GRUSF 0001829126-24-004600 6-K Filing: Jul 5, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

THE SECURITIES EXCHANGE ACT OF 1934

Date: July 5, 2024

Commission File No. 0-53646

Grown Rogue 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 ☒

TABLE OF CONTENTS

1.	News Release – Grown Rogue Receives Licensing Approval in New Jersey, Closes Option 1 to Acquire 44% of ABCO Garden State, LLC, as originally filed on Sedar on June 5, 2024
2.	News Release – Grown Rogue Announces Early Conversion of Debentures, as originally filed on Sedar on June 11, 2024
3.	Form 51-102F3 Material Change Report regarding Grown Rogue Receiving Licensing Approval in New Jersey and the Early Conversion of Debentures, as originally filed on Sedar on June 11, 2024
4.	News Release – Grown Rogue Announces Share Reorganization, as originally filed on Sedar on June 24, 2024
5.	News Release – Grown Rogue Announces Completion of Share Reorganization, as originally filed on Sedar on June 28, 2024
6.	Certificate and Articles of Amendment – Grown Rogue International Inc., as originally filed on Sedar on June 28, 2024
7.	Form 62-103F1 Early Warning Report – J. Obie Strickler, as originally filed on Sedar on July 2, 2024
8.	Early Warning News Release- Bengal Catalyst Fund, LP Holdings in Grown Rogue International Inc., as originally filed on Sedar on July 2, 2024
9.	Form 62-103F1 Early Warning Report – Bengal Catalyst Fund, LP, as originally filed on Sedar on June 28, 2024
10.	News Release – Grown Rogue Announces Secured Promissory Note to ABCO Garden State, LLC, as originally filed on Sedar on July 3, 2024
11.	Form 51-102F3 Material Change Report regarding Grown Rogue completing the Share Reorganization and announcing the Secured Promissory Note<br>to ABCO Garden State, LLC, as originally filed on Sedar on July 3, 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 July 5, 2024	GROWN ROGUE INTERNATIONAL INC.
	(FORMERLY: NOVICIUS CORP.)
	By:	/s/ Obie Strickler
	Name:	Obie Strickler
	Title:	President & Chief Executive Officer

Exhibit 1

GrownRogue Receives Licensing Approval in New Jersey, Closes

Option1 to Acquire 44% of ABCO Garden State, LLC

Medford, Oregon, June 5, 2024 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, announces it has received licensing approval with the New Jersey Cannabis Regulatory Commission (“CRC”) and closed its first option to acquire 44% of ABCO Garden State, LLC (“ABCO”) on May 31, 2024.

The transaction details are as follows:

●	Grown Rogue has an option to acquire 70% of ABCO through two options; Option 1 was for 44% and Option 2 is for 26%
●	ABCO has an annual<br> cultivation license with the New Jersey Cannabis Regulatory Commission with local zoning and planning approvals and sufficient power<br> supply
---	---
●	Upon receiving licensing approval, the Company purchased Option 1 for ~US$1,260,000, which has been paid in cash
---	---
●	The Company anticipates exercising Option 2, pending regulatory approval, two years after operations commence. The purchase price for Option 2 is ~US$720,000
---	---
●	Grown Rogue has the right to purchase the remaining equity of ABCO at fair market value
---	---

“We are pleased to announce that all regulatory approvals from the CRC have been received and we exercised and closed our option to acquire 44% of ABCO on May 31, 2024. We could not be more excited about our partnership with ABCO. Construction is nearing completion for Phase I and we will soon be providing our high-quality, craft cannabis to New Jerseyans,” said Obie Strickler, CEO of Grown Rogue.

For additional information on the Company’s operational performance, see the press release dated May 30, 2024, Grown Rogue Reports First Quarter 2024 Results.

According to the CRC^1^, New Jersey reported over $800 million in cannabis sales in 2023, growing more than 44% year-over-year. 4^th^ quarter sales were a new quarterly record, reporting over $220 million in cannabis sales, growing 7% quarter over quarter.

^1^	CRC Website

Grown Rogue Receives Licensing Approval in New Jersey, Closes Option 1 to Acquire 44% of ABCO Garden State, LLC

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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.

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.

Grown Rogue Receives Licensing Approval in New Jersey, Closes Option 1 to Acquire 44% of ABCO Garden State, LLC

![](ex1_001.jpg)

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

Grown Rogue Receives Licensing Approval in New Jersey, Closes Option 1 to Acquire 44% of ABCO Garden State, LLC

Exhibit 2

GrownRogue Announces Early Conversion of Debentures

Medford, Oregon, June 11, 2024 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, is pleased to announce the early conversion of debentures.

The Company announces that 9,947,312 common shares were issued in connection with the early conversion of debentures representing a principal amount of US$1.75 million. After the debenture conversion, US$4.35 million in convertible debentures remain.

After the conversion, funds managed by Mindset Capital, a private investment firm focused on the cannabis industry, has increased their combined holdings to 35,065,532 shares and is now the largest shareholder of the Company. Mindset Capital led the two rounds of debenture financings between December 2022 and August 2023.

“We would like to thank our debenture holders for converting their debentures more than three years early and continuing to show their commitment and alignment to Grown Rogue’s long-term strategy. This early conversion will save the Company US$0.5 million of interest,” said Obie Strickler, CEO of Grown Rogue.

“With the conversion, Mindset Capital has become the largest shareholder of Grown Rogue. I would like to personally thank Aaron and his team for their unwavering support and commitment to the Company since we first met in late 2022. Aaron has been instrumental in helping us shape our strategy, raising capital, attracting new and sophisticated investors, spreading our story across the world, and providing meaningful analysis and insight into the industry and our business. We could not be more excited to have Mindset as our largest shareholder and he has now set a new target for Sarah and me to personally regain our position as the largest shareholders!”

“Mindset Capital is excited to support Grown Rogue as it expands into new markets and brings Oregon quality craft cannabis flower at a great price to more and more consumers, one state at a time,” said Aaron Edelheit, CEO of Mindset Capital.

