6-K

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: March 28, 2023

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 Reports First Quarter 2023 Results, Record Operating Cash Flow and Free Cash Flow, as filed on Sedar March 27, 2023
2.	Unaudited Condensed Interim Consolidated Financial Statements for the three months ended January 31, 2023 and 2022, as filed on Sedar on March 27, 2023
3.	Form 51-102F1 Management Discussion & Analysis for the three months ended January 31, 2023, as filed on Sedar on March 27, 2023
4.	Form 52-109FV2 CEO Certification of Interim Filings Venture Issuer Basic Certificate, as filed on Sedar on March 27, 2023
5.	Form 52-109FV2 CFO Certification of Interim Filings Venture Issuer Basic Certificate, as filed on Sedar on March 27, 2023

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 March 28, 2023	GROWN ROGUE INTERNATIONAL INC.
	(FORMERLY: NOVICIUS CORP.)
	By:	/s/ Obie Strickler
	Name:	Obie Strickler
	Title:	President & Chief Executive Officer

EX-99.1

Exhibit 1

Grown Rogue Reports First Quarter 2023 Results, Record Operating Cash Flow and Free Cash Flow

● Revenue of $4.5M compared to $3.7M in Q1 2022, an increase of 21%

● Operating Cash Flow (OCF), before changes in working capital (WC), of $1.3M compared to $0.5M in Q1 2022, an increase of 176%

● Free Cash Flow¹ (FCF) of $0.8M, after $0.4M spend on WC and capital expenditures

● Ended quarter with $3.5M of cash on hand, after $0.4M in debt repayment in the quarter

● Closed a $2.0M convertible debenture financing at 9% interest and half warrant coverage

Medford, Oregon, March 28, 2023 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company operating in Oregon and Michigan, is pleased to report its fiscal first quarter 2023 results for the three months ended January 31, 2023. All financial information is provided in U.S. dollars unless otherwise indicated.

First Quarter 2023 Financial Summary ($USD Millions)

First Quarter 2023 Summary	Q1 2023			Q1 2022			+/- %
Revenue		4.5			3.7			+21%
aEBITDA		1.3			1.0			+33%
aEBITDA %		29.5	%		26.9	%		+2.6%
OCF (Before Changes in WC)		1.3			0.5			+176%
OCF %		28.4	%		12.5	%		+15.9%

Management Commentary

“We continue to demonstrate our operating abilities by generating substantial free cash flow margins while operating in extremely competitive markets. Our financial results for Q1 2023 were improved from Q4 2022 due to of our continued pursuit of operating efficiencies, and a modest increase in average wholesale pricing in Oregon,” said Obie Strickler, CEO of Grown Rogue.

“As we move forward, we are proactively ramping up our genetics programs in both Oregon and Michigan to make sure we stay on the front line of delivering industry-leading quality to our consumers. We believe that our philosophy and practice of constant iteration and improvement will engender more customer trust and deepen the relationship we have with our existing fans,” Mr. Strickler continued.

“Regarding capital allocation, we continue to focus on producing free cash flow to best position ourselves to meet our balance sheet obligations while being prepared for new market opportunities, using only a modest amount on increased working capital. With our internal cash generation and the recent $2M convertible debenture capital raise, we feel confident in our ability to take advantage of high-quality opportunities as they arise.

I want to thank the entire Grown Rogue team for their continued efforts and look forward to updating investors on our new market efforts in due course.”

Oregon Market Highlights ($USD Millions)

Oregon	Q1 2023			Q1 2022			+/- %
Revenue		2.0			1.4			+41%
aEBITDA		0.7			0.4			+79%
aEBITDA Margin %		37.4	%		29.4	%		+8%

● #1 Flower brand for seven consecutive quarters, according to LeafLink’s MarketScape data

● Grown Rogue increased Oregon sungrown capacity with a lease option of 35 additional acres in Oregon’s Rogue Valley, that includes an addition cultivation license

● Focusing on increasing market share by launching craft pre-roll products in Q2-Q3 2023

Michigan Market Highlights ($USD Millions)

Michigan	Q1 2023			Q1 2022			+/- %
Revenue		2.6			2.3			+10%
aEBITDA		1.1			1.0			+10%
aEBITDA Margin %		43.6	%		43.5	%		+0.1%

● Grown Rogue exercised its option and acquired 87% of Canopy Management, LLC resulting in its controlling interest in Golden Harvests, LLC

● Launching strain specific packaging in Q2-Q3 2023 which has garnered significant interest from customers

Michigan operations are through Golden Harvests, LLC.

