023	$	251,113	****	$	2,208,811	****	$	2,459,924	****
Debt settlement through conversion of shares (Note 11.1.1)		(37,930	)		(85,145	)		(123,075	)
Interest accretion		18,251			254,630			272,881
Debt payments		(7,615	)		(133,863	)		(141,478	)
Balance – March 31, 2024	$	223,819	****	$	2,244,433	****	$	2,468,252	****
Current portion	$	223,819		$	2,244,433		$	2,468,252
Non-current portion		-			-			-

Page 19 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

11.1	9% Convertible Debentures with Original Principal Amount of $2,000,000

On December 5, 2022, the Company announced the closing of a non-brokered private placement of the December Convertible Debentures with an aggregate principal amount of $2,000,000. The December Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 36 months from the date of issue. The December Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.20 per common share. Additionally, on closing, the Company issued to the Purchasers of the December Convertible Debentures an aggregate of 6,716,499 warrants, that represents 50% coverage of each Purchaser’s Convertible Debenture investment. The December Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of $0.25 CAD per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the Canadian Securities Exchange is CAD$0.40 or higher for a period of 10 consecutive trading days.

During the three months ended March 31, 2024, the Company issued the notice of acceleration dated March 1, 2024, required by the warrant certificates governing the December Warrants, which accelerated the expiry date to 90 days from the date of notice. During the three months ended March 31, 2024, a total of 1,679,124 common share purchase warrants were issued for 1,679,124 common shares (Note 12.4). Subsequent to the consolidated statement of financial position dated March 31, 2024, 5,037,375 purchase warrants were issued for 5,037,375 common shares. See notes 12.5 and 25.1.

11.1.1	Debt Settlement Through Conversion of Shares

During the three months ended March 31, 2024, a Purchaser of the December Convertible Debentures converted an aggregate total of convertible debenture principal of $37,930 at CAD$0.20 per share into 336,775 common shares.

The conversion feature of the December Convertible Debentures gives rise to the derivative liability reported on the consolidated statement of financial position at March 31, 2024. The derivative liability is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the derivative liability at March 31, 2024, was estimated to be $661,024 (December 31, 2023 - $439,860) using the following assumptions:

Expected dividend yield	Nil
Risk-free interest rate	4.20	%
Expected life	1.67 years
Expected volatility	87.9	%

Page 20 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

11.2	9% Convertible Debentures with Original Principal Amount of $5,000,000

On July 13, 2023, the Company announced the closing of a non-brokered private placement of unsecured the July Convertible Debentures with an aggregate principal amount of $5,000,000. The Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 48 months from the date of issue. The July Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.24 per common share, at any time on or prior to the maturity date. Additionally, on closing, the Company issued to the Subscribers of the July Convertible Debentures an aggregate of 13,737,500 July Warrants, that represents one-half of one warrant for each CAD$0.24 of Principal amount subscribed. The July Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of CAD$0.28 per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the Canadian Securities Exchange is CAD$0.40 or higher for a period of 10 consecutive trading days.

During the three months ended March 31, 2024, the Company issued the notice of acceleration dated March 1, 2024, required by the warrant certificates governing the July Warrants, which accelerated the expiry date to 90 days from the date of notice. During the three months ended March 31, 2024, 12,226,375 common share purchase warrants were issued for 12,226,375 common shares (Note 12.4). Subsequent to the consolidated statement of financial position dated March 31, 2024, 1,722,344 purchase warrants were issued for 1,722,344 common shares. See notes 12.5 and 25.1.

11.2.1	Debt Settlement Through Conversion of Shares

During the three months ended March 31, 2024, a Purchaser of the July Convertible Debentures converted an aggregate total of convertible debenture principal of $85,145 at CAD$0.28 per share into 1,122,833 common shares.

The conversion feature of the July Convertible Debentures gives rise to the derivative liability reported on the consolidated statement of financial position at March 31, 2024. The derivative liability is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the derivative liability at March 31, 2024, was estimated to be $9,883,097 (December 31, 2023 - $5,824,496) using the following assumptions:

Expected dividend yield	Nil
Risk-free interest rate	3.57	%
Expected life	3.28 years
Expected volatility	96.58	%
11.2.2	9% Convertible Debentures with Original Principal Amount of $1,000,000
---	---

On August 17, 2023, the Company announced that it had closed the second and final tranche of a non- brokered private placement of unsecured convertible debentures for gross proceeds of $1,000,000 (the August Convertible Debentures), for a total aggregate principal amount under both tranches of $6,000,000 with the July Convertible Debentures. Additionally, on closing, the Company issued to Subscribers under the second tranche an aggregate of 2,816,250 common share purchase warrants. The terms of the August Convertible Debentures and August Warrants issued as part of this second tranche are the same as those issued in the July Convertible Debentures and July Warrants.

Page 21 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

During the three months ended March 31, 2024, the Company issued the notice of acceleration dated March 1, 2024, required by the warrant certificates governing the August Warrants, which accelerated the expiry date to 90 days from the date of notice. Subsequent to the consolidated statement of financial position dated March 31, 2024, 2,605,031 purchase warrants were issued for 2,605,031 common shares. See notes 12.5 and 25.1.

The conversion feature of the August Convertible Debentures gives rise to the derivative liability reported on the consolidated statement of financial position at March 31, 2024. The derivative liability is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the derivative liability at March 31, 2024, was estimated to be $1,998,096 (December 31, 2023 - $1,207,163) using the following assumptions:

Expected dividend yield	Nil
Risk-free interest rate	3.57	%
Expected life	3.38 years
Expected volatility	99	%
12.	SHARE CAPITAL AND SHARES ISSUABLE
---	---

The Company is authorized to issue an unlimited number of common shares at no par value and an unlimited number of preferred shares issuable in series.

During the three months ended March 31, 2024, the following share transactions occurred:

12.1	1,515,000 Common Shares Issued for Option Exercise

On March 14, and March 20, 2024, the Company issued 15,000 common shares with an aggregate fair value of $1,665 and 1,500,000 common shares with an aggregate fair value of $166,519 respectively, as holders opted to convert their options.

12.2	1,122,833 Common Shares Issued to Settle December Convertible Debentures

On March 14, 2024, the Company issued 1,122,833 common shares with an aggregate fair value of $546,607, as a holder opted to convert their convertible debentures.

12.3	336,775 Common Shares Issued to Settle Convertible Debentures

On March 20, 2024, the Company issued 336,775 common shares with an aggregate fair value of $165,812, as a holder opted to convert their convertible debentures.

12.4	13,905,499 Common Shares Issued for Warrant Exercise

During March 2024, the Company issued 13,905,499 common shares for total proceeds of $2,835,045.

The Company issued 1,679,124 common shares for total proceeds of $310,658 relating to the December Convertible Debentures which had a warrant strike price of CAD$0.25 per share.

The Company also issued 12,226,375 common shares for total proceeds of $2,524,390 relating to the July Convertible Debentures which had a warrant strike price of CAD$0.28 per share.

Page 22 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

12.5	Shares Issuable for Warrant Exercise

During March 2024, the Company received total proceeds of $1,822,412 for the issuance of 9,364,750 common shares relating to warrant exercises for convertible debentures.

Proceeds of $928,788 were received relating to the warrants for the December Convertible Debentures, $312,055 relating to the warrants for the July Convertible Debentures, and $581,569 relating to the warrants for the August Convertible Debentures for the issuance of 5,037,375, 1,511,125 and 2,816,250 common shares respectively. These shares were issued subsequent to the consolidated statement of financial position dated March 31, 2024.

During the three months ended April 30, 2023, no share transactions occurred.

13.	WARRANTS

The following table summarizes the warrant activities for the three months ended March 31, 2024, and the two months ended December 31, 2023:


Balance – October 31, 2022	33,510,696
Issuance pursuant to the December Convertible Debentures (Note 11.1)	6,716,499
Issuance pursuant to the July Convertible Debentures (Note 11.2)	13,737,500
Issuance pursuant to the August Convertible Debentures (Note 11.2.1)	2,816,250
Issued pursuant to the Consulting Agreement with Goodness Growth (Note 13.2)	8,500,000
Expiration of warrants pursuant to Feb 2021 subscriptions	(8,200,000	)
Expiration of warrants pursuant to the Offering (Special warrant issue)	(23,162,579	)
Expiration of warrants to terminate purchase agreement	(2,148,117	)
Balance – December 31, 2023	31,770,249
Conversion to common shares pursuant to the December Convertible Debentures	(6,716,499	)
Conversion to common shares pursuant to the July Convertible Debentures	(13,737,500	)
Conversion to common shares pursuant to the August Convertible Debentures	(2,816,250	)
Balance – March 31, 2024	8,500,000

All values are in US Dollars.

As at March 31, 2024, the following warrants were issued and outstanding:

Exercise price (CAD$)	Warrants outstanding	Life (years)	Expiry date
0.33	8,500,000	4.52	October 05, 2028
0.33	8,500,000	4.52	****

Page 23 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

13.1	Agent Warrants

On March 5, 2021, as consideration for the services rendered the Agent to the Offering (a brokered private placement of special warrants), the Company issued to the Agent an aggregate of 1,127,758 Broker Warrants of the Company exercisable to acquire 1,127,758 Compensation Options for no additional consideration. As consideration for certain advisory services provided in connection with the Offering, the Company issued to the Agent an aggregate of 113,500 Advisory Warrants exercisable to acquire 113,500 Compensation Options for no additional consideration. The Broker Warrants and Advisory Warrants are collectively referred to as the Agent Warrants.

Each Compensation Option entitled the holder thereof to purchase one Compensation Unit of the Company at the Issue Price of CAD$0.225 for a period of twenty-four (24) months. Each Compensation Unit was comprised of one common share and one Compensation Warrant. Each Compensation Warrant entitled the holder thereof to purchase one common share in the capital of the Company at a price of CAD$0.30 for twenty-four (24) months. The Agent Warrants expired on March 5, 2023.

13.2	Goodness Growth Consulting Agreement

As part of this strategic agreement, Goodness Growth is obligated to issue 10,000,000 warrants to purchase 10,000,000 subordinate voting shares of Goodness Growth to the Company, with a strike price equal to CAD$0.317 (US$0.233), being a 25.0 percent premium to the 10-day VWAP of Goodness Growth’s subordinate voting shares prior to the effective date of the Consulting Agreement. Similarly, the Company will issue 8,500,000 warrants to purchase 8,500,000 common shares of the Company to Goodness Growth, with a strike price equal to CAD$0.225 (US$0.166), being a 25.0 percent premium to the 10-day VWAP of the Company’s common shares prior to the effective date of the Consulting Agreement.

The Warrants Asset is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the Warrants Asset at March 31, 2024, was estimated to be $3,054,29 (December 31, 2023 - $1,761,382) using the following assumptions:

Expected (strike) price	0.317
Risk-free interest rate	3.69	%
Expected life	4.52 years
Expected volatility	99	%

Page 24 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

14.	STOCK OPTIONS

The following table summarizes the stock option movements for the three months ended March 31, 2024, and the two months ended December 31, 2023:


Balance – October 31, 2023	11,205,000
Granted to employees	100,000
Granted to service providers	500,000
Expiration of options to employees	(5,000	)
Balance – December 31, 2023	11,800,000
Options exercised into common shares	(1,515,000	)
Balance – March 31, 2024	10,285,000

All values are in US Dollars.

14.1	Stock Options Granted

During the three months ended March 31, 2024, no options were granted to employees and service providers (for the two months ended December 31, 2023 – 600,000).

The fair value of the options granted during the two months ended December 31, 2023, was approximately $112,078 (CAD$148,466), which was estimated at the grant dates based on the Black-Scholes option pricing model, using the following assumptions:

Expected dividend yield	Nil%
Risk-free interest rate	4.56	%
Expected life	4.0 years
Expected volatility	86	%

The vesting terms of options granted during the two months ended December 31, 2023, are set out in the table below:

Number granted	Vesting terms
100,000	50% on one year anniversary of grant date, 50% on second anniversary of grant date
500,000	Monthly over a year
600,000

Page 25 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

14.2	Stock Options Issued and Outstanding

As at March 31, 2024, the following stock options were issued and outstanding:

			Expiry period
1,075,000	1,012,500	0.3	July 2024
200,000	200,000	0.6	November 2024
1,000,000	1,000,000	1.1	April 2025
1,150,000	1,150,000	1.2	May 2025
85,000	85,000	1.6	November 2025
300,000	300,000	2.1	April 2026
5,475,000	5,475,000	2.8	January 2027
400,000	-	3.5	September 2027
600,000	166,666	3.6	November 2027
10,285,000	9,389,166	2.2

All values are in US Dollars.

15.	CHANGES IN NON-CASH WORKING CAPITAL

The changes to the Company’s non-cash working capital for the three months ended March 31, 2024, and the three months ended April 30, 2023, are as follows:


****	****	****
Accounts receivable	)	)
Interest receivable	)
Inventory and biological assets	)
Prepaid expenses
Accounts payable and accrued liabilities
Income tax payable
Unearned revenue		)
Total	)	)

All values are in US Dollars.

16.	SUPPLEMENTAL CASH FLOW DISCLOSURE
	Three months ended March 31, 2024	Three months ended April 30, 2023
---	---	---
****
Interest paid
Fair value of common shares issued to settle convertible debentures (Notes 12.2 and 12.3)
Right-of-use assets acquired through leases (Note 7)
Note payable to HSCP used to acquire assets (Note 10.1)

All values are in US Dollars.

Page 26 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

17.	RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2024, the Company incurred the following related party transactions.

17.1	Transactions with CEO

Through its wholly owned subsidiary, GRU Properties, the Company leases Trail, owned by the Company’s President and CEO. The lease was extended during the year ended October 31, 2021, with a term through December 31, 2025. Lease charges of $18,000 (Three months ended April 30, 2023 – $18,000) were incurred for three months ended December 31, 2023. The lease liability for Trail at March 31, 2024, was $114,664 (December 31, 2023 - $129,401).

During the year ended October 31, 2021, the Company leased Lars, a facility which is beneficially owned by the CEO, and is located in Medford, Oregon with a term through June 30, 2026. Lease charges for Lars of $49,173 (Three months ended April 30, 2023 - $47,741) were incurred for the three months ended March 31, 2024. The lease liability for Lars at March 31, 2024, was $406,890 (December 31, 2023 - $445,708).

Leases liabilities payable to the CEO were $521,554 in aggregate at March 31, 2024 (December 31, 2023 - $575,109).

17.2	Transactions with Spouse of CEO

During the three months ended March 31, 2024, the Company incurred expenses of $25,000 (Three months ended April 30, 2023 - $25,000) for salary paid to the spouse of the CEO. At March 31, 2024, accounts and accrued liabilities payable to this individual were $1,923 (December 31, 2023 - $3,846).

17.3	Transactions with Key Management Personnel

Key management personnel consist of the President and CEO; the CFO, the COO, GM and the SVP of the Company. The compensation to key management is presented in the following table:

	Three months ended March 31, 2024	Three months ended April 30, 2023
****
Salaries and consulting fees
Stock option expense
Total

All values are in US Dollars.

***	SVP’s effective last day was December 31, 2023.

Stock options granted to key management personnel and close family members of key management personnel include the following. During the three months ended March 31, 2024, and the two months ended December 31, 2023, no options were granted to key management personnel.

Compensation to the board of directors during the three months ended March 31, 2024, was $4,500, (Three months ended April 30, 2023 – $4,500).

