Grown Rogue International Inc.

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.

Grown Rogue has two classes of equity shares: subordinate voting shares (“SVS”) and multiple voting shares (“MVS”). SVS are publicly traded on the CSE and are entitled to one vote.  MVS are not publicly traded, can convert to SVS at a ratio of 1 MVS to 1,000 SVS, and are entitled to 1,000 votes per MVS.

There are 143,421,864 SVS outstanding and 75,194.941 MVS convertible to 75,194,941 outstanding for a total outstanding SVS of 218,616,805 on an as-converted basis.

Please see Schedule “A” to Grown Rogue’s management information circular dated May 14, 2024 for a further description of the SVS and MVS.