2

Financial Statements and aEBITDA reconciliation

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	January 31, 2023			October 31, 2022
	$			$
ASSETS
Current assets
Cash and cash equivalents		3,488,046			1,582,384
Accounts receivable (Note 18)		1,276,546			1,643,959
Biological assets (Note 3)		1,434,080			1,199,519
Inventory (Note 4)		3,614,247			3,131,877
Prepaid expenses and other assets		362,345			352,274
Total current assets		10,175,264			7,910,013
Property and equipment (Note 8)		7,880,350			7,734,901
Intangible assets and goodwill (Note 9)		725,668			725,668
TOTAL ASSETS		18,781,282			16,370,582
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		1,664,264			1,821,875
Current portion of lease liabilities (Note 7)		1,280,277			1,025,373
Current portion of long-term debt (Note 10)		1,956,428			1,769,600
Current portion of convertible debentures (Note 11)		194,426			-
Business acquisition consideration payable (Note 5)		360,000			360,000
Unearned revenue		52,318			28,024
Derivative liability (Note 11.1)		721,849			-
Income tax		311,032			311,032
Total current liabilities		6,540,594			5,315,904
Lease liabilities (Note 7)		1,251,759			1,275,756
Long-term debt (Note 10)		339,664			839,222
Convertible debentures (Note 11)		1,062,828			-
TOTAL LIABILITIES		9,194,845			7,430,882
EQUITY
Share capital (Note 12)		21,894,633			21,858,827
Shares issuable (Note 12)		-			35,806
Contributed surplus (Notes 13, 14)		6,560,714			6,505,092
Accumulated other comprehensive loss		(111,035	)		(109,613	)
Accumulated deficit		(19,531,463	)		(21,356,891	)
Equity attributable to shareholders		8,812,849			6,933,221
Non-controlling interests (Note 22)		773,588			2,006,479
TOTAL EQUITY		9,586,437			8,939,700
TOTAL LIABILITIES AND EQUITY		18,781,282			16,370,582

3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	Three months ended January 31,
	2023			2022
	$			$
Revenue
Product sales		4,530,540			3,732,713
Total revenue		4,530,540			3,732,713
Cost of goods sold
Cost of finished cannabis inventory sold (Note 4)		(2,037,281	)		(1,699,026	)
Gross profit, excluding fair value items		2,493,259			2,033,687
Realized fair value amounts in inventory sold		(606,715	)		(1,010,478	)
Unrealized fair value gain on growth of biological assets		630,872			1,289,514
Gross profit		2,517,416			2,312,723
Expenses
Accretion expense		164,108			151,687
Amortization of property and equipment		115,639			52,010
General and administrative		1,535,242			1,603,926
Share-based compensation		55,622			18,487
Total expenses		1,870,611			1,826,110
Income from operations		646,805			486,613
Other income and (expense)
Interest expense		(99,504	)		(114,660	)
Other income (expense)		223,774			(5,440	)
Unrealized loss on marketable securities		-			(167,804	)
Unrealized gain on derivative liability		64,360			-
Loss on disposal of property and equipment		(168,144	)		(6,250	)
Gain from operations before income tax		667,291			192,459
Income tax		(74,754	)		(37,018	)
Net income		592,537			155,441
Other comprehensive income (items that may be subsequently reclassified to profit & loss)
Currency translation loss		(1,422	)		(13,658	)
Total comprehensive income		591,115			141,783
Gain per share attributable to owners of the parent – basic and diluted		0.01			0.00
Weighted average shares outstanding – basic and diluted		169,193,812			164,976,815
Net income (loss) for the period attributable to:
Non-controlling interest		(339,408	)		564,607
Shareholders		931,945			(409,166	)
Net income		592,537			155,441
Comprehensive income (loss) for the period attributable to:
Non-controlling interest		(339,408	)		564,607
Shareholders		930,523			(422,824	)
Total comprehensive income		591,115			141,783