Page 27 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

Through its subsidiary, Golden Harvests, the Company leased Morton, owned by the Company’s GM, that is located in Michigan, with a lease term through January 2026. Lease charges of $54,000 (Three months ended April 30, 2023 - $45,000) were incurred during the three months ended March 31, 2024. The lease liability of Morton at March 31, 2024, was $349,038 (December 31, 2023 - $350,668).

Through its subsidiary, Golden Harvests, the Company also leased Morton Annex located in Michigan, which is owned by the Company’s GM. The lease term was extended during the two months ended December 31, 2023, through November 2024. Lease charges of $250,000 (Three months ended April 30, 2023 - $240,000) were incurred during the three months ended March 31, 2024. The lease liability of Morton Annex at March 31, 2024, was $nil (December 31, 2023 - $239,871).

Accounts payable, accrued liabilities, and lease liabilities due to key management at December 31, 2023, totaled $1,405,630 (December 31, 2023 - $1,230,808).

17.4	Debt Balances and Movements with Related Parties

The following table sets out portions of debt pertaining to related parties:



Balance – October 31, 2023
Interest
Payments	)	)	)	)	)
Balance – December 31, 2023
Interest
Payments				)	)
Balance – March 31, 2024

All values are in US Dollars.

Pursuant to the loan and related agreements transacted during the year ended October 31, 2020, the CEO, SVP, and a director obtained 5.5%; 1%; and 2.5% of GR Michigan, respectively; third parties obtained 4% as part of the agreements, such that GR Michigan has a 13% non-controlling interest (Note 23.1). These parties, except the CEO, obtained the same interests in Canopy; the CEO obtained 92.5% of Canopy Management, of which 87% was acquired by the Company in January 2023 (Note 23.2); all payments necessary for the Company to exercise its option to acquire 87% of Canopy were equal to payments made by Canopy to purchase a controlling 60% interest of Golden Harvests. Interest payments of $16,200 were made on the business acquisition consideration payable of $360,000 for the three months ended March 31, 2024 ($10,400 for the two months ended December 31, 2023). (Alse see Note 5.1).

Page 28 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

18.	FINANCIAL INSTRUMENTS
18.1	Market Risk (Including Interest Rate Risk, Currency Risk and Other Price Risk)
---	---

18.1.1	Interest Rate Risk

At March 31, 204, and December 31, 2023, the Company’s exposure to interest rate risk relates to long term debt and finance lease obligations; each of these items bear interest at a fixed rate.

18.1.2	Currency Risk

As at March 31, 2024, the Company had a portion of its accounts payable and accrued liabilities denominated in Canadian dollars which amounted to CAD$194,179 (CAD $155,679 at December 31, 2023). The Company is exposed to the risk of fluctuation in the rate of exchange between the Canadian Dollar and the United States Dollar.

18.1.3	Other Price Risk

Page 29 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

18.2	Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the FDIC up to $250,000. At March 31, 2024 and December 31, 2023, the Company had $8,703,084 and $6,054,579 in excess of the FDIC insured limit, respectively.

The carrying amount of cash, accounts receivable, and notes receivables represent the Company’s maximum exposure to credit risk; the balances of these accounts are summarized in the following table:

****	March 31, 2024	December 31, 2023
****
Cash
Accounts receivable
Notes receivable
Total

All values are in US Dollars.

The allowance for doubtful accounts at March 31, 2024, was $463,390 (December 31, 2023 - $373,393).

As at March 31, 2024, and December 31, 2023, the Company’s trade accounts receivable were aged as follows:

****	****	****
****	****	****
Current
1-30 days
31 days older
Total trade accounts receivable
GST /HST
Provision for bad debt	)	)
Total accounts receivable

All values are in US Dollars.

Page 30 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. During the three months ended March 31, 2024, there was no major customer that accounted for greater than 10% of revenues (Three months ended April 30, 2023 – one major customer accounted for over 11% of revenues). There was one customer with an accounts receivable balance greater than 10% at March 31, 2024, in which the balance of the customer comprised 15% of the total accounts receivable balance (December 31, 2023 – one major customer comprised 11% of total accounts receivable balance.).

18.3	Liquidity Risk

Liquidity risk is the risk that an entity will have difficulties in paying its financial liabilities.

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At March 31, 2024, and December 31, 2023, the Company’s working capital accounts were as follows:


****	****	****
Cash
Current assets excluding cash
Total current assets
Current liabilities	)	)
Working capital

All values are in US Dollars.

The current liabilities included to derive working capital excludes the current portion of convertible debt which has a maturity greater than one year but is classified as current liabilities based on the newly adopted amendment to IAS 1 effective January 1, 2024.

The contractual maturities of the Company’s liabilities occur over the next five years are as follows:

****	Year 1	Over 1 Year<br> - 3 Years	Over 3<br> Years - 5<br> Years
****
Accounts payable and accrued liabilities
Lease liabilities
Convertible debentures
Debt
Business acquisition consideration payable
Total

All values are in US Dollars.

18.4	Fair Values

The carrying amounts for the Company’s cash, accounts receivable, prepaid and other assets, accounts payable and accrued liabilities, current portions of debt and debentures payable, unearned revenue, and interest payable approximate their fair values because of the short-term nature of these items.

Page 31 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

18.5	Fair Value Hierarchy

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of the financial instruments at March 31, 2024, are summarized in the following table:

	Level in fair value hierarchy	Amortized Cost	FVTPL
****	****
Financial Assets
Cash	Level 1
Accounts receivable	Level 2
Warrants asset	Level 2
Financial Liabilities
Accounts payable and accrued liabilities	Level 2
Debt	Level 2
Convertible debentures	Level 2
Business acquisition consideration payable	Level 2
Derivative liabilities	Level 2

All values are in US Dollars.

During the three months ended March 31, 2024, there were no transfers of amounts between levels.

Page 32 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

The carrying values of the financial instruments at December 31, 2023, are summarized in the following table:

****	Level in fair value hierarchy	Amortized Cost	FVTPL
****	****
Financial Assets
Cash	Level 1
Accounts receivable	Level 2
Warrants asset	Level 2
Financial Liabilities
Accounts payable and accrued liabilities	Level 2
Debt	Level 2
Convertible debentures	Level 2
Business acquisition consideration payable	Level 2
Derivative liabilities	Level 2

All values are in US Dollars.

During the two months ended December 31, 2023, there were no transfers of amounts between levels.

19.	GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ended March 31, 2024, and the three months ended April 30, 2023, are as follows:

****	Three months ended March 31, 2024	Three months ended April 30, 2023
****
Office, banking, travel, and overheads
Professional services
Salaries and benefits
Total

All values are in US Dollars.

20.	INCOME TAXES

As the Company operates in the legal cannabis industry, certain subsidiaries of the Company are subject to the limits of IRC Section 280E for U.S. federal income tax purposes. Under IRC Section 280E, these subsidiaries are generally only allowed to deduct expenses directly related to the cost of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss recognized for financial reporting purposes.

The Company is treated as a U.S. corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes, the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company for Canadian income tax purposes as defined in the Income Tax Act (Canada). As a result, the Company is subject to taxation both in Canada and the United States. The

Page 33 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

Company is also subject to state income taxation in various state jurisdictions in the United States. The Company’s income tax is accounted for in accordance with IAS 12 Income Taxes.

For the three months ended March 31, 2024 and April 30, 2023, income taxes expense consisted of:

****	Three months ended
****	March 31, 2024	****	April 30, 2023
****		****
Current expense:
Federal
State
Adjustment to prior years provision versus statutory tax returns
Total current expense:
Deferred expense (benefit):
Federal		)
State		)
Change in unrecognized deductible temporary differences
Total deferred (benefit):		)
Total income tax expense:

All values are in US Dollars.

The difference between the income tax expense for the three months ended March 31, 2024, and April 30, 2023, and the expected income taxes based on the statutory tax rate applied to gain (loss) from operations before taxes are as follows:

****	Three months ended			****
****	March 31, 2024	****	April 30, 2023	****
****		****		****
Gain (loss) from operations before taxes		)
Statutory tax rates		%		%
Expected income tax (recovery)		)
Change in statutory tax rates and FX rates		)
Nondeductible expenses
Deferral adjustments
Change in unrecognized deductible temporary differences
Net operating loss
Fiscal year to calendar year adjustment
Adjustment to prior years provision versus statutory tax returns
Total income tax expense:

All values are in US Dollars.

Page 34 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

The following tax assets arising from temporary differences and non-capital losses have been recognized in the consolidated financial statements for the three months ended March 31, 2024, and the two months ended December 31, 2023:

****	****	****
****	****	****
Property, plant and equipment
Inventory
ROU Leases	)	)
Net Operating Loss Carryforward (federal)
Net Operating Loss Carryforward (state)
Net deferred tax assets

All values are in US Dollars.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income tax liabilities result primarily from amounts not taxable until future periods. Deferred income tax assets result primarily from operating tax loss carry forwards and temporary differences related to property, plant and equipment and inventory, and have been offset against deferred income tax liabilities. As of March 31, 2024, the Company has estimated Canadian non-capital losses of CAD$9,748,296 and capital losses of CAD$5,168,246. The Canadian non-capital losses are available to be carried forward, to be applied against Grown Rogue International Inc.’s taxable income earned in Canada over the next 20 years and expire between 2030 and 2043. The Canadian capital losses can be carried forward indefinitely. The deferred tax benefit of these Canadian tax losses has not been set up as an asset as it is not probable that sufficient taxable profits will be available for Canadian tax purposes to realize the carryforward of unused tax losses. Additionally, the deferred tax benefit of capitalized transaction costs and startup costs have not been setup as a deferred tax asset since it is not probable that the Company would be able to realize these deductible temporary differences for U.S. tax purposes.

The Company operates in various U.S. state tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. In accordance with IAS 12, the Company recognizes the benefits of uncertain tax positions in our consolidated financial statements only after determining that it is more likely than not that the uncertain tax positions will be sustained. For the three months ended March 31, 2024 and the two months ended December 31, 2023, the Company did not record an accrual for uncertain tax positions.

U.S. Congress passed the Inflation Reduction Act in August 2022. The Company does not anticipate any impact to its income tax provision as a result of the new U.S. legislation.

Page 35 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

21.	CAPITAL DISCLOSURES

The Company’s objectives when managing capital are as follows:

- to safeguard the Company’s assets and ensure the Company’s ability to continue as a going concern.

- to raise sufficient capital to finance the construction of its production facility and obtain license to produce recreational marijuana; and

- to raise sufficient capital to meet its general and administrative expenditures.

The Company manages its capital structure and makes adjustments to, based on the general economic conditions, the Company’s short-term working capital requirements, and its planned capital requirements and strategic growth initiatives.

The Company’s principal source of capital is from the issuance of common shares and debt. In order to achieve its objectives, the Company expects to spend its working capital, when applicable, and raise additional funds as required.

The Company does not have any externally imposed capital requirement.

Page 36 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

22.	SEGMENT REPORTING

Geographical information relating to the Company’s activities is as follows:

Segments	Oregon	Michigan	Other	Services	Total
****
Non-current assets other than financial instruments:
As at March 31, 2024
As at December 31, 2023
Three months ended March 31, 2024:
Net revenue
Gross profit
Gross profit before fair value adjustments
Three months ended April 30, 2023:
Net revenue
Gross profit
Gross profit before fair value adjustments

All values are in US Dollars.

23.	NON-CONTROLLING INTERESTS

The changes to the non-controlling interest for the three months ended March 31, 2024, and the two months ended December 31, 2023, are as follows:

****	March 31, 2024	December 31, 2023
****
Balance, beginning of period
Non-controlling interest share of Canopy
Acquisition of 43.48% of West New York
Non-controlling interest share of West New York
Balance, end of period

All values are in US Dollars.

23.1	Non-controlling Interest in Canopy
****	March 31, 2024	December 31, 2023
---	---	---
****
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net loss for the period attributed to non-controlling interest

All values are in US Dollars.

Page 37 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

23.2	Non-controlling Interest in West New York
	March 31, 2024	December 31, 2023
---	---	---
****
Non-current assets
Net loss for the period attributed to non-controlling interest

All values are in US Dollars.

24.	LEGAL MATTERS

On September 22, 2022, the SEC issued an Order Instituting Proceedings pursuant to Section 12(j) of 1934 Act, against the Company alleging violations of the 1934 Act, as amended, and the rules promulgated thereunder, by failing to timely file periodic reports. Section 12(j) authorizes the SEC as it deems necessary or appropriate for the protection of investors to suspend for a period not exceeding 12 months, or to revoke, the registration of a security if the SEC finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of the 1934 Act, as amended, or the rules promulgated thereunder. The Company has filed an answer to the Order Instituting Proceedings and is seeking a hearing in the matter. The Company is currently fully compliant with all of its filings, is vigorously defending itself in the matter, and is preparing to re-register its security if necessary.

Page 38 of 39

Grown Rogue International Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2024 (note 2.4)

Expressed in United States Dollars, unless otherwise indicated

25.	SUBSEQUENT EVENTS
25.1	Warrants Acceleration
---	---

25.2	Canopy Buyout

Page 39 of 39

Exhibit 11

GROWN ROGUE INTERNATIONAL INC.

FORM 51-102F1

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Pg **1** of **41**

TABLE OF CONTENTS

Management’s Responsibilities for Financial Reporting	3
Forward-Looking Statements	4
Description of Business	4
Selected Financial Information	11
Results of Operations	12
Summary of Quarterly Results	16
Liquidity	16
Capital Resources	20
Off-Balance Sheet Arrangements	21
Transactions with Related Parties	21
Other Selected Financial Information	24
Outstanding Share Data	25
Critical Accounting Judgments and Estimation Uncertainties	26
Newly Adopted Accounting Pronouncements	27
Financial Instruments and Other Risk Factors	27
Subsequent Events	30
Regulatory Disclosure	31
Internal Control over Financial Reporting and Disclosure Controls	41

Pg **2** of **41**

This Management Discussion and Analysis (“MD&A”) made as of May 29, 2024, should be read in conjunction with the unaudited condensed interim consolidated financial statements of Grown Rogue International Inc. (the “Company”, “Grown Rogue”, (“we”, “our”, or “us”) for the three months ended March 31, 2024 (the “Reporting Period”), and the related notes thereto (the “Financial Statements”). The Company’s Financial Statements are presented on a consolidated basis with its wholly-owned subsidiary, Grown Rogue Unlimited, LLC (“GR Unlimited”), and GR Unlimited’s wholly-owned subsidiaries: Grown Rogue Gardens, LLC (“GR Gardens”), GRU Properties, LLC (“GRU Properties”), GRIP, LLC (“GRIP”), Grown Rogue Distribution, LLC (“GR Distribution”), and Grown Rogue Retail Ventures, LLC (“GR Retail”); as well as GR Retail’s 43.48% interest in Grown Rogue West New York, LLC (“West NY”), and GR Unlimited’s 87% interest in Canopy Management, LLC (“Canopy”), which owns 60% of Golden Harvests, LLC (“Golden Harvests”). During the year ended October 31, 2023, the Company announced that it had exercised its option to obtain 87% of the membership units of Canopy (through GR Unlimited); and on April 25, 2024, the Company announced that it had purchased the total remaining minority interest in Canopy and increased Canopy’s ownership interest in Golden Harvest to 80%. Also see Subsequent Events. Grown Rogue’s reporting currency is the United States dollar and all amounts in this MD&A are expressed in United States dollars unless otherwise noted. The Company’s functional currency is the Canadian dollar while all subsidiaries use USD as the functional currency. The use of “CAD$” refers to Canadian dollars.

