Grown Rogue International Inc. announced a non-brokered private placement of unsecured convertible debentures with an aggregate principal amount of up to $5,000,000 on July 4, 2023. Each subscriber under the offering shall receive one-half of one common share purchase warrant for each CAD 0.24 ($0.18) of principal amount subscribed. The debentures will mature four years from the closing date, bear interest at a rate equal to 9% per annum, payable in united states currency on the last business day of the month following the end of each calendar quarter and are convertible as set forth below into common shares of the company.

The debenture holders will be entitled, at their option, to convert, at any time on or prior to the maturity date, the outstanding Principal Amount and accrued interest into shares at a price per share equal to CAD 0.24 ($0.18). The company may elect to prepay the principal amount together with any interest thereon prior to the maturity date upon providing 30 days’ notice to the debenture holder. Each full Warrant will be exercisable into one share at an exercise price of CAD 0.28 ($0.21) for a period of three years from the closing date and are subject to an acceleration clause that in the event that the shares close at or above CAD 0.40 ($0.30) per share on the Canadian Securities Exchange for ten consecutive trading days, the warrant expiry date shall accelerate to 90 days following notice of the acceleration event.

The offering is expected to close in multiple tranches within 30 days, with the first closing occurring on or about July 14, 2023. The debentures, the warrants as well as the underlying shares, will be subject to a statutory hold period for a period of four months and one day from the closing date. The company may, at its option, increase the offering by an additional $1,000,000 for gross proceeds of up to $6,000,000.