4

	Three months ended January 31,
CONSOLIDATED CASH FLOW STATEMENTS	2023			2022
	$			$
Operating activities
Net income		592,537			155,441
Adjustments for non-cash items in net income:
Amortization of property and equipment		115,639			52,010
Amortization of property and equipment included in costs of inventory sold		276,562			147,463
Unrealized gain on changes in fair value of biological assets		(630,872	)		(1,289,514	)
Changes in fair value of inventory sold		606,715			1,010,478
Share-based compensation		-			7,499
Stock option expense		55,622			54,797
Accretion expense		164,108			151,685
Loss on disposal of property & equipment		168,144			6,250
Unrealized loss on marketable securities		-			167,804
Gain on fair value of derivative liability		(64,360	)		-
Effects of foreign exchange		933			1,807
		1,285,028			465,720
Changes in non-cash working capital (Note 15)		(419,285	)		(389,648	)
Net cash provided by operating activities		865,743			76,072
Investing activities
Purchase of property and equipment and intangibles		(36,378	)		(574,595	)
Payments of acquisition payable		-			(2,000	)
Net cash used in investing activities		(36,378	)		(576,595	)
Financing activities
Proceeds from convertible debentures		2,000,000			-
Proceeds from long-term debt		-			100,000
Proceeds from private placement		-			1,300,000
Repayment of long-term debt		(420,730	)		(218,710	)
Repayment of convertible debentures		(15,000	)		-
Payments of lease principal		(487,973	)		(186,922	)
Net cash provided by financing activities		1,076,297			944,368
Change in cash		1,905,662			493,845
Cash balance, beginning		1,582,384			1,114,033
Cash balance, ending		3,488,046			1,607,878

5

SEGMENTED aEBITDA – THREE MONTHS ENDED JANUARY 31, 2023	Oregon			Michigan			Corporate			Consolidated
Sales revenues		1,955,720			2,574,820			-			4,530,540
Costs of goods sold, excluding fair value (“FV”) adjustments		(936,086	)		(1,101,195	)		-			(2,037,281	)
Gross profit before fair value adjustments		1,019,634			1,473,625			-			2,493,259
Net fair value adjustments		(78,012	)		102,169			-			24,157
Gross profit		941,622			1,575,794			-			2,517,416
Operating expenses:
General and administration		494,918			474,928			565,396			1,535,242
Depreciation and amortization		30,939			60,839			23,861			115,639
Share based compensation		-			-			55,622			55,622
Other income and expense:
Loss on sale of assets		(168,144	)		-			-			(168,144	)
Interest and accretion		(75,187	)		(60,685	)		(127,740	)		(263,612	)
Unrealized loss on derivative liability		-			-			64,360			64,360
Other income and expense		222,220			-			1,554			223,774
Net income (loss) before income tax		394,654			979,342			(706,705	)		667,291
Income tax		24,754			50,000			-			74,754
Net income after tax		369,900			929,342			(706,705	)		592,537
Add back (deduct) from net income after tax:
Net FV adjustments in costs of goods sold		78,012			(102,169	)		-			(24,157	)
Amortization of property & equipment included in cost of sales		152,443			124,119			-			276,562
Interest and accretion expense		75,187			60,685			127,740			263,612
Amortization of property and equipment		30,939			60,839			23,861			115,639
Share-based compensation		-			-			55,622			55,622
Unrealized gain on derivative liability		-			-			(64,360	)		(64,360	)
Income tax expense		24,754			50,000			-			74,754
EBITDA		731,235			1,122,816			(563,842	)		1,290,209
Add back to EBITDA:
Compliance costs		-			-			17,997			17,997
Costs associated with acquisition of Golden Harvests		-			-			30,000			30,000
aEBITDA		731,235			1,122,816			(515,845	)		1,338,206
aEBITDA margin %		37.4	%		43.6	%		-			29.5	%

NOTES:

1. The Company’s “Free cash flow” metric is defined by cash flow from operations minus capital expenditures.

2. The Company’s “aEBITDA,” or “Adjusted EBITDA,” is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines “EBITDA” as the Company’s net income or loss for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on derecognition of derivative liabilities, the effects of fair-value accounting for biological assets and inventory, as well as other non-cash items and items not representative of operational performance as reported in net income (loss). Adjusted EBITDA is defined as EBITDA adjusted for the impact of various significant or unusual transactions. The Company believes that this is a useful metric to evaluate its operating performance.