The Company’s comparative information included in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Additional information relating to the Company is also available on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca. The common shares of GRIN are listed on the Canadian Securities Exchange under the symbol “GRIN”.

MANAGEMENT’SRESPONSIBILITIES FOR FINANCIAL REPORTING

The Financial Statements have been prepared by management in accordance with IFRS and have been approved by the Company’s board of directors (the “Board”). The integrity and objectivity of the Financial Statements are the responsibility of management. In addition, management is responsible for ensuring that the information contained in the MD&A is consistent where appropriate, with the information contained in the Financial Statements.

The Financial Statements may contain certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis to ensure that the Financial Statements are presented fairly in all material respects.

As the Company is a Venture Issuer (as defined under under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) (“NI 52-109”), the Company and Management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures (“DC&P”) and/or Internal Controls over Financial Reporting (“ICFR”), as defined in NI 52-109, nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective basis DC&P and ICFR for the issuer may result in additional risks of quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Pg **3** of **41**

FORWARD-LOOKINGSTATEMENTS

This MD&A contains information and projections based on current expectations. Certain statements herein may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this MD&A, such statements use such words as “will”, “may”, “could”, “intends”, “potential”, “plans”, “believes”, “expects”, “projects”, “estimates”, “anticipates”, “continue”, “potential”, “predicts” or “should” and other similar terminology. These statements reflect expectations regarding future events and performance but speak only as of the date of this MD&A. Forward-looking statements include statements with respect to planned acquisitions, strategic partnerships or other transactions and expansions not yet concluded, including the timing thereof; plans to market, sell and distribute products; market competition; plans to retain and recruit personnel; the ability to secure funding; and the ability to obtain regulatory and other approvals are all forward-looking information.

These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements.

There can be no assurance that any intended or proposed activity or transaction will occur or that, if any such action or transaction is undertaken, it will be completed on terms currently intended by the Company. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements herein speak only as of the date hereof. Actual results could differ materially from those anticipated due to a number of factors and risks including those described in this MD&A under “Risk Factors” and in section 17 of the Company’s Listing Statement dated November 15, 2018, which can be found under the Company’s profile on www.sedarplus.ca.

DESCRIPTIONOF BUSINESS

Grown Rogue, headquartered in Medford, Oregon, is a craft cannabis^1^ company 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 by becoming the number one flower producer in Oregon in 2022, which we have maintained year-to-date in 2023, and we have successfully expanded our platform to Michigan, where we quickly became a top 5 indoor wholesaler in that state in 2022, which we have maintained year-to-date in 2023. We combine our passion for product and value with a disciplined approach to growth, prioritizing profitability and return on capital.

Grown Rogue’s strategy is built to win now and, in the future, as the Company profitably delivers craft cannabis at appropriate scale and continues building out indoor cultivation in new markets, while scaling sungrown capabilities to support eventual interstate commerce.

^1^	The terms cannabis and marijuana are used interchangeably throughout this MD&A.

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Grown Rogue’s competitive advantage is efficiently cultivating and delivering craft cannabis at accessible prices, having a healthy balance sheet and the access to capital to accelerate the growth with new market opportunities.

OREGON

Grown Rogue, through its wholly owned subsidiary, GR Gardens, operates four cultivation facilities in Oregon, comprising approximately 95,000 square feet of flowering cultivation canopy, that currently service the Oregon recreational marijuana market: two outdoor, sungrown farms called “Foothill” and “Ross Lane,” and two state-of-the-art indoor facilities (“Rossanley” and “Airport”). GR Gardens currently holds five producer licenses in Oregon from the Oregon Liquor Control Commission (“OLCC”), two wholesaler licenses, and two processor licenses.

During the year ended October 31, 2023, we executed a two-year lease which includes an option to purchase Ross Lane, an Oregon property which includes 35 acres, 3 tax lots and an additional OLCC producer license. The Company executed this purchase option on January 12, 2024 for total consideration of $1,525,000 comprised of a promissory note for $1,285,000 with the remaining consideration consisting of a down payment and a credit for prepaid rents.

Grown Rogue’s Oregon business is headquartered in the world-renowned Emerald Triangle, which is known world-wide for the quality of its cannabis. The Emerald Triangle includes the southern part of Oregon and northern part of California. The Company capitalizes on this ideal outdoor growing environment to produce high-quality, low-cost cannabis flower. The two sungrown farms produce one crop each year per farm, which is planted in June and harvested in October.

GR Gardens is responsible for production of recreational marijuana using outdoor and indoor production methodologies. Foothill and Ross Lane are outdoor farms with 40,000 square feet of flowering canopy each, for a total of 80,000 square feet, sitting on a combined land package of approximately 135 acres. Our “Trail’s End” outdoor property will not be cultivated in 2023, and the Company will transfer the Trail’s End license to Ross Lane for production in 2024 to streamline operational efficiencies by centralizing production facilities.

Rossanley, an approximately 17,000 square-foot indoor facility, with approximately 5,600 square feet of flowering bench space, produces high-quality indoor flower through controlled environment agriculture (“CEA”) operations. By carefully controlling temperature, humidity, carbon dioxide levels, and other criteria, we produce a year-round supply of high- quality cannabis flower with multiple harvests per month. Rossanley has eight dedicated flower rooms, which allows for an average of nearly four harvests per month resulting in approximately 4,000 pounds annually.

Airport, acquired in 2022 is a 30,000 square-foot indoor growing facility adding 30,000 square feet of CEA indoor production space and 9,152 square feet of flowering bench space. Airport is a short distance from Rossanley, which is a benefit to operating efficiency, and it is equipped with state-of-the-art equipment which facilitates the implementation of best practices developed at Rossanley.

MICHIGAN

In May 2021, we acquired, through Canopy, a controlling 60% interest in our Michigan operation called Golden Harvests.

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The Golden Harvests facility is approximately 65% constructed, with approximately 50,000 square feet in operation, including approximately 14,550 square feet of flowering bench space, in addition to all the ancillary support space, including office and administration to support the operations. The facility produces high quality indoor flower through CEA, with fourteen individual flowering rooms in operation. Harvested pounds in Michigan in 2023 totaled approximately 10,000 pounds. Golden Harvests produces bulk flower, packaged flower, and manufactures pre-rolls on site.

SERVICES

On May 24, 2023, GR Unlimited entered into an independent contractor consulting agreement (the “Consulting Agreement”) with Goodness Growth Holdings, Inc. (CSE: GDNS; OTCQX: GDNSF) (“Goodness Growth”). Under the Consulting Agreement, GR Unlimited will support Goodness Growth in the optimization of its cannabis flower products, with a particular focus on improving the quality and yield of top-grade “A” cannabis flower across its various operating markets, starting with Maryland and Minnesota.

As part of this strategic agreement, Goodness Growth is obligated to issue 10,000,000 warrants to purchase 10,000,000 subordinate voting shares of Goodness Growth to the Company, with a strike price equal to CAD$0.317 (US$0.233), being a 25.0 percent premium to the 10-day volume weighted average price (“VWAP”) of Goodness Growth’s subordinate voting shares prior to the effective date of the Consulting Agreement. Similarly, the Company will issue 8,500,000 warrants to purchase 8,500,000 common shares of the Company to Goodness Growth, with a strike price equal to CAD$0.225 (US$0.166), being a 25.0 percent premium to the 10-day VWAP of the Company’s common shares prior to the effective date of the Consulting Agreement. These warrants were issued on October 5, 2023.

PRODUCT

Grown Rogue produces a range of cultivars for consumers to enjoy, which are traditionally classified as indicas, sativas, and hybrids. Grown Rogue has a mix of “core” and “limited” strains to provide consumers with consistent and unique purchasing options at their local dispensary. Grown Rogue flower has won multiple awards in Oregon, which is one of the most competitive cannabis production environments in the world, including the prestigious Growers Cup competition on two occasions. Grown Rogue won 1^st^ place for highest THC content, 1^st^ place for highest terpene content, and 3^rd^ place in the grower’s choice category. In addition, we believe we achieved an outdoor production potency record, at the time, in the state of Oregon, when its Monkey Train cultivar tested at a THC potency of 35.13%. In 2023, Grown Rogue won 3^rd^ place in the Oregon Grower’s Cup Outdoor category for its Sour Grape strain. Consumers can enjoy bulk flower in both Oregon and Michigan. In the Michigan market we also offer our innovative nitrogen sealed 3.5 gram flower jars, our patented nitrogen sealed pre-rolls, 3.5 gram flower bags, and regularly packaged pre-rolls.

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GENETICS

We are committed to developing unique, proprietary genetics as long-term genetic diversity will be a major factor in establishing brand differentiation with consumers. We have allocated research and development space to develop new strains, while also phenotype hunting to identify new and exciting strain options that will delight consumers. Grown Rogue has developed a compelling mix of proprietary strains, along with a library of “fan favorites” to ensure that consumer and dispensary demand will remain strong for our flower and flower-derived products. All Grown Rogue genetics are rigorously tested to establish the genetic makeup of each strain in our portfolio. We continue to focus on bringing new unique genetics to ensure a steady flow of innovative flower and flower products to market. Currently we carry more than 50 unique cultivars in our genetic library, and we continue to develop our portfolio as we trial new genetics.

DISTRIBUTION AND SALES

Grown Rogue works with dispensary owners to develop promotional opportunities for retail customers and bud tenders. Grown Rogue provides detailed tutorials to the staff and owners of the dispensaries around the product and how it is grown, processed, cured and packaged so that they are intimately familiar with the Grown Rogue process. Grown Rogue also invites dispensary owners and operators to Grown Rogue’s operating facilities so they can see first-hand the methods and processes used to create the product.

BRANDING

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In order to grow the Grown Rogue community and spread knowledge of its products, Grown Rogue leverages social media and other digital platforms. Grown Rogue aspires to eliminate the “dark mystery” historically associated with cannabis by empowering consumers to learn about the plant and then “enhance experiences” as they desire. The transition from prohibition to legal cannabis has provided the cannabis community with an opportunity to welcome a large group of new members and it is vital that product education is completed in an authentic and informative manner to ensure that everyone’s first cannabis experience is not only positive but also as expected.

MARKETING AND ADVERTISING

Grown Rogue’s marketing channels include a comprehensive, fully responsive, interactive website (including mobile). The website has been search-engine optimized and includes calls to action that encourage consumers to become part of the Grown Rogue community by following the Company on social media.

Grown Rogue is focused on providing education to new and existing consumers through our website but even more hands on through our retail partners. We provide vendor days and budtender education days where we spend one on one time with the budtenders educating them about everything Grown Rogue.

We strategically leverage the narrative at retail through digital and physical retail assets to further educate consumers about Grown Rogue.

Grown Rogue has established a social media presence that includes Facebook, Twitter, Instagram, LinkedIn, TikTok and YouTube. Grown Rogue’s social identity is defined by delivering fresh content and keeping interaction with followers/fans prompt and positive. Grown Rogue attracts existing cannabis industry participants as well as people not familiar with the industry by creating a positive, inclusive environment where dialogue is encouraged. The goal is to change existing stereotypes and overcome the stigmas associated with the cannabis industry.

TRADEMARKS AND PATENTS

Grown Rogue actively seeks to protect its brand and intellectual property. Grown Rogue currently has three registered U.S. trademarks:

1.	Grown Rogue was filed on September 22, 2017, and registered on August 7, 2018 under Registration No. 5537240.
2.	The Right Experience Every Time was filed on September 29, 2017 and registered on August 7, 2018 under Registration No. 5537260.
---	---
3.	Sizzleberry was filed on September 29, 2017, and registered on August 7, 2018, under Registration No. 5537259.
---	---

Grown Rogue filed a patent for its nitrogen sealed glass containers on February 15, 2018, with the United States Patent and Trademark Office (“USPTO”). The nitrogen sealed glass containers preserve the freshness of the flower and essential terpenes to improve the “entourage effect.” The USPTO issued Grown Rogue United States Patent Number 10,358,282 on July 23, 2019. Several third parties have contacted us to request licensing information on this technology. We have introduced nitrogen sealed jars and pre-rolls in Michigan and plan on launching them as we enter additional new markets and may license the technology to third parties operating in markets in which Grown Rogue is not currently licensed.

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SOCIAL AND ENVIRONMENTAL POLICIES

Grown Rogue employs sustainable business models in our operations. We maintain the highest standards of environmental stewardship in cultivation. This includes sustainable water sources with optimization of reclamation and recapture from runoff and recycling of water input. We use only natural and sustainable products in all applications, including nutrients and integrated pest management. We maintain the highest level of sustainable cannabis practices through our focus on sustainable and natural cultivation methods. Grown Rogue hires and pays a living wage to its team members and is very involved in each of the communities where we operate.

PLANS FOR EXPANSION AND ECONOMIC OUTLOOK

Grown Rogue continues to focus on taking its learnings and experience from Oregon and Michigan into new markets across the United States. During the last two years, Grown Rogue has established a platform that excels at licensing, compliance, high-quality and low-cost production, understanding consumer purchasing preferences, and product innovation. This platform places Grown Rogue in a superior position to capitalize on new markets compared to our competitors. Oregon is arguably the most competitive cannabis market in the world, and we have excelled by implementing standard business practices that make the Company well suited for entering and building successful brand presence in newly-legalized cannabis markets.

The expansion into Airport (see “Description of the Business – Oregon”) and acquisition of a 60% interest in Golden Harvests (see “Description of the Business – Michigan”) represent execution of management’s strategy of growth through high quality, low-cost flower production. In addition, we have added a profitable services segment (see “Description of the Business – Services),” which leverages our cultivation expertise to generate margin and increase our presence to two new states at low financial risk. As other growth opportunities arise under favorable financial terms, management can activate known and repeatable systems into new assets.

We believe that the future of the cannabis industry is in branded products and that the leading brands are being developed on the west coast, which is well known for high quality cannabis. Unlike many current multi-state operators who prefer to obtain just a few licenses in a large volume of states, Grown Rogue is focused on establishing a larger number of licenses in fewer states to capitalize on the economies of scale we view as optimal to maximize profits. Over the next twelve months, we are focused on furthering our footprints and flower market shares in Oregon and Michigan markets, strengthening our presence in Minnesota and Maryland (by way of the Consulting Agreement), continuing to add new products to our portfolio, and exploring and executing on strategic opportunities in new states.

With the recent shift in political landscape, we have also begun analyzing the potential for federal de-regulation and the subsequent ability to export cannabis products across state lines. We believe Oregon will be a large export state. Being located in the Emerald Triangle provides a unique product differentiator due to the ability to produce high quality and low cost sungrown flower due to the environmental conditions that occur naturally in Southern Oregon. Our strategy to take advantage of what is projected to be a multi-billion dollar export business is developing, and we are excited to begin implementation of this business plan over the coming years, including the expansion into New Jersey.

On October 3, 2023, GR Unlimited executed a promissory note (the “New Jersey Retail Promissory Note”) and advanced $250,000 to an individual representing the principal amount of the note. Pursuant to the New Jersey Retail Promissory Note, interest on the outstanding principal borrowed accrues at a rate of 12% per annum provided that, if the extended maturity date of the note is triggered, interest shall accrue on the outstanding balance commencing on the maturity date and ending on the extended maturity date of the New Jersey Retail Promissory Note.