“We think Grown Rogue can capitalize on their competitive advantages and substantially grow its free cash flow. The next twelve months should be transformative for the company, and we are proud to be the largest shareholder.”

In addition, 168,750 common shares were issued in connection with options. The Company confirms it currently has 218,616,805 common shares issued and outstanding and 262,449,055 common shares on a fully diluted basis.

![](ex2_001.jpg)

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

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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

Exhibit 3

Form 51-102F3

Material Change Report

Item 1	Name and 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
---	---
	June 5, 2024 and June 10, 2024.
Item 3	News Release
---	---
	Two news releases were issued by the Company on June 5, 2024 and June 11, 2024 respectively<br> through the facilities of Cision and were subsequently filed on SEDAR+.
Item 4	Summary of Material Change
---	---
	On June 5, 2024, the Company announced that it received licensing approval from the<br> New Jersey Cannabis Regulatory Commission (“CRC”) and closed its first option to acquire 44% of ABCO Garden State, LLC (“ABCO”).
	On June 11, 2024, the Company announced the issuance of (i) 9,947,312 common shares in connection with the conversion of debentures representing<br> a principal amount of US$1,750,000; and (ii) 168,750 common shares in connection with<br> the exercise of options on a cashless basis.
Item 5.1	Full Description of Material Change
---	---
	New Jersey Acquisition
	On June 5, 2024, the Company announced it received licensing approval from the CRC<br> and closed its first option to acquire 44% of ABCO.
	The transaction details are as follows:
●	Grown Rogue has an option to acquire 70% of ABCO through two options; Option 1 was for 44% and Option 2 is for 26%
---	---
●	ABCO has an annual cultivation license with the New Jersey Cannabis Regulatory Commission<br> with local zoning and planning approvals and sufficient power supply
●	Upon receiving licensing approval, the Company closed Option 1 for ~US$1,260,000,<br> which has been paid in cash
●	The Company anticipates exercising Option 2, pending regulatory approval, two years<br> after operations commence. The purchase price for Option 2 is ~US$720,000
●	Grown Rogue has the right to purchase the remaining equity of ABCO at fair market<br> value

- 2 -

Debenture Conversion and Option Exercise

On June 11, 2024, the Company announced the issuance of 9,947,312 common shares in connection with the conversion of debentures representing a principal amount of US$1,750,000. After the debenture conversion, US$4,350,000 million in convertible debentures remain. After the conversion, funds managed by Mindset Capital, a private investment firm focused on the cannabis industry, has increased their combined holdings to 35,065,532 shares and is now the largest shareholder of the Company. Mindset Capital led the two rounds of debenture financings between December 2022 and August 2023.

Further, the Company announced that 168,750 common shares were issued in connection with the exercise of options on a cashless basis. The Company confirms it currently has 218,616,805 common shares issued and outstanding and 262,449,055 common shares on a fully diluted basis.

Item 6	Reliance on Subsection 7.1(2) of National Instrument 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

June 11, 2024.

Cautionary Note Regarding Forward Looking Information

FORWARD-LOOKING STATEMENTS

This report 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.

- 3 -

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.*

Exhibit 4

GrownRogue Announces Share Reorganization

Medford, Oregon, June 24, 2024 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, is pleased to announce that it will implement a reorganization of the Company’s share capital (the “Share Reorganization”), as approved by the shareholders of the Company at its annual and special meeting held earlier today (the “Meeting”).

“The purpose of the Share Reorganization is to preserve our foreign private issuer status in the United States and will have no impact on the voting power of any shareholder. Completing the Share Reorganization will allow us to defer the added reporting obligations and the conversion of our financial reporting standards from IFRS to GAAP,” said Obie Strickler, CEO of Grown Rogue. “Our accounting and finance team have already completed two sets of audited financial statements this year as a result in our change of year-end, and we want our entire team intently focused on our near-term operational and strategic goals, including getting our New Jersey and Illinois assets up and running.”

Pursuant to the Share Reorganization, the Company intends to amend its articles to redesignate its existing class of common shares without par value in the capital of the Company (the “Common Shares”) as Subordinate Voting Shares (“SV Shares”) and create a new class of unlisted Multiple Voting Shares (“MV Shares”).

The new CUSIP and ISIN for the SV Shares are 39986R304 and CA39986R3045, respectively. The trading symbol for the SV Shares will remain “GRIN” on the Canadian Securities Exchange. The record date for the Share Reorganization is June 26, 2024, and the Share Reorganization will become effective on or about June 27, 2024.

Holders of Common Shares held in book-entry form or through a bank, broker or other nominee will have their positions automatically adjusted to reflect the Share Reorganization, subject to a broker’s particular processes, and do not need to take any action in connection with the Share Reorganization. A letter of transmittal was provided to Shareholders in connection with the Meeting. The letter of transmittal contains instructions on how registered shareholders can exchange their Common Share certificates for new certificates representing the SV Shares to which they are entitled.

Shareholders who hold Common Shares in brokerage accounts should direct any questions concerning the Share Reorganization to their brokers; all other shareholders may direct questions to the transfer agent, Capital Transfer Agency ULC, who can be reached at telephone number 416-350-5007.

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About Grown Rogue

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, (iv) expectations for other economic, business, and/or competitive factors, and (v) statements regarding the Share Reorganization, including the record date and effective date of the Share Reorganization. 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.

2
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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 indirectoperating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, these activities are currentlyillegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company’sbusiness are disclosed in the Company’s Listing Statement filed on its issuer profile on SEDAR+ at www.sedarplus.ca. Shouldone or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking informationor 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

Exhibit 5

GrownRogue Announces Completion of Share Reorganization

Medford, Oregon, June 28, 2024 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, is pleased to announce that, further to its press release dated June 24, 2024, it has completed a reorganization of the Company’s share capital (the “Share Reorganization”), as approved by the shareholders of the Company at its annual and special meeting held on June 24, 2024 (the “Meeting”).