6

NON-IFRS FINANCIAL MEASURES

EBITDA and aEBITDA are non-IFRS measures and do not have standardized definitions under IFRS. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the IFRS financial measures presented herein. Accordingly, the following information provides reconciliations of the supplemental non-IFRS financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS.

About Grown Rogue

Grown Rogue International (CSE: GRIN | OTC: GRUSF) is a craft cannabis company focused on delighting customers with premium flower and flower-derived products at fair prices. Our roots are in Southern Oregon where we have demonstrated our capabilities in the highly competitive and discerning Oregon market and, more recently, we successfully expanded our platform to Michigan. We combine our passion for product and value with a disciplined approach to growth, prioritizing profitability and return on capital. Our strategy is to pursue capital efficient methods to expand into new markets, bringing our craft quality and value to more consumers. We also continue to make modest investments to improve our outdoor craft cultivation capabilities in preparation for eventual interstate commerce.

7

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.

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.sedar.com. 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 International please visit www.grownrogue.com or contact:

Obie Strickler

Chief Executive Officer

Obie@grownrogue.com

Jakob Iotte

Director of Business

Development and IR

Jakeiotte@grownrogue.com

(458) 226-2100

8

EX-99.2

Exhibit 2

GROWN ROGUE INTERNATIONAL INC.

Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months ended January 31, 2023, and 2022

Expressed in United States Dollars

NOTICE TO READER

The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company’s
management and the Company’s independent auditors have not performed a review of these interim financial statements.

Table of Contents

Consolidated Statements of Financial Position	3
Consolidated Statements of Comprehensive Income	4
Consolidated Statements of Changes in Equity	5
Consolidated Statements of Cash Flows	6

Notes to the Consolidated Financial Statements

1.	Corporate Information and Defined Terms	7
2.	Significant Accounting Policies and Judgments and Defined Terms	9
3.	Biological Assets	11
4.	Inventory	12
5.	Business combinations	12
6.	Other investments and purchase deposits	13
7.	Leases	14
8.	Property and Equipment	14
9.	Intangible assets and goodwill	15
10.	Long-term Debt	15
11.	Convertible Debentures	17
12.	Share Capital and Shares Issuable	18
13.	Warrants	19
14.	Stock Options	20
15.	Changes in Non-Cash Working Capital	21
16.	Supplemental Cash Flow Disclosure	21
17.	Related Party Transactions	22
18.	Financial Instruments	24
19.	General and Administrative Expenses	26
20.	Capital Disclosures	27
21.	Segment Reporting	27
22.	Non-controlling Interests	28

i

Grown Rogue International Inc.