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On October 4, 2023, the Company announced that it signed a definitive agreement with an option to acquire 70% of ABCO Garden State, LLC (“ABCO”), pending regulatory approval from the New Jersey Cannabis Regulatory Commission (the “CRC”). ABCO was granted a conditional cultivation and manufacturing license by the CRC and will receive its annual cultivation license soon. GR Unlimited executed a secured draw down promissory note (the “Iron Flag Promissory Note”) with Iron Flag, LLC (“Iron Flag”), to fund tenant improvements and for general working capital at the 50,000 square foot facility leased by ABCO for use in ABCO’s cannabis cultivation operations under construction and estimated to be completed in the second quarter of 2024. Pursuant to the Iron Flag Promissory Note, GR Unlimited shall make the maximum amount available to Iron Flag in one or more advances in an aggregate amount not to exceed $4,000,000. Interest on the outstanding principal borrowed accrues at a rate of 12.5% per annum commencing with respect to each advance and accruing until the date the standing advances and all accrued interest is paid in full. As of the consolidated statements of financial position dated March 31, 2024, the Company has advanced the full $4M agreed to under the Iron Flag Promissory Note and an additional $1,080,000 has been funded, in which the Company intends to use as proceeds towards the payment of its first option to acquire the equity of ABCO.

On January 16, 2024, the Company signed a definitive agreement to invest in the development of an adult-use dispensary in West New York, New Jersey. As part of this agreement, GR Unlimited executed a secured convertible promissory note and advanced $500,000 to Nile of NJ LLC, a New Jersey limited liability company. Pursuant to the secured convertible promissory note agreement, interest on the outstanding principal borrowed shall accrue at a rate of 10%.

LEGAL MATTERS

On September 22, 2022, the United States Securities and Exchange Commission (the “Commission”) issued an Order Instituting Proceedings (“OIP”) pursuant to Section 12(j) of the Securities Exchange Act of 1934 (the “1934 Act”), against the Company alleging violations of the 1934 Act, as amended, and the rules promulgated thereunder, by failing to timely file periodic reports. Section 12(j) authorizes the Commission as it deems necessary or appropriate for the protection of investors to suspend for a period not exceeding 12 months, or to revoke, the registration of a security if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of the 1934 Act, as amended, or the rules promulgated thereunder. The Company has filed an answer to the OIP and is seeking a hearing in the matter. The Company is currently fully compliant with all of its filings, is vigorously defending itself in the matter, and is preparing to re-register its security if necessary.

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SELECTEDFINANCIAL INFORMATION

The following selected financial data for each of the three reporting periods are derived from the consolidated financial statements of the Company.

	Three months ended March 31,		Two months ended December 31,	Year ended October 31
	2024<br>()		2023<br>()2	2023<br>()
Total revenue
Income from operations
Net income (loss)		)			)
Net income (loss) per share, basic		)			)
Net income (loss) per share, diluted					)
Comprehensive income (loss)		)			)
Comprehensive income (loss) per share, basic		)			)
Comprehensive income (loss) per share, diluted					)
Total assets
Total non-current liabilities
Cash dividends

All values are in US Dollars.

^2^	The Company changed its year-end to December 31, which resulted in a two month reporting period for December 31, 2023.

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RESULTSOF OPERATIONS

SELECTED FINANCIAL RESULTS

Effective December 31, 2023, the Company changed its financial year-end to December 31 from October 31. Comparative figures in preparing the condensed consolidated interim financial statements have been reclassified to conform to the current period presentation, and to reflect the results for the three months ended April 30, 2023, in the condensed consolidated interim statements of operations and comprehensive loss, cash flows and changes in equity. All variances will reflect differences to some degree due to the different months included in the current period presentation versus the comparative period.

Three Months Ended March 31, 2024, and the Three Months Ended April 30, 2023

Selected financial results of operations for the three months ended March 31, 2024, and the three months ended April 30, 2023, are summarized below:

	Three months ended		Three months ended
	March 31, 2024 ()		April 30, 2023 ()		Variance ()		Variance<br> %
Revenue								11	%
Cost of goods and services sold, excluding fair value adjustments		)		)				(10	%)
Gross profit before fair value adjustments								34	%
Net income (loss)		)				)		(1111	%)
Cash flow from operations before NCWC								1	%

All values are in US Dollars.

Significant items contributing to the generation of net income for the three months ended March 31, 2024, and the three months ended April 30, 2023, are summarized in the table below:

	Three months ended		Three months ended
	March 31, 2024 ()		April 30, 2023 ()		Variance		Variance<br> %
Total revenues								11	%
Cost of revenues, excluding fair value items		)		)				(10	%)
Realized fair value amounts in inventory sold								46	%
Unrealized fair value gain on growth of biological assets		)		)				(4	%)
Accretion expense								91	%
General and administrative expenses								43	%
Stock option expense						)		(41	%)
Interest expense						)		(5	%)
Amortization of property and equipment								276	%
Unrealized (gain) loss on derivative liability								1991	%
Unrealized gain on warrants asset		)				)		n/a
Loss on disposal of property and equipment								n/a

All values are in US Dollars.

More detailed analysis of the components of results of operations are described in the following sections.

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Revenues – Three Months Ended March 31, 2024, and the Three Months Ended April 30, 2023

	Three months ended	Three months ended
	March 31, 2024 ()	April 30, 2023<br> ()	Variance ()	Variance<br> (%)
Revenue from Grown Rogue production					9	%
Revenue from services					41	%
Total revenue					11	%

All values are in US Dollars.

Service revenues during the three months ended March 31, 2024, and the three months ended April 30, 2023, were derived from the Consulting Agreement (see Description of Business – Services).

The following table summarizes revenues from Grown Rogue production for the three months ended March 31, 2024, and the three months ended April 30, 2023:

	Three months ended	Three months ended
	March 31, 2024 ()	April 30, 2023 ()	Variance ()		Variance<br> (%)
Indoor						5	%
Outdoor				)		(28	%)
Pre-rolls						54	%
Trim & other						267	%
Revenue from Grown Rogue production						9	%

All values are in US Dollars.

Revenues during the three months ended March 31, 2024, were higher than the comparative three months ended April 30, 2023, due primarily to the higher ASP to which the pounds were sold.

As detailed further below, we sold less pounds in the three months ended March 31, 2023, than the comparative three months ended April 30, 2023, at higher ASP.

The following tables summarize pounds sold and average selling prices:


Indoor flower	5,071	5,507	(436	)	116
Outdoor flower	1,667	2,751	(1,084	)	65
Pre-rolls	240	127	113		(231	)
Total	6,978	8,385	(1,407	)	141

All values are in US Dollars.

COSTS OF GOODS AND SERVICES SOLD

Three Months Ended March 31, 2024, and the Three Months Ended April 30, 2023

	Three months ended	Three months ended
	March 31, 2024 ()	April 30, 2023 ()	Change ()		Change<br> (%)
Costs of goods sold				)		(10	%)
Costs of service revenues				)		(20	%)
Costs of goods sold, excl. fair value items				)		(10	%)

All values are in US Dollars.

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Cost of finished cannabis inventory sold during the three months ended March 31, 2024, decreased by 10% over the comparative three months ended April 30, 2023, while revenues for the same periods increased by 9%.

NET INCOME AND LOSS

Share-based Compensation

During the three months ended March 31, 2024, we granted, or committed to grant, common shares and stock options as compensation to employees and service providers.

The common shares issuances and stock options (measured at fair value using the Black-Scholes pricing model) resulted in total expense recognition of $56,185 during the three months ended March 31, 2024 (for the three months ended April 30, 2023 - $95,563).

General and Administrative Expenses

The general and administrative expenses for the three months ended March 31, 2024, and the three months ended April 30, 2023, are as follows:

	Three months ended	Three months ended
	March 31, 2024<br> ()	April 30, 2023<br> ()	Change ()		Change<br> (%)
Office, banking, travel, and overheads				)		(7	%)
Professional services						139	%
Salaries and benefits						62	%
General and administrative expenses						43	%

All values are in US Dollars.

General and administrative costs for the three months ended March 31, 2024, were 43% higher than the three months ended April 31, 2023.

Interest and Interest Accretion Expense

The interest and interest accretion expense for the three months ended March 31, 2024, and the three months ended April 30, 2023, are as follows:

	Three months ended	Three months ended
	March 31, 2024 ()	April 30, 2023 ()	Change ()	Change<br> (%)
Interest and accretion expense					62	%

All values are in US Dollars.

Interest and accretion expenses reflect the increase in accretion due to the new convertible debentures issued, including the convertible debentures issued on December 5, 2022, (the “December Convertible Debentures”); on July 13, 2023 (the “July Convertible Debentures”); and on August 17, 2023 (the “August Convertible Debentures”).

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SEGMENT REPORTING

We operate in the states of Oregon and Michigan in the United States, and we recently began providing consulting services. The following tables summarize performance by segment for the three months ended March 31, 2024, and the three months ended April 30, 2023.

Segments	Oregon	Michigan	Other	Services	Total
****
Non-current assets other than financial instruments:
As at March 31, 2024
As at December 31, 2023
Three months ended March 31, 2024:
Net revenue
Gross profit
Gross profit before fair value adjustments
Three months ended April 30, 2023:
Net revenue
Gross profit
Gross profit before fair value adjustments

All values are in US Dollars.

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SUMMARYOF QUARTERLY RESULTS

The following table sets out selected quarterly results of the Company for the seven quarters ended on or before March 31, 2024. Also included are the two months ended December 31, 2023. The quarterly information contained herein is drawn from the interim financial statements of the Company for each of the aforementioned seven quarters. The information contained herein for the three months ended March 31, 2024, is derived from the unaudited condensed interim consolidated financial statements of the Company. Revenues in any period are subject to market sales pricing, which historically has fluctuated significantly. Management has observed that pricing and sales volumes tend to be lower seasonally during winter months, in the Company’s first fiscal quarter, although we do not have high confidence that this will persist. Net income and loss include the impact of significant non-cash expenses, such as losses on the fair valuation of derivative liabilities, marketable securities, share-based payments, and interest accretion. Expenses contributing to net loss do not have significant seasonal trends, except for costs of sales, which follow trends in revenues.

			Two Months<br><br> <br>Ended		Fiscal Year<br><br> <br>2023			Fiscal Year<br><br> <br>2023
			Dec 31,<br> 2023		Quarter End<br><br> <br>Oct 31			Quarter End<br><br> <br>Jul 31
Revenue ()	6,654,474			3,638,087		6,522,291			6,295,717
Net income (loss) ()	(4,165,700	)		672,427		(2,012,324	)		345,488
Net income (loss)/share, basic	(0.02	)		0.00		(0.00	)		0.00
Net income (loss)/share, diluted	0.01			0.00		(0.00	)		0.00

All values are in US Dollars.

		Fiscal Year<br><br> <br>2023		Fiscal Year<br><br> <br>2022			Fiscal Year<br><br> <br>2022
		Quarter End<br><br> <br>Jan 31		Quarter End<br><br> <br>Oct 31			Quarter End<br><br> <br>Jul 31
Revenue ()	6,004,637		4,530,540		5,072,635			4,251,808
Net income (loss) ()	411,979		592,537		(451,630	)		571,406
Net income (loss)/share, basic	0.00		0.01		(0.00	)		0.00
Net income (loss)/share, diluted	0.00		0.01		(0.00	)		0.00

All values are in US Dollars.

LIQUIDITY

Our ability to generate cash in the short term is based upon sales from production and financing proceeds, and in the long term is based upon sales from production, including production from investments in production increases, or from growth by business acquisitions, or a combination thereof. Investments to increase production or acquire business may require further financing. The Company generates operating cash flows from sales of cannabis products which generate margin that contribute to coverage of other operating costs. We have generated net income for four of the seven most recent quarters (exception Q1 fiscal year 2024, Q4 fiscal year 2023 and Q4 fiscal year 2022) and expect to continue generating net income consistently. We have raised financing historically through debt and equity, which has been and will be invested in the business in order to improve production yields and increase total productive capacity, as well as cover operating costs, and to strategically expand the business. We raised proceeds of $5,425,643 from the exercise of warrants, stock options and sale of membership units in a subsidiary during the three months ended March 31, 2024 (for the three months ended April 30, 2023 - $nil).

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We are typically able to sell finished goods shortly after inventory reaches its final state, and sales are primarily made on cash-on-delivery terms, or with short net terms. Our ability to fund operations, to plan capital expenditures, and to plan acquisitions, depends on future operating performance and cash flows and the availability of capital by way of debt or equity investment in the Company, which are subject to prevailing economic conditions and financial, business, and other factors, some of which are beyond the Company’s control.

CASH FLOWS

The following table summarizes certain cash flow items for the three months ended March 31, 2024, and the three months ended April 30, 2023:

	Three months ended		Three months ended
	March 31, 2024<br> ()		April 30, 2023<br> ()
Net income (loss)		)
Net cash provided by operating activities
Net cash used in investing activities		)		)
Net cash provided by / (used in) financing activities				)
Net increase (decrease) in cash and cash equivalents
Effect of currency translation		)		)
Cash and cash equivalents, beginning
Cash and cash equivalents, ending

All values are in US Dollars.

Operating Activities

During the three months ended March 31, 2024, cash provided by operating activities was $1,341,749 (Three months ended April 30, 2023 - $1,461,046). This number was derived by adding back non-cash items to net income, including the following significant adjustments:

●	$255,052 (Three months ended April 30, 2023 - $67,820) in amortization of property and equipment;
●	$439,632 (Three months ended April 30, 2023 - $484,032) from depreciation expensed in costs of finished inventory sold;
---	---
●	Deduction of 403,414 (Three months ended April 30, 2023 - deduction of $419,874) from the unrealized change in fair value of biological assets;
---	---
●	$927,479 (Three months ended April 30, 2023 - $637,063) for changes in fair value in inventory sold;
---	---
●	Deduction of $93,251 (Three months ended April 30, 2023 - $nil) from deferred income taxes;
---	---
●	$56,185 (Three months ended April 30, 2023 - $95,563) in share-based compensation and stock option vesting expense, including expense for option grants under our stock option plan implemented during 2020, as well as shares issued directly as compensation for employees, directors, and service providers;
---	---
●	$381,663 (Three months ended April 30, 2023 - $199,773) in accretion of interest expense on debt and convertible debentures outstanding;
---	---
●	$2,177 (Three months ended April 30, 2023 - $nil) from loss on disposal of property and equipment;
---	---
●	$5,660,040 (Three months ended April 30, 2023 - $270,712) from the loss on fair value of derivative liability;
---	---
●	Deduction of $1,282,847 (Three months ended April 30, 2023 - deduction of $nil) from the unrealized loss on warrants asset.
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Changes in non-cash working capital are summarized in the following table.

	Three months ended		Three months ended
	March 31, 2024 ()		April 30, 2023 ()
Accounts receivable		)		)
Interest receivable		)
Inventory and biological assets		)
Prepaid expenses
Accounts payable and accrued liabilities
Income tax payable
Unearned revenue				)
Total		)		)

All values are in US Dollars.

Investing Activities

During the three months ended March 31, 2024, we added $1,816,189 (Three months ended April 30, 2023 - $555,287) to property and equipment, including non-cash right-of-use asset additions. We expended cash flows of $297,314 (Three months ended April 30, 2023 - $428,955) for property and equipment additions.