Pursuant to the Share Reorganization, the Company amended its articles to redesignate its existing class of common shares without par value in the capital of the Company (the “Common Shares”) as Subordinate Voting Shares (“SV Shares”) and created a new class of unlisted Multiple Voting Shares (“MV Shares”).

“First, I’d like to reiterate this conversion is non-dilutive and will have no impact on the voting power of any shareholder. We would like to thank some of our largest shareholders for converting their SVS shares into MVS shares to allow us to preserve our foreign private issuer status in the United States to avoid the added obligations of converting our financial reporting standards from IFRS to U.S GAAP,” said Obie Strickler, CEO of Grown Rogue. “75,194,941 SVS were converted to MVS, with over 56,000,000 of those coming from Mindset Capital and Bengal Capital. I would personally like to thank those two, as well as the other shareholders converting to MVS, for their continued support and commitment to Grown Rogue.”

The new CUSIP and ISIN for the SV Shares are 39986R304 and CA39986R3045, respectively. The trading symbol for the SV Shares remains “GRIN” on the Canadian Securities Exchange. The record date for the Share Reorganization was June 26, 2024, and the Share Reorganization became effective on June 27, 2024.

The Company has received conversion notices from holders of 75,194,941 SV Shares, converting their SV Shares into 75,194.941 MV Shares (the “SV Conversion”). Following the completion of the SV Conversion, the Company has 143,421,864 SV Shares and 75,194.941 MV Shares outstanding.

Grown Rogue Equity Capitalization
Prior to the Share Reorganization
****	Shares Outstanding	Total Votes
Common<br> Shares	218,616,805	218,616,805
Following<br> the Completion of the Share Reorganization
****	Shares Outstanding	Total Votes
Subordinate<br> Voting Shares	143,421,864	143,421,864
Multiple<br> Voting Shares	75,194.941	75,194,941
Total	143,497,059	218,616,805

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Early Warning Reporting

Pursuant to the SV Conversion, Obie Strickler, Chief Executive Officer and President of the Company, converted 2,000,000 SV Shares into 2,000 MV Shares.

Prior to the SV Conversion, Mr. Strickler owned, or had control or direction over, 34,194,416 SV Shares and options to acquire 2,500,000 SV Shares, all such securities, representing, on an undiluted basis, approximately 15.64% of the issued and outstanding SV Shares and 15.64% of the voting rights attached to all of the Company’s outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the options), 16.78% of the issued and outstanding SV Shares and 16.78% of the voting rights attached to all of the Company’s outstanding voting securities (based upon 218,616,805 SV Shares and nil MV Shares outstanding).

Following the SV Conversion, Mr. Strickler owns, or has control or direction over, 32,194,416 SV Shares, 2,000 MV Shares and options to acquire 2,5000,000 SV Shares, all such securities, representing, on an undiluted basis, approximately 22.44% of the issued and outstanding SV Shares, 2.66% of the issued and outstanding MV Shares, and 15.64% of the voting rights attached to all of the Company’s outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the options), 23.78% of the issued and outstanding SV Shares, 2.66% of the issued and outstanding MV Shares and 16.78% of the voting rights attached to all of the Company’s outstanding voting securities (based upon 143,421,864 SV Shares and 75,194.94 MVS outstanding after giving effect to SV Conversion).

The MV Shares were acquired for investment purposes. Subject to various factors including market conditions, Mr. Strickler’s determinations from time to time as to whether the trading price of the SV Shares adequately reflects the value of the SV Shares in relation to the Company’s activities and future prospects, and other factors and conditions Mr. Strickler deems appropriate, Mr. Strickler (or an affiliate or associate thereof) may acquire additional SV Shares, MV Shares or may dispose of any or all of his SV Shares or MV Shares, from time to time through, among other things, the exercise options and the purchase or sale of SV Shares on the open market or in private transactions or otherwise, on such terms and at such times as Mr. Strickler may deem advisable.

The Company’s head office and Mr. Strickler are located at 550 Airport Rd., Medford, Oregon, 97504, USA.

A copy of the report filed under applicable Canadian securities laws by Mr. Strickler in connection with the transactions referred to in this press release may be obtained from Mr. Strickler via email: [email protected] or telephone (503) 765-8108, or on the SEDAR profile of the Company at: www.sedarplus.ca.

2
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About Grown Rogue

FORWARD-LOOKING STATEMENTS

This press release contains statements whichconstitute “forward-looking information” within the meaning of applicable securities laws, including statements regardingthe plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward-looking informationis 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 abilityof the Company to successfully achieve its business and financial objectives, (iii) plans for expansion of the Company and securing applicableregulatory approvals, and (iv) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward-lookinginformation is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projectionsconcerning the business of the Company’s future results or events based on the opinions, assumptions and estimates of managementconsidered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-lookinginformation 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 combinedcompany. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking informationare the following: changes in general economic, business and political conditions, including changes in the financial markets; and inparticular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changesin the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Companyoperates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliance withextensive government regulation and related costs, and other risks described in the Company’s public disclosure documents filedon Sedar.

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-lookinginformation except as otherwise required by applicable law.

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The Company is indirectlyinvolved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the UnitedStates through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, theseactivities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertaintiesrelating 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 underlyingthe forward-looking information or forward-looking statements prove incorrect, actual results may vary materially from those describedherein as intended, planned, anticipated, believed, estimated or expected.

No stock exchange, securities commissionor other regulatory authority has approved or disapproved the information contained herein.

For further information on Grown Rogue, pleasevisit www.grownrogue.com or contact:

Obie Strickler

Chief Executive Officer

[email protected]

Jakob Iotte

Vice President of Investor Relations

[email protected]

(458) 226-2662

Exhibit 6

Ministry of Public and<br><br> <br>Business Service Delivery<br><br> <br>Ministère des Services au public et<br><br> <br>aux entreprises
Certificate of Amendment	Certificat de modification
---	---
Business Corporations Act	Loi sur les sociétés par actions

GROWNROGUE INTERNATIONAL INC.