Condensed Interim Consolidated Statements of Financial Position

Unaudited - Expressed in United States Dollars

	January 31, 2023			October 31, 2022
	$			$
ASSETS
Current assets
Cash and cash equivalents		3,488,046			1,582,384
Accounts receivable (Note 18)		1,276,546			1,643,959
Biological assets (Note 3)		1,434,080			1,199,519
Inventory (Note 4)		3,614,247			3,131,877
Prepaid expenses and other assets		362,345			352,274
Total current assets		10,175,264			7,910,013
Property and equipment (Note 8)		7,880,350			7,734,901
Intangible assets and goodwill (Note 9)		725,668			725,668
TOTAL ASSETS		18,781,282			16,370,582
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		1,664,264			1,821,875
Current portion of lease liabilities (Note 7)		1,280,277			1,025,373
Current portion of long-term debt (Note 10)		1,956,428			1,769,600
Current portion of convertible debentures (Note 11)		194,426			-
Business acquisition consideration payable (Note 5)		360,000			360,000
Unearned revenue		52,318			28,024
Derivative liability (Note 11.1)		721,849			-
Income tax		311,032			311,032
Total current liabilities		6,540,594			5,315,904
Lease liabilities (Note 7)		1,251,759			1,275,756
Long-term debt (Note 10)		339,664			839,222
Convertible debentures (Note 11)		1,062,828			-
TOTAL LIABILITIES		9,194,845			7,430,882
EQUITY
Share capital (Note 12)		21,894,633			21,858,827
Shares issuable (Note 12)		-			35,806
Contributed surplus (Notes 13, 14)		6,560,714			6,505,092
Accumulated other comprehensive loss		(111,035	)		(109,613	)
Accumulated deficit		(19,531,463	)		(21,356,891	)
Equity attributable to shareholders		8,812,849			6,933,221
Non-controlling interests (Note 22)		773,588			2,006,479
TOTAL EQUITY		9,586,437			8,939,700
TOTAL LIABILITIES AND EQUITY		18,781,282			16,370,582

Going Concern (Note 2)

Approved on behalf of the Board of Directors:

Signed “J. Obie Strickler”, Director Signed “Stephen Gledhill”, Director

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Pg 1 of 27

Grown Rogue International Inc.

Condensed Interim Consolidated Statements of Comprehensive Income

Unaudited - Expressed in United States Dollars

	Three months ended January 31,
	2023			2022
	$			$
Revenue
Product sales		4,530,540			3,732,713
Total revenue		4,530,540			3,732,713
Cost of goods sold
Cost of finished cannabis inventory sold (Note 4)		(2,037,281	)		(1,699,026	)
Gross profit, excluding fair value items		2,493,259			2,033,687
Realized fair value amounts in inventory sold		(606,715	)		(1,010,478	)
Unrealized fair value gain on growth of biological assets		630,872			1,289,514
Gross profit		2,517,416			2,312,723
Expenses
Accretion expense		164,108			151,687
Amortization of property and equipment		115,639			52,010
General and administrative		1,535,242			1,603,926
Share-based compensation		55,622			18,487
Total expenses		1,870,611			1,826,110
Income from operations		646,805			486,613
Other income and (expense)
Interest expense		(99,504	)		(114,660	)
Other income (expense)		223,774			(5,440	)
Unrealized loss on marketable securities		-			(167,804	)
Unrealized gain on derivative liability		64,360			-
Loss on disposal of property and equipment		(168,144	)		(6,250	)
Gain from operations before income tax		667,291			192,459
Income tax		(74,754	)		(37,018	)
Net income		592,537			155,441
Other comprehensive income (items that may be subsequently reclassified to profit & loss)
Currency translation loss		(1,422	)		(13,658	)
Total comprehensive income		591,115			141,783
Gain per share attributable to owners of the parent – basic and diluted		0.01			0.00
Weighted average shares outstanding – basic and diluted		169,193,812			164,976,815
Net income (loss) for the period attributable to:
Non-controlling interest		(339,408	)		564,607
Shareholders		931,945			(409,166	)
Net income		592,537			155,441
Comprehensive income (loss) for the period attributable to:
Non-controlling interest		(339,408	)		564,607
Shareholders		930,523			(422,824	)
Total comprehensive income		591,115			141,783

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Pg 2 of 27

Grown Rogue International Inc.

Condensed Interim Consolidated Statements of Changes in Equity

Unaudited - Expressed in United States Dollars

	Number of common shares		Share capital		Shares issuable			Contributed surplus		Currency translation reserve			Accumulated deficit			Non-controlling interests			Total equity
	#		$		$			$		$			$			$			$
Balance - October 31, 2022		170,632,611		21,858,827		35,806			6,505,092		(109,613	)		(21,356,891	)		2,006,479			8,939,700
Issuance of shares underlying shares issuable (Note 12.1)		200,000		35,806		(35,806	)		-		-			-			-			-
Stock option vesting expense		-		-		-			55,622		-			-			-			55,622
Currency translation adjustment		-		-		-			-		(1,422	)		-			-			(1,422	)
Exercise of option to acquire 87% of Canopy membership units											-			893,483			(893,483	)		-
Net income (loss)		-		-		-			-		-			931,945			(339,408	)		592,537
Balance - January 31, 2023		170,832,611		21,894,633		-			6,560,714		(111,035	)		(19,531,463	)		773,588			9,586,437

