MEDFORD, Ore. – Grown Rogue International Inc., a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, issued 9,947,312 common shares 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.

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.