Corporation Name / Dénomination sociale

1810244

Ontario Corporation Number / Numéro de société de l’Ontario

This is to certify that these articles are effective on	La présente vise à attester que ces statuts entreront en vigueur le

June 27, 2024 / 27 juin 2024

Director / Directeur

Business Corporations Act / Loi sur les sociétés par actions

The Certificate of Amendment is not complete without the Articles of Amendment<br><br> <br><br><br> <br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br> <br><br><br> <br><br><br> <br>Director/Registrar	Ce certificat de modification n’est pas complet s’il ne contient pas les statuts de modification<br><br> <br><br><br> <br>Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.<br><br> <br><br><br> <br><br><br> <br>Directeur ou registrateur

BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024

Ministry of Public and<br><br> <br>Business Service Delivery

Articles of Amendment

Business Corporations Act

Corporation Name (Date of Incorporation/Amalgamation)

GROWN ROGUE INTERNATIONAL INC. (November 30, 2009)

1. The name of the corporation is changed to:

Not amended

2. The number of directors or the minimum/maximum number of directors are amended as follows:

Not amended

3. The articles are amended as follows:

A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter “None”:

Not amended

B. The classes and any maximum number of sharesthat the corporation is authorized to issue:

The Corporation is authorized to make application for Articles of Amendment as follows:

(a) to increase the authorized capital of the Corporation by creating an unlimited number of Multiple Voting Shares;

(b) to amend the rights and restrictions of the existing class of Common Shares and re-designate such class as Subordinate Voting Shares; and

(c) to provide that the rights, privileges, restrictions and conditions attaching to the Subordinate Voting Shares and Multiple Voting Shares shall be as set out below.

| The endorsed Articles of Amendment are not complete without the Certificate of Amendment.<br><br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br>![](ex6_002.jpg)<br><br>Director/Registrar, Ministry of Public and Business Service Delivery | Page 1 of 8 |

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BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024

C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors’ authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter “Not Applicable”:

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.

(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 of the Subordinate Voting Shares by separate special resolution, prejudice or interfere with any right or special right attached to the Subordinate Voting Shares.

(c) Dividends. Holders of Subordinate Voting Shares shall be entitled to receive as and when declared 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 declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares.

(d) Liquidation, Dissolution or Winding-Up. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the 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.

(e) Rights to Subscribe; Pre-Emptive Rights. The holders of Subordinate Voting Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of Subordinate Voting Shares, or bonds, debentures or other securities of the Corporation now or in the future.

(f) Subdivision or Consolidation. No subdivision or consolidation of the Subordinate Voting Shares or Multiple Voting Shares shall occur unless, simultaneously, the Subordinate Voting Shares and Multiple Voting Shares are subdivided or consolidated in the same manner or such other adjustment is made so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes.

| The endorsed Articles of Amendment are not complete without the Certificate of Amendment.<br><br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br>![](ex6_002.jpg)<br><br>Director/Registrar, Ministry of Public and Business Service Delivery | Page 2 of 8 |

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BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024

(g) Conversion. Each issued and outstanding Subordinate Voting 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 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 or certificates representing the Subordinate Voting Shares or, if uncertificated, such other evidence of ownership as the 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 Subordinate 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 Subordinate 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 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 Multiple Voting Shares on the basis set out above to the registered holder of the Subordinate Voting Shares. If fewer than all of the Subordinate Voting Shares represented by a certificate 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 are not to be converted. Subordinate 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 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 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 agent for the Subordinated Voting Shares shall deposit under the offer the resulting Multiple Voting Shares, on behalf of the holder.

To exercise such conversion right, the holder or his or its attorney duly authorized in writing shall:

(i) give written notice to the transfer agent of the exercise of such right, and of the number of Subordinate Voting Shares in respect of which the right is being exercised;

(ii) deliver to the transfer agent the share certificate or certificates representing the Subordinate Voting Shares in respect of which the right is being exercised or, if uncertificated, such other evidence of ownership as the transfer agent may require, if applicable; and

(iii) pay any applicable stamp tax or similar duty on or in respect of such conversion.

No share certificates representing the Multiple Voting Shares, resulting from the conversion of the Subordinate Voting Shares will be delivered to the holders on whose behalf such deposit is being made. If Multiple 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 Multiple Voting Shares being taken up and paid for, the Multiple Voting Shares resulting from the conversion will be re-converted into Subordinate Voting Shares at the then Conversion Ratio and a share certificate representing the Subordinate Voting Shares or, if uncertificated, such other evidence of ownership will be sent to the holder by the transfer agent. In the event that the offeror takes up and pays for the Multiple Voting Shares resulting from conversion, the transfer agent shall deliver to the holders thereof the consideration paid for such shares by the offeror.

| The endorsed Articles of Amendment are not complete without the Certificate of Amendment.<br><br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br>![](ex6_002.jpg)<br><br>Director/Registrar, Ministry of Public and Business Service Delivery | Page 3 of 8 |

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BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024

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:

(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 the Corporation shall have the right to vote, holders of Multiple Voting Shares will be entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted, which for greater certainty, shall initially equal 1,000 votes per Multiple Voting Share.

(b) Alteration to Rights ofMultiple 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 or special right attached to the Multiple Voting Shares. Consent of the holders of a majority of the outstanding Multiple Voting Shares shall be required for any action 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) each holder of Multiple Voting Shares will have one vote in respect of each Multiple Voting Share held.

(c) Dividends. The holder of Multiple Voting Shares shall have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend 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.

(d) Liquidation, Dissolutionor Winding-Up. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the 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, 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.

(e) Rights to Subscribe; Pre-Emptive Rights. The holders of Multiple Voting Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of Subordinate Voting Shares, or bonds, debentures or other securities of the Corporation now or in the future.