We also expended $2,947,998 (Three months ended April 30, 2023 - $nil) as cash advances and loans to other parties during the three months ended March 31, 2024.

Financing Activities

Net cash flows provided by financing activities during the three months ended March 31, 2024 were $4,552,069 (Three months ended April 30, 2023 – net cash used of $731,322).

Significant financing activities for the three months ended March 31, 2024, included the following:

●	Proceeds of $600,000 from sales of units of subsidiary;
●	Proceeds of $4,657,460 from exercise of warrants;
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●	Proceeds of $168,183 from exercise of stock options;
---	---
●	Repayments of $141,478 of convertible debentures;
---	---
●	Repayments of $447,690 of lease principal; and
---	---
●	Repayments of $284,406 of long-term debt.
---	---

Financing activities during the comparable three months ended April 30, 2023, included the following:

●	Repayments of $45,000 of convertible debentures;
●	Repayments of $492,339 of lease principal; and
---	---
●	Repayments of $193,983 of long-term debt.
---	---

Pg **18** of **41**

TRENDS AND EXPECTED FLUCTUATIONS IN LIQUIDITY


Current assets				28	%
Current liabilities	)	)	)	47	%
Working capital			)	(27	%)

All values are in US Dollars.

Working capital varied from December 31, 2023, to March 31, 2024, due primarily to net cash provided by financing activities, which was $4,552,069 during the three months ended March 31, 2024, versus cash used by financing activities of $1,139,491 during the two months ended December 31, 2023. The current liabilities included to derive working capital excludes the current portion of convertible debt which has a maturity greater than one year but is classified as current liabilities based on the newly adopted amendment to IAS 1 Presentation of Financial Statements effective January 1, 2024.

We have observed some indications of seasonality, and in addition, we have observed that market conditions can change rapidly without apparent explanations or analyzable causes. We cannot control whether we will be able to raise financing when required or sell cannabis products at profitable prices in the future; however, part of our strategy is to produce flower at sustainable gross margins over a growing productive base, which, holding other factors constant, is expected to result in improved net loss or net income, as well as net cash flows.

Commitments and Obligations

Set out below are undiscounted minimum future lease payments after March 31, 2024.

	Total future minimum lease<br> payments<br>()
Less than one year
Between one and five years
Total minimum lease payments
Less amount representing interest		)
Present value of minimum lease payments

All values are in US Dollars.

The Company has four lease contracts with extension options remaining after March 31, 2024, which were negotiated by management to provide flexibility in managing business needs. Set out below are the undiscounted potential rental payments related to periods following the date of exercise options that are not included in the lease term:

	Within<br><br>five years		More than<br><br>five years
Extension options available to be exercised	$	4,004,193	$	6,198,569

Pg **19** of **41**

The contractual maturities of the Company’s accounts payable and accrued liabilities, debt, leases, and unearned revenue occur over the next five years are as follows:

	Year 1	Over 1 Year<br> - 3 Years	Over 3<br> Years - 5<br> Years
****
Accounts payable and accrued liabilities
Lease liabilities
Convertible debentures
Debt
Business acquisition consideration payable
Total

All values are in US Dollars.

CAPITALRESOURCES

DEBT FINANCING

On March 15, 2024, GR Unlimited guaranteed a note payable owed by ABCO Gardens State, LLC, with an original principal limit amount of $1,100,000. The note allows the Company to borrow any amount which is more than $150,000 but less than the loan limit of $1,100,000. All advances in aggregate should not exceed the loan limit of $1,100,000. Each advance will be subjected to a 1.55% origination fee payable to the lender at the time of the advance, which can be deducted from the advance. Interest is paid at 17.32% per annum and each advance has a maturity date of 3 years after the effective date of the advance. Interest only will be payable on the 15th of the next month following the effective date of the advance and continuing for six months. At any time after the Company has paid twelve months’ worth of interest, the Company may repay the note in full following written notice to the lender. The principal and interest payments for the note payable are to be made by GR Unlimited, in which the principal loan balance has been added to the Iron Flag Promissory Note and is considered an advance issued by GR Unlimited to Iron Flag.

During March 2024, the Company issued 13,905,499 common shares for total proceeds of $2,835,045. The Company issued 1,679,124 common shares for total proceeds of $310,658 relating to the December Convertible Debentures which had a warrant strike price of CAD$0.25 per share. The Company also issued 12,226,375 common shares for total proceeds of $2,524,390 relating to the July Convertible Debentures which had a warrant strike price of CAD$0.28 per share.

During March 2024, the Company received total proceeds of $1,822,412 for the issuance of 9,364,750 common shares relating to warrant exercises for convertible debentures. Proceeds of $928,788 were received relating to the warrants for the December Convertible Debentures, $312,055 relating to the warrants for the July Convertible Debentures, and $581,569 relating to the warrants for the August Convertible Debentures for the issuance of 5,037,375, 1,511,125 and 2,816,250 common shares respectively. These shares were issued subsequent to the consolidated statement of financial position dated March 31, 2024.

Pg **20** of **41**

EQUITY FINANCING

On March 14 and March 20, 2024, the Company issued 15,000 common shares with an aggregate fair value of $1,665 and 1,500,000 common shares with an aggregate fair value of $166,519 respectively, as holders opted to convert their options.

TRENDS AND EXPECTED FLUCTUATIONS IN CAPITAL RESOURCES

We realized net cash flows provided by financing activities of approximately $4.6 million during the three months ended March 31, 2024, (Three months ended April 30, 2023 – net cash used of $0.7 million outflow), resulting from proceeds of $0.6 million from sale of units in subsidiary, proceeds of $4.7 million from exercise of warrants and proceeds of $0.2 million from exercise of stock options (Three months ended April 30, 2023 - $nil), less debt, debenture, and lease principal repayments of $0.9 million (Three months ended April 30, 2023 - $0.7 million).

Financing activities have been critical to our ability to continue operating, and significant portions of our financing have historically been raised from key management personnel. These individuals have not provided assurance that they will provide additional financing if the Company requires it but are able to raise such financing from third parties; this highlights the importance of management’s strategy of scaling operations. Our business strategy contemplates growing cash flows from operations, which may contribute to reinvestment and growth; however, further financing may be required or utilized based upon our future capital position and future business opportunities.

OFF-BALANCESHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

TRANSACTIONSWITH RELATED PARTIES

TRANSACTIONS WITH KEY MANAGEMENT AND DIRECTORS

During the three months ended March 31, 2024, the Company completed the following related party transactions:

Through its wholly owned subsidiary, GRU Properties, the Company leased a property located in Trail, Oregon (“Trail”) owned by the Company’s President and CEO (“CEO”). The lease was extended during the year ended October 31, 2021, with a term through December 31, 2025. Lease charges of $18,000 were incurred for the three months ended March 31, 2024, (Three months ended April 30, 2023 –$18,000). The lease liability balance for Trail at March 31, 2024, was $114,664 (December 31, 2023 - $129,401).

During the year ended October 31, 2021, the Company leased a property which is beneficially owned by the CEO and is located in Medford, Oregon (“Lars”) with a term through June 30, 2026. Lease charges for Lars of $49,173 (Three months ended April 30, 2023 - $47,741) were incurred for the three months ended March 31, 2024. The lease liability for Lars at March 31, 2024, was $406,890 (December 31, 2023 - $445,708).

Leases liabilities payable to the CEO were $521,554 in aggregate at March 31, 2024 (December 31, 2023 - $575,109).

Pg **21** of **41**

During the three months ended March 31, 2024, the Company incurred expenses of $25,000 (Three months ended April 30, 2023 - $25,000) for salary paid to the spouse of the CEO, who is employed as our Community Relations manager. At March 31, 2024, accounts and accrued liabilities payable to this individual were $1,923 (December 31, 2023 - $3,846).

Key management personnel consists of the President and CEO; the Senior Vice President (“SVP”); the former Chief Operating Officer (“COO”); General Manager (“GM”); and the Chief Financial Officer (“CFO”) of the Company. The compensation to key management is presented in the following table:

	Three months ended<br> March 31, 2024	Three months ended<br> April 30, 2023

Salaries and consulting fees
Stock option expense
Total

All values are in US Dollars.

*** SVP effective last day was December 31, 2023.

Compensation to board of directors during the three months ended March 31, 2024, was $4,500, (Three months ended April 30, 2023 – $4,500).

Accounts payable, accrued liabilities, and lease liabilities due to key management at March 31, 2024, totaled $1,405,630 (December 31, 2023 $1,230,808).

Pg **22** of **41**

DEBT BALANCES AND MOVEMENTS WITH KEY MANAGEMENT AND DIRECTORS

The following table sets out the movements and balances of debt with related parties during the three months ended March 31, 2024 and the two months ended December 31, 2023. Borrowings from related parties were executed at times because we could identify very limited other sources of financing. The borrowing from the COO was transacted to accelerate expansion of an indoor growing facility at a competitive rate of interest. The borrowings from other than the COO in the table below were transacted to accelerate construction and production in Michigan. The names of the related parties, by designation, are as follows: CEO – Obie Strickler; SVP – Adam August; Directors – Abhilash Patel; former COO – Thomas Fortner; and GM – David Pleitner.


****	****	****	****	****	****
Balance – October 31, 2023
Interest
Payments	)	)	)	)	)
Balance – December 31, 2023
Interest
Payments				)	)
Balance – March 31, 2024

All values are in US Dollars.

Pursuant to the loan and related agreements transacted during the year ended October 31, 2020, the CEO, SVP, and a director obtained 5.5%; 1%; and 2.5% of GR Michigan, respectively; third parties obtained 4% as part of the agreements, such that GR Michigan has a 13% non-controlling interest. These parties, except the CEO, obtained the same interests in Canopy; the CEO obtained 92.5% of Canopy Management, of which 87% was acquired by the Company during the year ended October 31, 2023; all payments necessary for the Company to exercise its option to acquire 87% of Canopy were equal to payments made by Canopy to purchase a controlling 60% interest of Golden Harvests. Interest payments of $16,200 were made on the business acquisition consideration payable of $360,000 for the three months ended March 31, 2024 ($10,400 for the two months ended December 31, 2023).

Pg **23** of **41**

OTHERSELECTED FINANCIAL INFORMATION

EBITDA AND ADJUSTED EBITDA (NON-IFRS MEASURES)

The Company’s “Adjusted EBITDA,” or “aEBITDA,” is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. Adjusted EBITDA is intended to provide a proxy for our operating cash flow before changes in non-cash working capital (“CNCWC”), which was $2,288,613 for the three months ended March 31, 2024 (for the three months ended April 30, 2023 - $2,109,874). The Company defines “EBITDA” as the Company’s net income or loss for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on derecognition of derivative liabilities, the effects of fair-value accounting for biological assets and inventory, as well as other non-cash items and items not representative of operational performance as reported in net income (loss). Adjusted EBITDA is defined as EBITDA adjusted for the impact of various significant or unusual transactions. The Company believes that this is a useful metric to evaluate its operating performance, as it allows analysts to compare us to our competitors and derive expectations of our future performance. Adjusted EBITDA increases comparability between comparative companies by adjusting for variability resulting from differences in capital structures, resource allocations and investments, the impact of fair value adjustments on biological assets and inventory and financial statements, which may be volatile and fluctuate significantly from period to period.

	Three months ended
	March 31		April 30
Adjusted EBITDA Reconciliation	2024 ()		2023 ()
Net income (loss), as reported		)
Add back realized fair value amounts included in inventory sold
Deduct unrealized fair value gain on growth of biological assets		)		)
Add back amortization of property and equipment included in cost of sales
		)
Add back interest and interest accretion expense, as reported
Add back amortization of property and equipment, as reported
Add back share-based compensation
Deduct unrealized gain/add back unrealized loss on derivative liability, as reported
Add back loss on disposal of property plant and equipment
Deduct unrealized gain on warrants asset, as reported		)
Add back income tax expense, as reported
EBITDA
Compliance costs^1^
Costs associated with acquisition of Golden Harvests^2^
New production location startup costs^3^
Adjusted EBITDA

All values are in US Dollars.

^1^	Costs for professional services pertaining to prior periods as a result of efforts to bring the Company’s disclosures current with the Commission. The Company’s required disclosures were brought current, and over-the-counter trading resumed in the United States.
^2^	Costs associated with the Company’s acquisition of the Michigan assets.
---	---
^3^	During the three months ended March 31, 2024, we incurred $77,314 in labor costs associated with the investment in New Jersey.
---	---

Pg **24** of **41**

Below we reconcile aEBITDA to cash flows from operations before changes in non-cash working capital, in order to present the efficiency with which aEBITDA is converted into cash flows.

	Two months ended		Year ended
	December 31		October 31
Reconciliation of aEBITDA to cash from operations before CNCWC	2023 ()		2023 ()
aEBITDA
Less: Interest expense		)		)
Less: Income tax expense		)		)
Less: non-cash gain on debt settlement
Add back: non-cash loss on asset disposal		)		)
Impact of foreign exchange and other		)
Impact of deferred income taxes		)
Less: adjustments to EBITDA to arrive at aEBITDA:
Compliance costs				)
Costs associated with acquisition of Golden Harvests		)		)
New production location startup costs		)
Cash flows from operations before CNCWC, as reported
Cash flows from operations before CNCWC as % of aEBITDA		%		%

All values are in US Dollars.

OUTSTANDINGSHARE DATA

As of the date of this MD&A, the Company had 208,500,743 common shares outstanding.

As of the date of this MD&A, the Company has the following warrants outstanding, exercisable into common shares:

Exercise price (CAD$)	Warrants outstanding	Life (years)	Expiry date
0.33	8,500,000	4.33	October 05, 2028

As of the date of this MD&A, the Company has the following stock options outstanding and exercisable into common shares:

			Expiry period
1,075,000	1,012,500	0.11	July 2024
200,000	200,000	0.47	November 2024
1,000,000	1,000,000	0.92	April 2025
1,150,000	1,150,000	0.99	May 2025
85,000	85,000	1.44	November 2025
300,000	300,000	1.89	April 2026
5,475,000	5,475,000	2.62	January 2027
400,000	-	3.29	September 2027
600,000	250,000	3.47	November 2027
10,285,000	9,472,500	2.01

All values are in US Dollars.

Pg **25** of **41**

As of the date of this MD&A, the Company has December Convertible Debentures outstanding with an aggregate principal balance of $300,000 and accrued interest of approximately $1,484. The debentures mature on December 2, 2025. Interest accrues at 9% per annum and is payable on the last business days of March, June, September, and December.

Shares issuable upon conversion of the December Convertible Debentures as of the date of this MD&A are presented in the table below.

Debenture principal	Accrued interest	USD/CAD<br> <br>exchange rate *	Exercise price<br> <br>(CAD$)	Shares issuable if converted
$300,000	$1,484	1.3648	0.20	2,047,200
*	Most recent exchange rate as published by the Bank of Canada.
---	---

As of the date of this MD&A, the Company also has July Convertible Debentures outstanding with an aggregate principal balance of $4,800,000 and accrued interest of approximately $71,209. The debentures mature on July 13, 2026. Interest accrues at 9% per annum and is payable on the last business days of March, June, September, and December.