	Number of common shares		Share capital		Shares issuable			Contributed surplus		Currency translation reserve			Accumulated deficit			Non-controlling interests		Total equity
	#		$		$			$		$			$			$		$
Balance - October 31, 2021		156,936,876		20,499,031		74,338			6,407,935		(90,378	)		(21,804,349	)		2,003,986		7,120,563
Shares issued for employment, director, & consulting services (Note 12.2)		311,835		46,031		(38,532	)		-		-			-			-		7,499
Private placement of shares (Note 12.3)		13,166,400		1,300,000		-			-		-			-			-		1,300,000
Stock option vesting		-		-		-			54,797		-			-			-		87,333
Currency translation adjustment		-		-		-			-		(13,658	)		-			-		(16,479	)
Net income		-		-		-			-					409,166			564,607		155,441
Balance – January 31, 2022		170,415,111		21,845,062		35,806			6,462,732		(104,036	)		(22,213,515	)		2,598,593		8,624,642

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Pg 3 of 27

Grown Rogue International Inc.

Condensed Interim Consolidated Cash Flow Statements

Unaudited - Expressed in United States Dollars

	Three months ended January 31,
	2023			2022
	$			$
Operating activities
Net income		592,537			155,441
Adjustments for non-cash items in net income:
Amortization of property and equipment		115,639			52,010
Amortization of property and equipment included in costs of inventory sold		276,562			147,463
Unrealized gain on changes in fair value of biological assets		(630,872	)		(1,289,514	)
Changes in fair value of inventory sold		606,715			1,010,478
Share-based compensation		-			7,499
Stock option expense		55,622			54,797
Accretion expense		164,108			151,685
Loss on disposal of property & equipment		168,144			6,250
Unrealized loss on marketable securities		-			167,804
Gain on fair value of derivative liability		(64,360	)		-
Effects of foreign exchange		933			1,807
		1,285,028			465,720
Changes in non-cash working capital (Note 15)		(419,285	)		(389,648	)
Net cash provided by operating activities		865,743			76,072
Investing activities
Purchase of property and equipment and intangibles		(36,378	)		(574,595	)
Payments of acquisition payable		-			(2,000	)
Net cash used in investing activities		(36,378	)		(576,595	)
Financing activities
Proceeds from convertible debentures		2,000,000			-
Proceeds from long-term debt		-			100,000
Proceeds from private placement		-			1,300,000
Repayment of long-term debt		(420,730	)		(218,710	)
Repayment of convertible debentures		(15,000	)		-
Payments of lease principal		(487,973	)		(186,922	)
Net cash provided by financing activities		1,076,297			944,368
Change in cash		1,905,662			493,845
Cash balance, beginning		1,582,384			1,114,033
Cash balance, ending		3,488,046			1,607,878

Supplemental cash flow disclosures (Note 16)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Pg 4 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

1. Corporate Information and Defined Terms

1.1 Corporate Information

These unaudited condensed interim consolidated financial statements for the three months ended January 31, 2023, and 2022, include the accounts of Grown Rogue International Inc. and its subsidiaries. The registered office is located at 40 King St W Suite 5800, Toronto, ON M5H 3S1.

Grown Rogue International Inc.’s subsidiaries and ownership thereof are summarized in the table below.