(f) Conversion. Holders of Multiple Voting Shares Holders shall have conversion rights as follows (the “Conversion Rights”):

(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 Subordinate Voting Shares as is determined by multiplying the number of Multiple Voting Shares by the Conversion Ratio applicable to such share, determined as hereafter provided, in effect on the date the Multiple Voting Share is surrendered for conversion. The initial “ConversionRatio” for shares of Multiple Voting Shares shall be 1,000 Subordinate Voting Shares for each Multiple Voting Share; provided, however, that the Conversion Ratio shall be subject to adjustment as set forth in this Section (g).

| The endorsed Articles of Amendment are not complete without the Certificate of Amendment.<br><br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br>![](ex6_002.jpg)<br><br>Director/Registrar, Ministry of Public and Business Service Delivery | Page 4 of 8 |

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BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024

(ii) Mandatory Conversion. Notwithstanding any other term herein, the Corporation may require each holder of Multiple Voting Shares to convert 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 holders of Multiple Voting Shares):

(A) the Subordinate Voting Shares issuable upon conversion of all the Multiple Voting Shares are registered for resale and may be sold by the holder thereof pursuant to an effective registration statement and/or prospectus covering the Subordinate Voting Shares under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”);

(B) the Corporation is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and

(C) the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange.

The Corporation will issue or cause its transfer agent to issue each holder of Multiple Voting Shares of record a Mandatory Conversion notice at least 20 days prior to the record date of the Mandatory Conversion, which shall specify therein,

(i) the number of Subordinate Voting Shares into which the Multiple Voting Shares are convertible and (ii) the address of record for such holder. On the record date of a Mandatory Conversion, the Corporation will issue or cause its transfer agent to issue each holder of record on the Mandatory Conversion date certificates representing the number of Subordinate Voting Shares into which the Multiple Voting Shares are so converted or, if uncertificated, such other evidence of ownership of the Subordinate Voting Shares, and each certificate representing the Multiple Voting Shares shall be null and void.

(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 Shares or, if uncertificated, such other evidence of ownership as the Corporation 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 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 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 Shares. If fewer than all of the Multiple Voting Shares represented by a certificate 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 are not to be converted. Multiple Voting Shares converted into Subordinate Voting Shares hereunder will automatically be cancelled.

(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, assets (excluding cash dividends) or options or rights not otherwise causing adjustment to the Conversion Ratio (a “Distribution”), then, in each such case for the purpose of this subsection, the holders of Multiple Voting Shares shall be entitled to a proportionate share of any such Distribution as though they were the holders of the number of Subordinate Voting Shares into which their Multiple Voting Shares are convertible as of the record date fixed for the determination of the holders of Subordinate Voting Shares entitled to receive such Distribution.

| The endorsed Articles of Amendment are not complete without the Certificate of Amendment.<br><br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br>![](ex6_002.jpg)<br><br>Director/Registrar, Ministry of Public and Business Service Delivery | Page 5 of 8 |

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BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024

(v) Recapitalizations; Stock Splits. If at any time or from time-to-time, the Corporation shall effect a recapitalization 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 Voting Shares into a greater number of Subordinate Voting Shares; (iv) consolidate the outstanding Subordinate Voting Shares into a smaller number of Subordinate Voting 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 be entitled to receive, upon conversion of Multiple Voting Shares, the number of Subordinate 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. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (g) with respect to the rights of the holders of Multiple Voting Shares after the Recapitalization to the end that the provisions of this Section (g) (including adjustment of the Conversion Ratio then in effect and the number of Multiple Voting Shares issuable upon conversion of Multiple Voting Shares) shall be applicable after that event as nearly equivalent as may be practicable.

(vi) No Fractional Shares and Certificate as to Adjustments. No fractional Subordinate Voting Shares shall be issued upon the conversion of any 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 fractional Subordinate Voting Shares are issuable upon such conversion shall be determined 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.

(vii) Adjustment Notice. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this Section (g), the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each 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, furnish or cause to be furnished to such holder a like certificate setting forth (A) 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.

(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 dispute as to the determination or the arithmetic calculation of the Conversion

Ratio with the basis for the disputed determinations or arithmetic calculations. The Corporation shall respond to the holder within five (5) Business Days of receipt, or deemed receipt, of the dispute notice with a written calculation of the Conversion Ratio. If the holder and the Corporation are unable to agree upon such determination or calculation of the Conversion Ratio, within five (5) Business Days of such response, then the Corporation and the holder shall, within one (1) Business Day thereafter submit the disputed arithmetic calculation of the conversion ratio to the Corporation’s independent, outside accountant. The Corporation, at the Corporation’s expense, shall cause the accountant to perform the determinations or calculations and notify the Corporation and the holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error. “Business Day” means any day excluding a Saturday, Sunday or statutory holiday in the province of Ontario.

| The endorsed Articles of Amendment are not complete without the Certificate of Amendment.<br><br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br>![](ex6_002.jpg)<br><br>Director/Registrar, Ministry of Public and Business Service Delivery | Page 6 of 8 |

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BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024

(g) 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 all the holders of Subordinate Voting Shares in a province or territory of Canada to which the requirement applies, each Multiple Voting Share shall become convertible at the option of the holder into Subordinate Voting Shares at 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 in this Section (h) may only be exercised in respect of Multiple 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 shall deposit under the offer the resulting Subordinate Voting Shares, on behalf of the holder.

To exercise such conversion right, the holder or his or its attorney duly authorized in writing shall:

(i) give written notice to the transfer agent of the exercise of 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 representing the Multiple Voting Shares in respect of which the right is being exercised or, if uncertificated, such other evidence of ownership as the transfer agent may require, if applicable; and

(iii) pay any applicable stamp tax or similar duty on or in respect 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.

(h) 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.

| The endorsed Articles of Amendment are not complete without the Certificate of Amendment.<br><br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br>![](ex6_002.jpg)<br><br>Director/Registrar, Ministry of Public and Business Service Delivery | Page 7 of 8 |

| --- | --- |

BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024

D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter “None”:

Not amended

E. Other provisions:

Not amended

4. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act.

5. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on:

June 24, 2024

The articles have been properly executed by the required person(s).

| The endorsed Articles of Amendment are not complete without the Certificate of Amendment.<br><br>Certified a true copy of the record of the Ministry of Public and Business Service Delivery.<br><br>![](ex6_002.jpg)<br><br>Director/Registrar, Ministry of Public and Business Service Delivery | Page 8 of 8 |

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Exhibit 7

Form 62-103F1

Required Disclosure under the Early Warning Requirements

Item 1 – Security and Reporting Issuer

1.1	State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report relates to subordinate voting shares (the “SV Shares”) and multiple voting shares (the “MV Shares”) of the Issuer.

Grown Rogue International Inc. (the “Issuer”)

550 Airport Road

Medford, OR

97504

United States

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

N/A.

Item 2 – Identity of the Acquiror

2.1	State the name and address of the acquiror.

J. Obie Strickler (the “Securityholder”)

c/o Grown Rogue International Inc.

550 Airport Road

Medford, OR

97504

United States

2.2	State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On June 27, 2024, the Securityholder converted 2,000,000 SV Shares into 2,000 MV Shares (the “SV Conversion”), representing, on an undiluted basis, 0.91% of the issued and outstanding SV Shares and 2.66% of the issued and outstanding MV Shares.

2.3	State the names of any joint actors.

Not applicable.

Item 3 – Interest in Securities of the Reporting Issuer

3.1	State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s security holding percentage in the class of securities.

Prior to the SV Conversion, the Securityholder owned, or had control or direction over, 34,194,416 SV Shares and options to acquire 2,500,000 SV Shares, all such securities, representing, on an undiluted basis, approximately 15.64% of the issued and outstanding SV Shares and 15.64% of the voting rights attached to all of the Issuer’s outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the options), 16.78% of the issued and outstanding SV Shares and 16.78% of the voting rights attached to all of the Issuer’s outstanding voting securities (based upon 218,616,805 SV Shares and nil MV Shares outstanding).

Following the SV Conversion, the Securityholder owns, or has control or direction over, 32,194,416 SV Shares, 2,000 MV Shares and options to acquire 2,500,000 SV Shares, all such securities, representing, on an undiluted basis, approximately 22.44% of the issued and outstanding SV Shares, 2.66% of the issued and outstanding MV Shares, and 15.64% of the voting rights attached to all of the Issuer’s outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the options), 23.78% of the issued and outstanding SV Shares, 2.66% of the issued and outstanding MV Shares and 16.78% of the voting rights attached to all of the Issuer’s outstanding voting securities (based upon 143,421,864 SV Shares and 75,194.941 MV Shares outstanding after giving effect to SV Conversion).

3.2	State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

See items 2.2 and 3.1.

3.3	If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4	State the designation and number or principal amount of securities and the acquiror’s security holding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

See Item 3.1.

3.5	State the designation and number or principal amount of securities and the acquiror’s security holding percentage in the class of securities referred to in Item 3.4 over which
(a)	the acquiror, either alone or together with any joint actors, has ownership and control,
---	---

See Item 3.1.

(b)	the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

Not applicable.

(c)	the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

See Item 3.1 above.

3.6	If the acquiror 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 under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s security holdings.

Not applicable.

3.7

If the acquiror 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 under this item, describe the material terms of the 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.

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

Not applicable.

3.8	If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1	State the value, in Canadian dollars, of any consideration paid or received per security and in total.

Not applicable.

4.2	In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

Not applicable.

4.3	If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Not applicable.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

(a)	the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b)	a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
---	---
(c)	a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
---	---
(d)	a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
---	---
(e)	a material change in the present capitalization or dividend policy of the reporting issuer;
---	---
(f)	a material change in the reporting issuer’s business or corporate structure;
---	---
(g)	a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
---	---
(h)	a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
---	---
(i)	the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
---	---
(j)	a solicitation of proxies from securityholders;
---	---
(k)	an action similar to any of those enumerated above.
---	---

The Securityholder does not have any current plans or future intentions which relate to, or would result in, any of the events, transactions or circumstances enumerated in paragraphs (b) - (k) above.

The MV Shares were acquired for investment purposes. Subject to various factors including market conditions, the Securityholder’s determinations from time to time as to whether the trading price of the SV Shares adequately reflects the value of the SV Shares in relation to the Issuer’s activities and future prospects, and other factors and conditions the Securityholder deems appropriate, the Securityholder (or an affiliate or associate thereof) may acquire additional SV Shares, MV Shares or may dispose of any or all of his SV Shares or MV Shares, from time to time through, among other things, the exercise options and the purchase or sale of SV Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Securityholder may deem advisable.

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

Not applicable.

Item 7 – Change in Material Fact

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

Not applicable.

Item 8 – Exemption

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

DATED this 30^th^ day of June, 2024.

(signed) “J. Obie Strickler”
J. Obie Strickler

Exhibit 8

BengalCatalyst Fund, LP Holdings in Grown Rogue International Inc.

Scottsdale, Arizona – July 2, 2024 – On June 27, 2024, Bengal Catalyst Fund, LP (the “Acquiror”) converted 21,420,100 subordinate voting shares (the “SV Shares”) of Grown Rogue International Inc. (“Grown Rogue”) into 21,420.1 multiple voting shares (the “MV Shares”) of Grown Rogue (the “SV Conversion”), representing, on an undiluted basis, approximately 9.79% of the issued and outstanding SV Shares and 28.49% of the issued and outstanding MV Shares.

Prior to the SV Conversion, the Acquiror owned, or had control or direction over, 22,332,100 SV Shares, representing, on an undiluted basis, approximately 10.22% of the issued and outstanding SV Shares and 10.22% of the voting rights attached to all of the Grown Rogue’s outstanding voting securities (based upon 218,616,805 SV Shares and nil MV Shares outstanding).