Shares issuable upon conversion of the July Convertible Debentures as of the date of this MD&A are presented in the table below:

Debenture principal	Accrued interest	USD/CAD<br> <br>exchange rate *	Exercise price<br> <br>(CAD$)	Shares issuable if converted
$4,800,000	$71,209	1.3648	0.24	27,296,000
*	Most recent exchange rate as published by the Bank of Canada.
---	---

Additionally, as of the date of this MD&A, the Company has August Convertible Debentures outstanding with an aggregate principal balance of $1,000,000 and accrued interest of approximately $14,835. The debentures mature on August 17, 2027. Interest accrues at 9% per annum and is payable on the last business days of March, June, September, and December.

Shares issuable upon conversion of the August Convertible Debentures as of the date of this MD&A are presented in the table below:

Debenture principal	Accrued interest	USD/CAD<br> <br>exchange rate *	Exercise price<br> <br>(CAD$)	Shares issuable if converted
$1,000,000	$14,835	1.3648	0.24	5,686,667
*	Most recent exchange rate as published by the Bank of Canada.
---	---

CRITICALACCOUNTING JUDGMENTS AND ESTIMATION UNCERTAINTIES

The preparation of the consolidated financial statements in conformity with IFRS requires that the Company’s management make critical judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The most significant judgments include those related to the ability of the Company to continue as a going concern, the determination of when property and equipment are available for use, and impairment of its financial and non-financial assets. The most significant estimates and assumptions include those related to the valuation of biological assets, the collectability of accounts receivable, the useful lives of property and equipment, inputs used in accounting the determination of the discount rate used to estimate the fair value of the liability component of convertible debt instruments, the discount rates used to calculate present values of lease liabilities, the inputs used in the estimate of the fair value of equity based compensation, and the inputs used in the estimate of the fair value of equity instruments.

Pg **26** of **41**

NEWLYADOPTED ACCOUNTING PRONOUNCEMENTS

Amendments to IAS 1 Presentation of Financial Statements

FINANCIALINSTRUMENTS AND OTHER RISK FACTORS

MARKET RISK

Interest Rate Risk

At March 31, 2024, and December 31, 2023, the Company’s exposure to interest rate risk relates to long term debt, convertible promissory notes, and finance lease obligations, but its interest rate risk is limited as the aforementioned financial instruments are fixed interest rate instruments.

Currency Risk

Other Price Risk

CREDIT RISK

Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation.

Pg **27** of **41**

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2024, and December 31, 2023, the Company had $8,703,084 and $6,054,579 in excess of the FDIC insured limit, respectively.

The carrying amount of cash and trade accounts receivable represents the Company’s maximum exposure to credit risk; the balances of these accounts are summarized in the following table:

	March 31, 2024	December 31, 2023
****
Cash
Accounts Receivable
Notes Receivable
Total

All values are in US Dollars.

The allowance for doubtful accounts at March 31, 2024, was $463,390 (December 31, 2023 - $373,393).

LIQUIDITY RISK

Liquidity risk represents the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At March 31, 2024, and December 31, 2023, the Company’s working capital accounts were as follows:


****	****	****
Cash
Current assets excluding cash
Total current assets
Current liabilities	)	)
Working capital

All values are in US Dollars.

The Company Faces Risks Inherent in an Agricultural Business.

Cannabis is an agricultural product. There are risks inherent in the agricultural business, such as insects, plant diseases, forest fire and similar agricultural risks. Although some of the Company’s cannabis flower is grown indoors under climate- controlled conditions, with conditions monitored, there can be no assurance that natural elements will not have a material adverse effect on the production of the Company’s products.

Pg **28** of **41**

FAIR VALUES

A number of the Company’s accounting policies and disclosures require the measurement of fair valued for both financial and nonfinancial assets and liabilities. The Company has an established framework, which includes team members who have overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible.

The Company regularly assesses significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of the financial instruments at March 31, 2024, are summarized in the following table:

	Level in fair<br><br> <br>value hierarchy	Amortized Cost	FVTPL
****	****
Financial Assets
Cash	Level 1
Accounts receivable	Level 2
Warrants asset	Level 2
Financial Liabilities
Accounts payable and accrued liabilities	Level 2
Debt	Level 2
Convertible debentures	Level 2
Business acquisition consideration payable	Level 2
Derivative liability	Level 2

All values are in US Dollars.

During the three months ended March 31, 2024, there were no transfers of amounts between levels.

The carrying values of the financial instruments at December 31, 2023, are summarized in the following table:

Pg **29** of **41**

	Level in fair value hierarchy	Amortized Cost	FVTPL
****	****
Financial Assets
Cash	Level 1
Accounts receivable	Level 2
Warrants asset	Level 2
Financial Liabilities
Accounts payable and accrued liabilities	Level 2
Debt	Level 2
Convertible debentures	Level 2
Business acquisition consideration payable	Level 2
Derivative liabilities	Level 2

All values are in US Dollars.

During the two months ended December 31, 2023, there were no transfers of amounts between levels.

See additional risk factors relating to the Company as described in section 17 of the Company’s Listing Statement dated November 15, 2018 which can be found under the Company’s profile on www.sedarplus.ca.

SUBSEQUENTEVENTS

WARRANTS ACCELERATION

CANOPY BUYOUT

Pg **30** of **41**

REGULATORYDISCLOSURE

Cannabis is classified as a Schedule I narcotic under the United States Controlled Substances Act (the “CSA” or “Federal CSA”), making it federally illegal in the United States. A Schedule I narcotic under the CSA is deemed to have a high potential for abuse, no accepted medical use, and a lack of accepted safety for the use of the drug under medical supervision. The United States Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication.

Despite federal illegality, over the past decade 38 states have legalized cannabis for medical use within their borders, 24 states, two territories, and the District of Columbia have enacted measures to regulate cannabis for recreational use, and nine states have approved measures to allow for “low THC” medical use programs. As such, cannabis is largely regulated at the state level in the United States. Notwithstanding the permissive regulatory environment of cannabis at the state level, pursuant to the Supremacy Clause of the United States Constitution, United States federal laws are paramount and in case of conflict between federal and state law in the United States, the federal law shall apply. As a result of the conflict between state and federal law regarding cannabis, investments in cannabis businesses in the United States are subject to inconsistent legislation and regulation.

There has, however, been activity with respect to cannabis from the administrative branch. In 2013, then United States Department of Justice Deputy Attorney General James M. Cole issued a memorandum (the “Cole Memorandum”) for all United States Attorneys providing updated guidance to federal prosecutors concerning marijuana enforcement under the CSA. The Cole Memorandum applied to all Department of Justice federal enforcement activity, including civil enforcement, criminal investigations, and prosecutions concerning marijuana in all states. However, the Cole Memorandum was rescinded by Attorney General Jeff Sessions on January 4, 2018. Notably, the Biden administration has tacitly reverted to the guidance provided in the Cole Memorandum. Although current Attorney General Merrick Garland has not officially reinstated the Cole Memorandum, he advised in written testimony in early 2021 that he did not “think it the best use of the Department’s limited resources to pursue prosecutions of those who are complying with the laws in states that have legalized and are effectively regulating marijuana.” The Department of the Treasury adopted recommendations based on the standards set forth in the Cole Memorandum in its guidance (the “FinCen Guidance”) provided in 2014. Despite the repeal of the Cole Memorandum, the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) has confirmed that the FinCEN Guidance remains in effect and the Department of Treasury indicated it will remain in place.

Pg **31** of **41**

There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned. Unless and until the United States amends the CSA with respect to marijuana, there is a risk that federal authorities may enforce current federal law. If the federal government begins to enforce federal law, or if existing applicable state laws are repealed or curtailed, Grown Rogue’s business, results of operations, financial condition, and prospects would be materially adversely affected. There thus remains a risk that federal authorities may enforce current federal law against companies such as Grown Rogue for violation of federal law or they may seek to bring an action or actions against Grown Rogue and/or its investors for violation of federal law or otherwise, including, but not limited to, a claim against investors for aiding and abetting another’s criminal activities.

In light of the uncertainty surrounding the treatment of United States cannabis-related activities, including the rescission of the Cole Memorandum, the Canadian Securities Administrators published a Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”) on February 8, 2018 setting out certain disclosure expectations for issuers with United States cannabis-related activities. Staff Notice 51-352 includes additional disclosure expectations that apply to all issuers with United States cannabis-related activities, including those with direct and indirect involvement in the cultivation and distribution of cannabis, as well as issuers that provide goods and services to third parties involved in the United States cannabis industry.

In accordance with the Staff Notice 51-352*,* below is a table of concordance that is intended to assist readers in identifying the disclosure expectations outlined in Staff Notice 51-352.

In accordance with Staff Notice 51-352, this section provides a discussion of the federal and state-level U.S. regulatory regimes in the jurisdictions where Grown Rogue is currently directly involved through its subsidiaries or is planning to be directly involved in the future. Certain Grown Rogue subsidiaries are directly engaged in the cultivation, manufacture, possession, sale, or distribution of cannabis in the recreational cannabis marketplace in the State of Oregon and in the medical and recreational marketplaces in the State of Michigan. Pending regulatory approval, certain Grown Rogue subsidiaries expect to be directly engaged in the cultivation, manufacture, possession, sale, or distribution of cannabis in the recreational cannabis marketplace in New Jersey and Illinois. In accordance with Staff Notice 51-352, Grown Rogue will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and the same will be supplemented and amended to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws, or regulations regarding marijuana regulation. Any non-compliance, citations or notices of violation which may have an impact on Grown Rogue’s licenses, business activities, or operations will be promptly disclosed by Grown Rogue.

Pg **32** of **41**

All Issuers with US Marijuana-Related Activities	Response
Describe the nature of the issuer’s involvement in the U.S. marijuana industry and include the disclosures indicates for at least one of the direct, indirect and ancillary industry involvement types.	See above under “Description of Business”.<br><br> <br><br><br> <br>See below under “U.S. Regulatory Matters”
Prominently state that marijuana is illegal under US federal law and that enforcement of relevant laws is a significant risk	See above
Discuss any statements and other available guidance made by federal authorities or prosecutors regarding the risk of enforcement action in any jurisdiction where the issuer conducts<br><br> <br>U.S. marijuana-related activities.	See below under “U.S. Regulatory Matters”<br><br> <br><br><br> <br>See the following risk factors included in the Company’s Listing Statement available on www.sedarplus.ca:<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law<br><br> <br><br><br> <br>Section 17 – Risk Factors – Because marijuana is illegal under federal law, investing in cannabis business could be found to violate the Federal CSA
Outline related risks including, among others, the risk that third party service providers could suspend or withdraw services and the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S.	See the following risk factors included in the Company’s Listing Statement available on www.sedarplus.ca:<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law<br><br> <br><br><br> <br>Section 17 – Risk Factors – Because marijuana is illegal under federal law, investing in cannabis business could be found to violate the Federal CSA<br><br> <br><br><br> <br>Section 17 – Risk Factors – Risks Relating to Other Laws and Regulations<br><br> <br><br><br> <br>Section 17 – Risk Factors – Current and Future Consumer Protection Regulatory Requirements<br><br> <br><br><br> <br>Section 17 – Risk Factors – Operational Risks<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue will not be able to deduct many normal business expenses<br><br> <br><br><br> <br>Section 17 – Risk Factors – External Factors<br><br> <br><br><br> <br>Section 17 – Risk Factors – Failure to Protect Intellectual Property<br><br> <br><br><br> <br>Section 17 – Risk Factors – Agricultural Operations<br><br> <br><br><br> <br>Section 17 – Risk Factors – Liability, Enforcement Complaints etc.<br><br> <br><br><br> <br>Section 17 – Risk<br> Factors – Grown Rogue’s business is highly regulated and it may not be issued necessary licenses, permits, and cards<br><br> <br><br><br> <br>Section 17 – Risk Factors – Licenses<br><br> <br><br><br> <br>Section 17 – Risk Factors – Local Laws and Ordinances

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All Issuers with US Marijuana-Related Activities	Response
	Section 17 – Risk Factors – Third party service providers to Grown Rogue may withdraw or suspend their service<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue may not be able to obtain or maintain a bank account<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue’s contracts may be unenforceable and property may be subject to seizure<br><br> <br><br><br> <br>Section 17 – Risk Factors – The protections of US bankruptcy law may be unavailable<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue may have a difficult time obtaining insurance which may expose Grown Rogue to additional risk and financial liabilities<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue’s websites are accessible in jurisdictions where medicinal or recreational use of marijuana is not permitted and, as a result Grown Rogue may be found to be violating the laws of those jurisdictions<br><br> <br><br><br> <br>Section 17 – Risk Factors – The marijuana industry faces significant opposition in the United States
Given the illegality of marijuana under US federal law, discuss the issuer’s ability to access both public and private capital and indicate what financing options are/are not available in order to support continuing operations.	See above under “Description of Business”.<br><br> <br><br><br> <br>See the following risk factor included in the Company’s Listing Statement available on www.sedarplus.ca:<br><br> <br><br><br> <br>Section 17 –<br>Risk Factors – Grown Rogue may not be able to obtain or maintain a bank account
Quantify the issuer’s balance sheet and operating statement exposure to U.S. marijuana-related activities.	100% of Grown Rogue’s balance sheet and operating statements are exposed to U.S. marijuana-related activities.
Disclose if legal advice has not been obtained, either in the form of a legal opinion or otherwise, regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law.	Grown Rogue has received legal advice from multiple attorneys regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law.
Federal CSA Requirement – US Marijuana Issuers with direct involvement in cultivation or distribution	Response
Outline the regulations for U.S. states in which the issuer operates and confirm how the issuer complies with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.	See below under “U.S. Regulatory Matters”

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Federal CSA Requirement – US Marijuana Issuers with direct involvement in cultivation or distribution	Response
Discuss the issuer’s program for monitoring compliance with U.S. state law on an ongoing basis, outline internal compliance procedures and provide a positive statement indicating that the issuer is in compliance with U.S. state law and the related licensing framework. Promptly disclose any non-compliance, citations or notices of violation which may have an impact on the issuer’s license, business activities or operations.	See below under “U.S. Regulatory Matters”<br><br> <br><br><br> <br>See the following risk factors included in the Company’s Listing Statement available on www.sedarplus.ca:<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law<br><br> <br><br><br> <br>Section 17 – Risk Factors – Risks Relating to Other Laws and Regulations<br><br> <br><br><br> <br>Section 17 – Risk Factors – Grown Rogue’s business is highly regulated and it may not be issued necessary licenses, permits, and cards<br><br> <br><br><br> <br>Section 17 – Risk Factors – Licenses<br><br> <br><br><br> <br>Section 17 – Risk Factors – Liability, Enforcement Complaints etc.
U.S. Marijuana Issuers with indirect involvement in cultivation or distribution	Response
Outline the regulations for U.S. states in which the issuer’s investee(s) operate.	N/A
Provide reasonable assurance, through either positive or negative statements, that the investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. Promptly disclose any non-compliance, citations or notices of violation, of which the issuer is aware, that may have an impact on the investee’s licence, business activities or operations.	N/A
U.S. Marijuana Issuers with material ancillary involvement	Response
Provide reasonable assurance, through either positive or negative statements, that the applicable customer’s or investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable<br><br> <br>U.S. state.	N/A

U.S. REGULATORY MATTERS

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Grown Rogue incorporates its discussion above in the “Regulatory Disclosure” section regarding the status of cannabis in the United States and the interplay between federal and state laws. As discussed therein, active enforcement of the current federal law on cannabis may directly and adversely affect revenues and profits of Grown Rogue. The risk of strict enforcement of the Federal CSA remains uncertain.