Company	Ownership	Defined Term
Grown Rogue International Inc.	100% owner of GR Unlimited	The “Company”
Grown Rogue Unlimited, LLC	100% by the Company	“GR Unlimited”
Grown Rogue Gardens, LLC	100% by Grown Rogue Unlimited, LLC	“GR Gardens”
GRU Properties, LLC	100% by Grown Rogue Unlimited, LLC	“GRU Properties”
GRIP, LLC	100% by Grown Rogue Unlimited, LLC	“GRIP”
Grown Rogue Distribution, LLC	100% by Grown Rogue Unlimited, LLC	“GR Distribution”
GR Michigan, LLC	87% by Grown Rogue Unlimited, LLC	“GR Michigan”
Idalia, LLC	60% by Grown Rogue Unlimited, LLC	“Idalia”
Canopy Management, LLC	87% by Grown Rogue Unlimited, LLC	“Canopy”
Golden Harvests, LLC	60% by Canopy Management, LLC	“Golden Harvests”

The Company is primarily engaged in the business of growing and selling cannabis products. The primary cannabis product produced and sold is cannabis flower.

1.2 Defined Terms

Following are certain defined terms used herein:

Term	Defined Term	Reference
General terms:
International Financial Reporting Standards	“IFRS”
International Accounting Standards	“IAS”
United States dollar	“U.S. dollar”
Fair value less costs to sell	“FVLCTS”
Terms related to the Company’s locations:
Outdoor grow property located in Trail, Oregon leased from CEO	“Trail”
Outdoor post-harvest facility located in Medford, Oregon leased from CEO	“Lars”
Terms related to officers and directors of the Company:
President & Chief Executive Officer	“CEO”
Chief Financial Officer	“CFO”
Senior Vice President of GR Unlimited	“SVP”
Chief Operating Officer (position eliminated in December 2021)	“COO”

Pg 5 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Term	Defined Term	Reference
Terms related to transactions with High Street Capital Partners, LLC:
High Street Capital Partners, LLC	“HSCP”	Note 6.1
Agreement of the Company to acquire substantially all of the assets of the growing and retail operations of HSCP	“HSCP Transaction”	Note 6.1
Management Services Agreement with HSCP	“HSCP MSA”	Note 6.1
Principal Payment of $500,000 due to HSCP on May 1, 2023	“First Principal Payment”	Note 10.2
Terms related to transactions with Plant-Based Investment Corp.:
Plant-Based Investment Corp., formerly related party	“PBIC”
Unsecured promissory note agreement with PBIC of September 9, 2021	“PBIC Note”	Note 10.1
The Company’s sun-grown A-flower 2021 harvest, defined in the PBIC Note	“Harvest”	Note 10.1
The Company’s former ownership of 2,362,204 shares of PBIC	“PBIC Shares”	Note 10.1
2766923 Ontario Inc., receiver of PBIC Shares from the Company as part of the settlement of the PBIC Note	“Creditor”	Note 10.1
Terms related to Convertible Debentures issued in December 2022:
Convertible debentures with aggregate principal amount of $2,000,000 issued in December 2022	“Convertible Debentures”	Note 11.1
Purchasers of Convertible Debentures	“Purchasers”	Note 11.1
6,716,499 warrants issued to the Purchasers	“Warrants”	Note 11.1
Terms related to December 2021 non-brokered private placement of common shares:
Non-brokered private placement of common shares (“Private Placement”) for total gross proceeds of $1,300,000	“Private Placement”	Note 12.3
Terms related to March 2021 brokered private placement of special warrants:
Agent for March 2021 brokered private placement of special warrants	“Agent”	Note 13.1
March 2021 brokered private placement of special warrants	“Offering”
An aggregate of 1,127,758 broker warrants of the Company	“Broker Warrants”	Note 13.1
Compensation options, resulting from exercise of Broker Warrants	“Compensation Options”	Note 13.1
Warrants for consideration of advisory services issued to the Agent	“Advisory Warrants”	Note 13.1
The Broker Warrants and Advisory Warrants referred to collectively	“Agent Warrants”	Note 13.1
One unit of the Company resulting from exercise of a Compensation Option, comprised of one common share and one common share purchase warrant	“Compensation Unit”	Note 13.1
Warrant resulting from Compensation Option	“Compensation Warrant”	Note 13.1
Terms related to non-controlling interest transactions with GR Distribution
Equity units of GR Distribution	“GR Distribution Units”	Note 22.3

Pg 6 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

2. Significant Accounting Policies and Judgments and Defined Terms

2.1 Statement of Compliance and Going Concern

The financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting, applicable to a going concern, which contemplates the realization of assets and liabilities in the normal course of business as they become due.