Following the SV Conversion, the Acquiror owns, or has control or direction over, 912,000 SV Shares and 21,420.1 MV Shares, representing, on an undiluted basis, approximately 0.63% of the issued and outstanding SV Shares, 28.49% of the issued and outstanding MV Shares, and 10.22% of the voting rights attached to all of the Grown Rogue’s outstanding voting securities (based upon 143,421,864 SV Shares and 75,194.941 MV Shares outstanding after giving effect to SV Conversion). On an as-converted basis, the Acquiror owns 22,332,100 SV Shares, being 13.55% of the issued and outstanding SV Shares.

The Acquiror does not have any current plans or future intentions which relate to or would result in any of the events, transactions or circumstances enumerated in paragraphs (b) - (k) in the early warning report filed with this press release (the “Early Warning Report”).

In accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional SV Shares, MV Shares and/or other equity, debt or other securities or instruments (collectively, “Securities”) of Grown Rogue in the open market or otherwise, and Acquiror reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of Grown Rogue and other relevant factors.

The head office address of Bengal Catalyst Fund, LP is 6608 E 2^nd^ St., Scottsdale, Arizona, U.S.A. 85251.

This press release is issued pursuant to early warning requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues which also requires the Early Warning Report to be filed in accordance with applicable Canadian securities laws. For further information please refer to the Early Warning Report to be posted on Grown Rogue’s SEDAR+ profile at www.sedarplus.com or which may be obtained by contacting the Acquiror at 1 623 252 3367.

Exhibit 9

FORM 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS

Item 1 – Security and Reporting Issuer

1.1	State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

Subordinate voting shares (the “SV Shares”) and multiple voting shares (the “MV Shares”).

Grown Rogue International Inc. (“Grown Rogue”)

550 Airport Road

Medord, Oregon, U.S.A. 97504

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

Not applicable.

Item 2 – Identity of the Acquiror

2.1	State the name and address of the acquiror.

Bengal Catalyst Fund, LP (the “Acquiror”) 6608 E 2^nd^ St.

Scottsdale, Arizona U.S.A 85251

2.2	State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On June 27, 2024, the Acquiror converted 21,420,100 SV Shares into 21,420.1 MV Shares (the “SV Conversion”) representing, on an undiluted basis, approximately 9.79% of the issued and outstanding SV Shares and 28.49% of the issued and outstanding MV Shares.

2.3	State the names of any joint actors.

Not applicable.

Item 3 – Interest in Securities of the Reporting Issuer

3.1	State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.

On an as-converted basis, the Acquiror owns 22,332,100 SV Shares, being 13.55% of the issued and outstanding SV Shares.

3.2	State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

See item 3.1.

3.3	If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4	State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

See Item 3.1.

3.5	State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which
(a)	the acquiror, either alone or together with any joint actors, has ownership and control,
---	---

See Item 3.1.

(b)	the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

Not applicable.

(c)	the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

3.6	If the acquiror 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 under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

Not applicable.

3.7

Not applicable.

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

Not applicable.

3.8	If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1	State the value, in Canadian dollars, of any consideration paid or received per security and in total.

Not applicable.

4.2	In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

Not applicable.

4.3	If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Not applicable.

Item 5 – Purpose of the Transaction

(a)	the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b)	a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
---	---
(c)	a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
---	---
(d)	a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
---	---
(e)	a material change in the present capitalization or dividend policy of the reporting issuer;
---	---
(f)	a material change in the reporting issuer’s business or corporate structure;
---	---
(g)	a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
---	---
(h)	a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
---	---
(i)	the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
---	---
(j)	a solicitation of proxies from securityholders;
---	---
(k)	an action similar to any of those enumerated above.
---	---

The Acquiror does not have any current plans or future intentions which relate to, or would result in, any of the events, transactions or circumstances enumerated in paragraphs (b) - (k) above.

Item 6 – Agreements, Arrangements, Commitments or Understandings with Respect to Securities of the Reporting Issuer

Not applicable.

Item 7 – Change in Material Fact

Not applicable.

Item 8 – Exemption

Not applicable.

Item 9 – Certification

Certificate

I, as the acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

DATED this 2^nd^ day of July, 2024.

BENGAL CATALYST FUND, LP, by its general partner Bengal Catalyst Fund GP, LLC
By:	“Gerald Derevyanny”
	Name:	Gerald Derevyanny
	Title:	Managing Partner

Exhibit 10

Grown Rogue Announces Secured Promissory Note to ABCO Garden State, LLC

Medford, Oregon, July 3, 2024 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, is pleased to announce it has entered secured drawdown promissory note agreement dated June 25, 2024 (the “Note”) with ABCO Garden State, LLC (“ABCO”), a New Jersey Class 1 licensed cultivator. As of today, Grown Rogue owns 44% of ABCO, with an option to acquire an additional 26% of ABCO, subject to regulatory approval.

The key deal terms are as follows:

●	Grown Rogue will lend up to US$3,000,000 to ABCO under the Note to support ongoing construction and working capital as ABCO ramps its operations. On June 25, 2024, Grown Rogue advanced $500,000 to ABCO, representing the first drawdown under the Note.
●	The Note has preferential repayment, and interest on the outstanding principal will accrue at 10.5% per annum.
---	---
●	The Note, including all accrued and unpaid interest, shall be due and payable on June 25, 2025.
---	---

“As we reach the final stages of Phase I construction, this additional capital will be used to finish construction and provide the necessary working capital to become operational. Our Phase I work has included many of the necessary improvements required to accelerate Phase II completion such as full panel installation, the purchase of on-site HVAC equipment, and the fulfillment of fire safety requirements.” said Obie Strickler, CEO of Grown Rogue.

“Phase I remains substantially on schedule and on budget, with final occupancy approvals expected later this month and sales anticipated to commence in the fourth quarter. Phase II construction is expected to be completed in the first quarter of 2025, with sales anticipated to commence in the second quarter of 2025. With both Phases complete and a total flowering canopy of ~16,000 square feet, we expect to be producing in excess of 1,000 pounds of whole flower per month in New Jersey.”

