On December 5, 2022, Grown Rogue International Inc. closed the non-brokered private placement of convertible debentures with an aggregate principal amount of $2,000,000. The transaction included participation from Mindset Capital and Insiders of the company invested $50,000 in the convertible debentures. The Convertible Debentures bear an interest of 9% per year, paid quarterly, and mature 36 months from the date of issue.

Additionally, on closing, the Company issued to the purchasers of the Convertible Debentures an aggregate of 6,716,499 warrants that represent 50% coverage of each purchaser's Convertible Debenture investment. The Convertible Debentures and Warrants issued pursuant to the private placement are subject to a statutory hold period of four months and one day from the closing date. The company received $1,850,000 from 5 investors pursuant to exemption provided under Regulation D.