U.S. FEDERAL LAWS APPLICABLE TO BANKING

Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a crime under the CSA, most U.S. banks and other financial institutions are unwilling to provide banking services to marijuana-related businesses due to concerns about criminal liability under the CSA as well as concerns related to federal money laundering rules under the U.S. Bank Secrecy Act. Canadian banks are also hesitant to work with cannabis companies, due to the uncertain legal and regulatory framework of the industry. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to cannabis businesses.

Under U.S. federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan, or any other service could be found guilty of money laundering or conspiracy. In both Canada and the United States transactions by cannabis businesses involving banks and other financial institutions are both difficult and unpredictable under the current legal and regulatory landscape. Though guidelines issued in past years allow financial institutions to provide bank accounts to certain cannabis businesses, relatively few U.S. banks have taken advantage of those guidelines and many U. S. cannabis businesses still operate on an all-cash basis.

OREGON STATE REGULATION

The Oregon Medical Marijuana Program (“OMMP”) is a state registry program within the Public Health Division, Oregon Health Authority (“OHA”). The role of the OHA is to administer the Oregon Medical Marijuana Act. The OMMP allows individuals with a medical history of one or more qualifying illnesses and a doctor’s written statement to apply for registration with the OMMP. Qualified applicants are issued a registry identification card that entitles them to legally possess and cultivate cannabis, subject to certain limitations.

On November 4, 2014, Oregon voters passed Measure 91, known as the Control, Regulation, and Taxation of Marijuana and Industrial Hemp Act (the “Act”), effectively ending the state’s prohibition of recreational marijuana and legalizing the possession, use, and cultivation of marijuana within legal limits by adults 21 years and older. The Act did not amend or affect the Oregon Medical Marijuana Act and the OMMP. The Act empowered the Oregon Liquor Control Commission (“OLCC”) with regulating sales of recreational marijuana in Oregon. It is possible that the voters could potentially repeal the law that permits both the medical and recreational marijuana industry to operate under state law.

Under current Oregon law, possession, and home cultivation by adults at least 21 years old is allowed within legal limits. Public sales of marijuana and marijuana products may be done only through OLCC-licensed retailers. Medical marijuana patients and adults at least 21 years of age may purchase marijuana and marijuana products at OLCC-licensed retailers. Medical marijuana patients are not charged sales tax for their purchases when they present their registry identification card. OLCC-licensed retailers (and their associated applicants and licensees) are required to obtain a certificate of tax compliance to show compliance with Oregon tax laws at the time of license issuance and at each annual license renewal. The OLCC has the authority to require all OLCC license types to demonstrate compliance with Oregon tax laws, but it has not yet done so.

The OLCC issues five basic types of recreational marijuana licenses: (a) producer, (b) processor, (c) wholesaler, (d) retailer, and (e) testing laboratory. Each license type must be renewed annually and in a timely manner (i.e., on or before the license expiration date). Oregon currently has a moratorium on the issuance of new OLCC licenses (with the exception of testing laboratories). This moratorium sunsets on December 31, 2024 and will be replaced with a per capita limit on the

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issuance of new OLCC licenses. Under the new license limit, the OLCC may not accept new applications for: (a) producer or retail licenses unless there is not more than one active license per 7,500 residents in the state who are 21 years of age or older; and (b) processor and wholesale licenses unless there is not more than one active license per 12,500 residents in the state who are 21 years of age or older. Applications for renewals, changes of location, changes of ownership, or changes in the size of a mature canopy are exempt from both the moratorium and the license limit. The OLCC may disqualify applicants for a number of reasons, including for lacking a good moral character, for lacking sufficient financial resources or responsibility, for relevant past convictions, and for using marijuana, alcohol, or drugs “to excess.”

Grown Rogue has a comprehensive compliance program, which tracks all aspects of operations through the METRC program (an online software tool mandated by the State of Oregon that tracks seed to retail purchases), as well as compliance with all state and federal employment and other safety regulations.

Grown Rogue is periodically advised by various outside attorneys about the requirements for compliance with Oregon law.

Grown Rogue is in compliance with Oregon state law and its related licensing framework.

MICHIGAN STATE REGULATION

In November 2008, Michigan residents approved the Michigan Medical Marihuana Act (the “MMMA”) to provide a legal framework for a safe and effective medical marijuana program. In September 2016, the Michigan Senate passed the Medical Marihuana Facilities Licensing Act (the “MMFLA”) and the Marihuana Tracking Act (the “MTA”). On November 6, 2018, Michigan voters approved the Michigan Regulation and Taxation of Marihuana Act, which makes marijuana legal under state and local law for adults 21 years of age or older and controls the commercial production and distribution of marijuana under a system that licenses, regulates, and taxes the businesses involved.

The Michigan Department of Licensing and Regulatory Affairs (“LARA”) is the main regulatory authority for the licensing of marijuana businesses, and it currently administrates five types of “state operating licenses” for marijuana businesses: (a) a “grower” license, (b) a “processor” license, (c) a “secure transporter” license, (d) a “provisioning center” license and (e) a “safety compliance facility” license. There are no stated limits on the number of licenses that can be made available on a state level; however, LARA has discretion over the approval of applications and municipalities can pass additional restrictions including zoning and licensing requirements.

Grown Rogue has a comprehensive compliance program, which tracks all aspects of operations through the METRC program (an online software tool mandated through the State of Michigan that tracks seed to retail purchases), as well as compliance with all state and federal employment and other safety regulations.

Grown Rogue is periodically advised by various outside attorneys about the requirements for compliance with Michigan law. Grown Rogue is in compliance with Michigan state law and its related licensing framework.

MICHIGAN LICENSE CLASSES AND MUNICIPAL AUTHORITY

State operating licenses for marijuana businesses have a 1 year term and are annually renewable if certain conditions are met: (a) the renewal application is submitted prior to the date the license expires, or within sixty (60) days of expiration if all other conditions are met and a late fee is paid, (b) the licensee pays the regulatory assessment fee set by LARA and (c) the licensee continues to meet the requirements to be a licensee under the Michigan Cannabis Regulations.

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Each renewal application is reviewed by LARA, and provided that the requisite renewal fees are paid, the renewal application is timely submitted prior to the expiration date, and there are no material violations noted against the applicable licenses, a licensee would expect to receive the applicable renewed license in the ordinary course of business.

There are no stated limits on the number of licenses that can be made available on a state level; however, regulatory authorities have discretion over the approval of applications and municipalities can pass additional restrictions.

Licensees are heavily regulated with on-going requirements related to operations, security, storage, transportation, inventorying, personnel, and more. As in other states where cannabis is legal, Michigan regulators can deny or revoke licenses and renewals for multiple reasons. Additionally, license holders must ensure that no cannabis is sold, delivered, or distributed by a producer from or to a location outside of Michigan.

Pursuant to the requirements of the MTA, LARA utilizes METRC as the state’s third-party solution for marijuana and marijuana product tracking. METRC is Michigan’s statewide seed-to-sale marijuana tracking system that uses serialized tags attached to every plant — and labels attached to wholesale packages — to track marijuana inventory. METRC allows us to track our inventory, permissible sales and seed-to-sale information. METRC also gives regulators access to our product supply chain from seed-to-sale.

NEW JERSEY STATE REGULATION

New Jersey enacted the Compassionate Use Medical Marijuana Act (“CUMMA”) on January 18, 2010. CUMMA allows patients with qualifying medical conditions to access cannabis through a program regulated by the New Jersey Department of Health (“NJDOH”), which authorized six alternative treatment centers (“ATCs”) to operate as vertically integrated cultivators and dispensaries. In 2019, the NJDOH held a “Request for Application” process for 24 additional ATCs, with some ATCs limited to cultivation, some limited to retail dispensaries, and some vertically integrated.

Following voter approval of an adult-use cannabis ballot measure amending the New Jersey Constitution to permit the use of cannabis for adults 21 years of age and older, on February 22, 2021, New Jersey enacted the Cannabis Regulatory, Enforcement Assistance, and Marketplace Modernization Act (“CREAMMA”), which legalized the adult use of marijuana and established the New Jersey Cannabis Regulatory Commission (“CRC”) as the regulatory body for both the medical and recreational cannabis within the state.

Under CREAMMA, ATCs can apply to serve the recreational cannabis market as “Expanded ATCs.” In addition, New Jersey established six (6) new classes of licenses for recreational use: Class 1 Cannabis Cultivator, authorized to grow recreational cannabis; Class 2 Cannabis Manufacturer, permitted to manufacture cannabis products; Class 3 Cannabis Wholesaler, licensed to store, sell, and transfer cannabis items among cultivators, wholesalers, and retailers; Class 4 Cannabis Distributor, authorized to transport cannabis items in bulk within the state; Class 5 Cannabis Retailer, allowed to purchase cannabis from licensed sources and sell to consumers in retail settings; and Class 6 Cannabis Delivery, tasked with transporting purchases from retailers to consumers. Additionally, New Jersey offers microbusiness licenses targeting smaller, local enterprises. These licenses are restricted to operations with no more than 10 employees, with at least 51% of them required to reside in the local or neighboring municipalities. Notably, there are no statutory caps on the number of licenses the CRC may issue. However, the CRC has discretion over the approval of applications and municipalities can pass additional restrictions including zoning and licensing requirements.

Recreational cannabis businesses in New Jersey are permitted to integrate vertically by holding licenses across several classes—cultivator, manufacturer, retailer, and delivery service, or as both a wholesaler and a distributor. However, businesses are restricted to holding only one license per class.

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As part of the adult use licensing process, applicants are permitted to apply for “conditional” or “annual” licenses. Conditional licenses serve as an entry point for industry newcomers, providing them up to 120 days (with a potential 45- day extension) to site their proposed operations. To qualify for a conditional license, applicants must meet specific residency and financial requirements. Successful conditional license holders may transition to annual licenses, which transition is required for the business to be approved by the CRC to begin operations. Additionally, the CRC implemented a program that prioritizes review of applications from Diversely Owned, Social Equity, and Impact Zone qualifying applicants. Microbusinesses are also prioritized, with opportunities for expansion.

Recently, the CRC approved new regulations for cannabis consumption lounges, which are set to be implemented following approvals from the New Jersey Office of Administrative Law and local municipalities. These lounges, required to be attached to existing dispensaries and prohibited from selling food or alcohol, aim to offer a secure, regulated environment for medical and recreational cannabis users to consume their own products.

To safeguard fair business practices and maintain competitive market conditions, New Jersey imposes specific prohibitions on Financial Source Agreements (FSA) and Management Services Agreements (MSA).

The CRCA utilizes METRC as the state’s third-party solution for marijuana and marijuana product tracking from seed to sale.

ILLINOIS STATE REGULATIONS

In August 2013, Illinois became the 20^th^state to authorize a program for the cultivation and dispensing of cannabis for medical purposes for qualified medical patients—the Compassionate Use of Medical Cannabis Program. In June 2019, Illinois passed the Cannabis Regulation and Tax Act (“CRTA”), which legalized cannabis for recreational use and created one of the largest adult use markets in the country. The law went into effect on June 25, 2019, and adult use sales of cannabis began in the state on January 1, 2020. Under the CRTA, existing medical cannabis license holders were allowed to apply for Early Approval Adult Use Dispensing Organization (“EAAUDO”) licenses to be able to sell adult use product at existing medical cannabis dispensaries. Existing medical operators also received the privilege of opening a secondary adult use only retail dispensary for every medical cannabis dispensary location already existing in the operator’s portfolio. All EAAUDO license holders were also required to commit to Illinois’s groundbreaking Social Equity program either through a financial contribution, grant agreement, donation, incubation program, or sponsorship program.

The CRTA also authorized the issuance of an additional 75 Adult Use Dispensing Organization (“AUDO”) licenses, 40 craft grower licenses as well as infuser and transporter licenses in 2020. Generally speaking, these licenses were to be awarded via a competitive application process. The CRTA provided a significant advantage to applicants that qualified as a “Social Equity Applicant” under the CRTA. In addition, the CRTA authorized issuance up to 110 additional AUDO licenses and 60 craft grower licenses by December 21, 2021. However, due the COVID-19 pandemic, litigation relating to the application process, and the passage of H.B. 1443, which amended the CRTA, the issuance of new cannabis licenses in Illinois was delayed until July 2021. By June 2022, the Illinois Department of Agriculture (“IDOA”) has issued approximately 87 craft grower licenses in several tranches, along with infuser and transporter licenses. Note that those applicants who did not win a craft grow license have since sued IDOA alleging a host of issues and arguments relating to the application and scoring process. All such cases were consolidated for administrative purposes and are still pending (In re Cannabis Craft Grow Litigation, Case No.: 22 CH 06071).

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On September 3, 2021, the Illinois Department of Financial and Professional Regulation (“IDFPR”) announced that 185 Conditional AUDO licenses have been awarded through three license lotteries that took place on July 29, 2021, August 5, 2021, and August 19, 2021 respectively. These Conditional AUDO licenses were ultimately issued to the respective winners in July 2022. The CRTA was subsequently amended in the Spring of 2023 and Conditional AUDO license holders are now required to site and operationalize their dispensaries within 720 days of license receipt.

The state of Illinois currently uses BioTrackTHC as its computerized track-and-trace system for seed-to-sale reporting. However, Illinois announced that it will be switching to Metrc as the state’s track-and-trace system and that switch is expected to be implemented in or around the beginning of 2024. Individual licensees, whether directly or through third-party integration systems, are required to push data to the state to meet all reporting requirements.

Illinois allows for five types of cannabis businesses within the state: (1) cultivation centers; (2) craft growers; (3) infusers; and (4) transporters, which are regulated by the IDOA. Fifth are dispensaries, which are regulated by the IDFPR. Vertical integration is permissible through the acquisition of the various license types, but there are restrictions on certain license ownership. Pursuant to the CRTA, an individual may not be a “Principal Officer” in: (1) more than 10 adult use dispensaries, (2) more than three craft growers, and (3) a craft grower and cultivation center simultaneously. Principal Officer includes a cannabis business establishment applicant or licensed cannabis business establishment’s board member, owner with more than 1% interest of the total cannabis business establishment or more than 5% interest of the total cannabis business establishment of a publicly traded company, president, vice president, secretary, treasurer, partner, officer, member, manager member, or person with a profit sharing, financial interest, or revenue sharing arrangement.

All cultivation, infusing, and transporter establishments must register with the IDOA. All dispensaries must register with the IDFPR. If applications contain all required information, establishments are issued a marijuana establishment registration certificate. Registration certificates are valid for a period of one year and are subject to annual renewals after required fees are paid and the business remains in good standing. Pursuant to Illinois law, registration renewal applications must be received 45 days prior to expiration and may be denied if the license has a history of non- compliance and penalties.

The cultivation and craft grower licenses permit a licensee to acquire, possess, cultivate, manufacture and process cannabis into edible products and cannabis-infused products. Cultivators and craft growers can transfer, have tested, supply or sell cannabis and cannabis products and related supplies to licensed dispensaries, craft growers, and infusers. Craft growers can cultivate a flowering stage canopy of up to 14,000 sq. ft. Infusing licenses permit a licensee to acquire and possess distillate from a licensed cultivator or craft grower and to manufacture edible and cannabis-infused products. Infusers can transfer, have tested, supply or sell cannabis and cannabis products to dispensaries. The transporter license permits a licensee to transport cannabis and cannabis products to and from licensed entities.