According to the New Jersey CRC^1^, the state reported over $800 million in cannabis sales in 2023, growing more than 44% year-over-year. 4^th^ quarter sales were a new quarterly record, reporting over $220 million in cannabis sales, growing 7% quarter over quarter.

^1^	CRC Website

![](ex10_001.jpg)

Related Party Transaction Disclosure

ABCO is a related party to the Company as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101") and the Note constitutes a "related party transaction" as defined in MI 61-101. The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(b) and 5.7(1)(a) of MI 61-101 on the basis that the Company is not listed on a specified market and the fair market value of the Note is less than 25 per cent of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the issuance of the Note as the details of the Note were not settled until shortly prior to the its issuance.

About Grown Rogue

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, (iv) expectations for other economic, business, and/or competitive factors, and (v) statements regarding ABCO’s New Jersey facility, including that Phase I of construction will remain substantially on schedule and on budget, the timing of final approvals, the commencement of sales in the fourth quarter of 2024, the completion of Phase II in the first quarter of 2025, sales commencing in the second quarter of 2025 for Phase II of the facility, and the expected production of 1,000 pounds of whole flower per month following the completion of Phase II. 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.

2
![](ex10_001.jpg)

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

Exhibit 11

Form 51-102F3

Material Change Report

Item 1	Name and 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
---	---
	June 25, 2024 and June 27, 2024
Item 3	News Release
---	---
	Two news releases were issued by the Company on June 28, 2024 and July 3, 2024 respectively through the facilities of Cision and were subsequently filed on SEDAR+.
Item 4	Summary of Material Change
---	---
	On June 28, 2024, Grown Rogue announced that, further to its press release dated June 24, 2024, it completed a reorganization of the Company’s share capital (the “Share Reorganization”), as approved by the shareholders of the Company at its annual and special meeting held on June 24, 2024 (the “Meeting”).
	On July 3, 2024, Grown Rogue announced that it had entered secured drawdown promissory note agreement dated June 25, 2024 (the “Note”) with ABCO Garden State, LLC (“ABCO”), a New Jersey Class 1 licensed cultivator. Grown Rogue owns 44% of ABCO, with an option to acquire an additional 26% of ABCO, subject to regulatory approval.
Item 5.1	Full Description of Material Change
---	---
	Share Reorganization
	On June 28, 2024, Grown Rogue announced that, further to its press release dated June 24, 2024, it has completed the Share Reorganization, as approved by the shareholders of the Company at the Meeting.
	Pursuant to the Share Reorganization, the Company amended its articles to redesignate its existing class of common shares without par value in the capital of the Company as Subordinate Voting Shares (“SV Shares”) and created a new class of unlisted Multiple Voting Shares (“MV Shares”).
	The new CUSIP and ISIN for the SV Shares are 39986R304 and CA39986R3045, respectively. The trading symbol for the SV Shares remains “GRIN” on the Canadian Securities Exchange. The record date for the Share Reorganization was June 26, 2024, and the Share Reorganization became effective on June 27, 2024.
	The Company has received conversion notices from holders of 75,194,941 SV Shares, converting their SV Shares into 75,194.941 MV Shares (the “SV Conversion”). Following the completion of the SV Conversion, the Company has 143,421,864 SV Shares and 75,194.941 MV Shares outstanding.

- 2 -

Grown Rogue Equity Capitalization
Prior to the Share Reorganization
****	Shares Outstanding	Total Votes
Common Shares	218,616,805	218,616,805
Following the Completion of the Share Reorganization
****	Shares Outstanding	Total Votes
Subordinate Voting Shares	143,421,864	143,421,864
Multiple Voting Shares	75,194.941	75,194,941
Total	143,497,059	218,616,805
Promissory Note
---
On July 3, 2024, Grown Rogue announced that it had entered into the Note with ABCO, a New Jersey Class 1 licensed cultivator. As of today, Grown Rogue owns 44% of ABCO, with an option to acquire an additional 26% of ABCO, subject to regulatory approval.
The key deal terms are as follows:
●	Grown Rogue will lend up to US$3,000,000 to ABCO under the Note to support ongoing construction and working capital as ABCO ramps its operations. On June 25, 2024, Grown Rogue advanced $500,000 to ABCO, representing the first drawdown under the Note.
---	---
●	The Note has preferential repayment, and interest on the outstanding principal will accrue at 10.5% per annum.
●	The Note, including all accrued and unpaid interest, shall be due and payable on June 25, 2025.
ABCO is a related party to the Company as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the Note constitutes a “related party transaction” as defined in MI 61-101. The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(b) and 5.7(1)(a) of MI 61-101 on the basis that the Company is not listed on a specified market and the fair market value of the Note is less than 25 per cent of the Company’s market capitalization, as determined in accordance with MI 61-101.
The purpose and business reason for the transaction was to finance the Company’s New Jersey business operations conducted by ABCO. It is anticipated that the Note will positively impact the Company’s business and affairs by enhancing its operational control and financial returns from these activities.
The Note was reviewed and unanimously approved by the Company’s Board of Directors, which determined that the Note 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 Note was unanimously approved by the Board of Directors.
This material change report was filed less than 21 days before the issuance of the Note (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 Note were not finalized 21 days before the Closing Date, and the applicable parties wished to enter into the Note as expeditiously as possible for sound business reasons. There have been no prior valuations of ABCO that are relevant to the above-described Note made within the 24-month period before the date of this material change report.

- 3 -

Item 6	Reliance on Subsection 7.1(2) of National Instrument 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

July 3, 2024.

FORWARD-LOOKING STATEMENTS

This material change report 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, (iv) expectations for other economic, business, and/or competitive factors, and (v) statements regarding ABCO’s New Jersey facility, including statements regarding its operations, construction and future advances under the Note. 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+.

- 4 -

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.

GRUSF 6-K