The retail dispensary license permits us to purchase cannabis and manufactured cannabis products from licensed cultivation centers, craft growers, and infusing organizations and to sell such products to adult consumers (21 years old or older).

There are significant risks associated with the business of the Company, as described above and in Section 17 – Risk Factors of the Company’s Listing Statement as filed on www.sedarplus.ca. Readers are strongly encouraged to carefully read all of the risk factors contained in Section 17 – Risk Factors of the Company’s Listing Statement.

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INTERNALCONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS

Management, including the President and CEO and the CFO, is responsible for designing, establishing, and maintaining a system of ICFR to provide reasonable assurance that all information prepared by the Company for external purposes is reliable and timely. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with IFRS.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately reflect the transactions of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. Due to its inherent limitations, internal control over financial reporting and disclosure may not prevent or detect all misstatements.

The CEO and CFO have evaluated whether there were changes to the ICFR during the three months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the ICFR. As a result, no such significant changes were identified through their evaluation.

There have been no material changes in the Company’s internal control over financial reporting during the three months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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Exhibit12

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Ryan Kee, Chief Financial Officer and Corporate Secretary of Grown Rogue International Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A<br>(together, the “interim filings”) of Grown Rogue International Inc. (the “issuer”) for the interim period<br>ended March 31, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable<br>diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be<br>stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to<br>the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable<br>diligence, the interim financial report together with the other financial information included in the interim filings fairly present in<br>all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods<br>presented in the interim filings.
---	---

Date: May 29, 2024.

(signed) “Ryan Kee”
Name:	Ryan Kee
Title:	Chief Financial Officer and Corporate Secretary
NOTE TO READER
---	---	---
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
	i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit13

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, J. Obie Strickler, President and Chief Executive Officer of Grown Rogue International Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A<br>(together, the “interim filings”) of Grown Rogue International Inc. (the “issuer”) for the interim period<br>ended March 31, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable<br>diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be<br>stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to<br>the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable<br>diligence, the interim financial report together with the other financial information included in the interim filings fairly present in<br>all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods<br>presented in the interim filings.
---	---

Date: May 29, 2024.

(signed) “Obie Strickler”
Name:	J. Obie Strickler
Title:	President and Chief Executive Officer
NOTE TO READER
---	---	---
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
	i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 14

Grown Rogue Reports First Quarter 2024 Results

●	Record quarterly revenue of $6.7M compared to $6.0M in thethree months ended April 30, 2023, an increase of 11%
●	Operating Cash Flow (OCF), before changes in working capital(WC), of $1.8M compared to $1.7M in the three months ended April 30, 2023, a slight increase of 1%
---	---
●	Free Cash Flow^1^ (FCF) of ($1.9M), which includes $2.9M in cash advances to the New Jersey partners
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●	Announced management team update to lead the Company on its next phase of growth
---	---
●	Construction in New Jersey is substantially on time and onbudget with sales expected in H2 2024
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●	Announced expansion into the Illinois market, with sales expected in H2 2025
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Medford, Oregon, May 30, 2024 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis born from the amazing terroir of Oregon’s Rogue Valley, is pleased to report its first quarter 2024 results for the three months ended March 31, 2024. The comparison period for 2023 is the three months ended April 30, 2023, due to the recent fiscal year end change from October 31 to December 31. All financial information is provided in U.S. dollars unless otherwise indicated.

First Quarter 2024 Financial Summary ($USD Millions)

First Quarter 2024 Summary	2024		****		****
Revenue		6.7		6.0		+11%
aEBITDA		2.4		2.1		+16%
aEBITDA %		36.9	%	35.1	%	+180 bps
OCF (Before Changes in WC)		1.8		1.7		+1%
OCF %		26.5	%	29.1	%	-260 bps
*	2023 data is February-April due to the fiscal year end change
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Management Commentary

“This was another exciting quarter with record revenue and aEBITDA despite the year ago comparison period including April instead of January; April is seasonally a stronger month for the industry. In addition, we achieved record indoor revenue in Michigan and Oregon during the quarter and are thrilled that an increasing number of customers in competitive markets are choosing our products which means we are continuing to bring them value,” said Obie Strickler, CEO of Grown Rogue.

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“We completed a management enhancement in January, that bolstered our team across cultivation, post-harvest, finance, and accounting; to prepare for the significant growth that is in front of us. This included both internal and external talent and I’m particularly pleased with our ability to develop our internal team to take on greater responsibility and provide the foundation for new external talent to immediately contribute to our success. Thus far, we are thrilled with the performance of our entire team as we support our entry into new markets.

Our primary growth drivers in 2024 and 2025 continue to be our expansion efforts in New Jersey and Illinois. The construction of New Jersey Phase I is substantially on time and on budget and we continue to expect sales to New Jerseyans in the back half of this year. Grown Rogue recently obtained initial state licensing approval in New Jersey and will share additional information on that shortly. Illinois design and engineering is underway, and we are targeting sales starting in the second half of 2025,” continued Mr. Strickler.

“The recent early warrant exercise shows the commitment and alignment of our shareholders to our strategy and has capitalized the Company to execute on the current growth initiatives in New Jersey and Illinois. Our plan for expansion projects remains one to two new markets per year as we roll out our national expansion strategy. We strongly believe that high quality, low cost cannabis cultivation, that delights our customers, is a protectable moat that sets us up for continued growth in new markets.

I want to personally thank all of our customers, the entire Grown Rogue team, and our shareholders each doing their part to help Grown Rogue achieve our goal of becoming the first nationally recognized craft cannabis company in the U.S.”

Oregon Market Highlights ($USD Millions)

Oregon	2024
Revenue		3.1		2.9		+5%
aEBITDA		1.2		1.1		+9%
aEBITDA Margin %		38.2	%	36.9	%	+130 bps
*	2023 data is February-April
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Michigan Market Highlights ($USD Millions)

Michigan	2024		****		****
Revenue		3.2		2.8		+14%
aEBITDA		1.4		1.3		+8%
aEBITDA Margin %		43.4	%	45.8	%	-240 bps
*	2023 data is February-April
---	---

Michigan operations are through Golden Harvests, LLC.

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Financial Statements and aEBITDA reconciliation

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

ASSETS
Current assets
Cash and cash equivalents
Accounts receivable (Note 18)
Biological assets (Note 3)
Inventory (Note 4)
Prepaid expenses and other assets
Notes receivable
Total current assets
Property and equipment (Note 8)
Notes receivable (Notes 6.2.1, 6.2.2 and 6.2.3)
Warrants asset (Note 13.2)
Intangible assets and goodwill (Note 9)
Deferred tax asset (Note 20)
TOTAL ASSETS
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities
Current portion of lease liabilities (Note 7)
Current portion of long-term debt (Note 10)
Business acquisition consideration payable (Note 5)
Derivative liability (Notes 11.1 and 11.2)
Income tax payable
Convertible debentures (Notes 11.1 and 11.2)
Total current liabilities
Lease liabilities (Note 7)
Long-term debt (Note 10)
Convertible debentures (Notes 11.1 and 11.2)
TOTAL LIABILITIES
EQUITY
Share capital (Note 12)
Shares issuable (Note 12.5)
Contributed surplus (Notes 13 and 14)
Accumulated other comprehensive loss	)	)
Accumulated deficit	)	)
Equity attributable to shareholders
Non-controlling interests (Note 23)
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY

All values are in US Dollars.

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	Three months<br> ended		Three<br>months ended
CONSOLIDATED STATEMENTS OF INCOME & LOSS<br><br>AND COMPREHENSIVE INCOME & LOSS	March 31,<br>2024		April 30,<br>2023

Revenue
Product sales
Service revenue
Total revenue
Cost of goods sold
Cost of finished cannabis inventory sold		)		)
Costs of service revenue		)		)
Gross profit, excluding fair value items
Realized fair value loss amounts in inventory sold		)		)
Unrealized fair value gain amounts on growth of biological assets
Gross profit
Expenses
Accretion expense
Amortization of property and equipment (Note 8)
General and administrative (Note 19)
Share option expense
Total expenses
Income from operations
Other income and (expense)
Interest expense		)		)
Other income (expense)
Unrealized gain (loss) on derivative liability		)		)
Unrealized gain on warrants asset
Loss on disposal of property and equipment		)
Total other income (expense), net		)		)
Gain (loss) from operations before taxes		)
Income tax (Note 20)		)		)
Net income (loss)		)
Other comprehensive income (items that may be subsequently reclassified to profit & loss)
Currency translation gain (loss)		)		)
Total comprehensive income (loss)		)
Gain (loss) per share attributable to owners of the parent – basic		)
Weighted average shares outstanding – basic
Gain (loss) per share attributable to owners of the parent – diluted
Weighted average shares outstanding – diluted
Net income (loss) for the period attributable to:
Non-controlling interest				)
Shareholders		)
Net income (loss)		)
Comprehensive income (loss) for the period attributable to:
Non-controlling interest				)
Shareholders		)
Total comprehensive income (loss)		)

All values are in US Dollars.

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	Three months ended		Three months ended
CONSOLIDATED STATEMENTS OF CASH FLOWS	March 31,<br>2024		April 30,<br>2023

Operating activities
Net income (loss)		)
Adjustments for non-cash items in net income (loss):
Amortization of property and equipment
Amortization of property and equipment included in costs of inventory sold
Unrealized fair value gain amounts on growth of biological assets		)		)
Realized fair value loss amounts in inventory sold
Deferred income taxes		)
Share option expense
Accretion expense
Loss on disposal of property and equipment
Unrealized loss on fair value of derivative liability
Unrealized gain on warrants asset		)
Currency translation loss		)		)

Changes in non-cash working capital (Note 15)		)		)
Net cash provided by operating activities
Investing activities
Purchase of property and equipment and intangibles		)		)
Cash advances and loans made to other parties		)
Net cash used in investing activities		)		)
Financing activities
Proceeds from convertible debentures
Proceeds from warrants exercises
Proceeds from options exercises
Proceeds from sale of membership units of subsidiary
Repayment of long-term debt		)		)
Repayment of convertible debentures		)		)
Payments of lease principal		)		)
Net cash provided by (used in) financing activities				)
Change in cash and cash equivalents
Cash and cash equivalents, beginning
Cash and cash equivalents, ending

All values are in US Dollars.

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SEGMENTED aEBITDA	3 months ended March 31, 2024
	Oregon			Michigan			Services			Corporate			Consolidated
Revenue		3,054,223			3,217,081			383,170			-			6,654,474
Costs of revenue, excluding fair value adjustments		(1,533,479	)		(1,239,206	)		(100,069	)		-			(2,872,754	)
Grossprofit (loss) before fair value adjustments		1,520,744			1,977,875			283,101			-			3,781,720
Net fair value adjustments		(325,609	)		(198,456	)		-						(524,065	)
Gross profit		1,195,135			1,779,419			283,101			-			3,257,655
Operating expenses:
General and administration		624,820			750,327			-			644,177			2,019,324
Depreciation and amortization		28,713			204,112			-			22,227			255,052
Share based compensation		-			-			-			56,185			56,185
Other income and expense:
Interest and accretion		(134,394	)		(27,315	)		-			(309,641	)		(471,350	)
Loss on disposal or property and equipment		(2,177	)		-			-			-			(2,177	)
Unrealized (loss) gain on derivative liability		-			-			-			(5,660,040	)		(5,660,040	)
Unrealized (loss) gain on warrants asset		-			-			-			1,292,848			1,292,848
Other income and expense		190			-			-			118,260			118,450
Net income (loss) before tax		405,221			797,665			283,101			(5,281,162	)		(3,795,175	)
Tax		9			401,991			-			(31,476	)		370,525
Net income after tax		405,212			395,674			283,101			(5,249,686	)		(4,165,700	)

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EBITDA
Net FV adjs	325,609		198,456						524,065
Depreciation in COGS	270,403		169,228						439,631
Depreciation expense	28,713		204,111				22,228		255,052
Share comp	-		-		-		56,185		56,185
Unrealized derivative	-		-		-		5,660,040		5,660,040
Loss on disposal of property plant and equipment	2,177		-		-				2,177
Unrealized warrants asset	-		-		-		(1,292,848	)	(1,292,848	)
Interest and accretion	134,394		27,314		-		309,642		471,350
Income tax	9		401,992		-		(31,476	)	370,525
EBITDA before one-time adjs	1,166,517		1,396,775		283,101		(525,915	)	2,320,477
Add back to EBITDA:
Costs associated with acquisition of Golden Harvests							60,000		60,000
New production location startup costs							77,314		77,314
aEBITDA	1,166,517		1,396,775		283,101		(388,601	)	2,457,791
Adjusted EBITDA margin %	38.2	%	43.4	%	73.9	%			36.9	%

NOTES:

The Company’s “Free cash flow” metric is defined by cash flow from operations minus capital expenditures and expansion related advances

The Company’s “aEBITDA,” or “Adjusted EBITDA,” is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines “EBITDA” as the Company’s net income or loss for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on derecognition of derivative liabilities, the effects of fair-value accounting for biological assets and inventory, as well as other non-cash items and items not representative of operational performance as reported in net income (loss). Adjusted EBITDA is defined as EBITDA adjusted for the impact of various significant or unusual transactions. The Company believes that this is a useful metric to evaluate its operating performance.

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NON-IFRS FINANCIAL MEASURES

EBITDA and aEBITDA are non-IFRS measures and do not have standardized definitions under IFRS. The Company has also provided unaudited pro-forma financial information, which assumes that closed and pending mergers and acquisitions in 2021 are included in the Company’s financial results as of the beginning of the quarterly and annual periods in 2021. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non- IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the IFRS financial measures presented herein. Accordingly, the following information provides reconciliations of the supplemental non-IFRS financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS.

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About Grown Rogue

Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon, Michigan, Minnesota, Maryland, and New Jersey, focused on delighting customers with premium flower and flower-derived products at fair prices. The Company’s roots are in Southern Oregon, where it has proven its capabilities in the highly competitive and discerning Oregon market. The Company’s passion for quality product and value, combined with a disciplined approach to growth, prioritizes profitability and return on capital without sacrificing quality. The Company’s strategy is to pursue capital efficient methods to expand into new markets, bringing craft-quality product at fair prices to more consumers. The Company also continues to make modest investments to improve outdoor craft cultivation capabilities in preparation for eventual interstate commerce. For more information, visit www.grownrogue.com.

FORWARD-LOOKING STATEMENTS

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward-looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or similar expressions and include information regarding: (i) statements regarding the future direction of the Company (ii) the ability of the Company to successfully achieve its business and financial objectives, (iii) plans for expansion of the Company and securing applicable regulatory approvals, and (iv) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning the business of the Company’s future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliance with extensive government regulation and related costs, and other risks described in the Company’s public disclosure documents filed on Sedar.

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Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the United States through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company’s business are disclosed in the Company’s Listing Statement filed on its issuer profile on SEDAR+ at www.sedarplus.ca. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or forward- looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

For further information on Grown Rogue, please visit www.grownrogue.com or contact:

Obie Strickler

Chief Executive Officer

[email protected]

Jakob Iotte

Vice President of Investor

Relations

[email protected]

(458) 226-2662

GRUSF 6-K