The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to discharge its liabilities as they become due and generate positive cash flows from operations. Although during the three months ended January 31, 2023, the Company generated net income of approximately $0.6 million, it has historically incurred net losses, and as of that date, the Company’s accumulated deficit was approximately $19.5 million. These conditions have resulted in material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and to meet its obligations will be dependent upon successful sales of product and generating positive cash flows from operations as well as obtaining suitable financing. The accompanying financial statements do not reflect any adjustment that might result from the outcome of this uncertainty. If the going concern assumption is not used, then the adjustments required to report the Company’s assets and liabilities at liquidation values could be material to these financial statements.

These financial statements do not include all disclosures required by IFRS for annual audited consolidated financial statements and accordingly should be read in conjunction with our annual consolidated financial statements for the year ended October 31, 2022. These unaudited condensed interim financial statements were authorized for issuance by the Board of Directors on March 27, 2023.

2.2 Basis of Consolidation

The subsidiaries are those companies controlled by the Company, as the Company is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries by way of its ownership and rights pertaining to the subsidiaries. The financial statements of subsidiaries are included in these financial statements from the date that control commences until the date control ceases. All intercompany balances and transactions have been eliminated upon consolidation.

2.3 Basis of Measurement

These financial statements have been prepared on a historical cost basis except for certain financial instruments and biological assets, which are measured at fair value, as described herein.

2.4 Functional and Presentation Currency

The Company’s functional currency is the Canadian dollar, and the functional currency of its subsidiaries is the United States dollar. These financial statements are presented in U.S. dollars.

Transactions denominated in foreign currencies are initially recorded in the functional currency using exchange rates in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using exchange rates prevailing at the end of the reporting period. All exchange gains and losses are included in the statements of loss and comprehensive loss.

Pg 7 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company are expressed in U.S. Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive loss and reported as currency translation reserve in shareholders’ equity.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which, in substance, is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive loss.

The preparation of these financial statements requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses. Areas that have the most significant effect on the amounts recognized in the financial statements are disclosed in Note 3 of the Company’s consolidated financial statements for the year ended October 31, 2022. The accounting policies applied in these financial statements are consistent with those used in the Company’s consolidated financial statements for the year ended October 31, 2022, except for the adoption of new accounting policies (Note 2.5).

2.5 Adoption of New Accounting Pronouncements

Amendments to IAS 41: Agriculture

As part of its 2018-2020 annual improvements to IFRS standards process, the IASB issued amendments to IAS 41. The amendment removes the requirement in paragraph 22 of IAS 41 for entities to exclude taxation cash flow when measuring the fair value of a biological asset using a present value technique. This will ensure consistency with the requirements in IFRS 13. The amendment is effective for annual reporting periods beginning on or after January 1, 2022. The Company adopted the Amendments to IAS 41 effective November 1, 2022, which did not have material impact to the Company’s financial statements.

Amendments to IFRS 9: Financial Instruments

As part of its 2018-2020 annual improvements to IFRS standards process, the IASB issued amendments to IFRS 9. The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. An entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment. The amendment is effective for annual reporting periods beginning on or after January 1, 2022 with earlier adoption permitted. The Company adopted the Amendments to IFRS 9 effective November 1, 2022, which did not have material impact to the Company’s financial statements.

Pg 8 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Amendments to IAS 37: Onerous Contracts and the Cost of Fulfilling a Contract

The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts. The amendment is effective for annual periods beginning on or after January 1, 2022 with early application permitted. The Company adopted the Amendments to IAS 41 effective November 1, 2022, which did not have material impact to the Company’s financial statements.

2.6 New Accounting Pronouncements

Amendments to IAS 1: Classification of Liabilities as Current or Non-current

The amendment clarifies the requirements relating to determining if a liability should be presented as current or non-current in the statement of financial position. Under the new requirement, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. The amendment applies retrospectively for annual reporting periods beginning on or after January 1, 2024. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

IFRS 17 – Insurance Contracts

IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the standard. The objective of IFRS 17 is to ensure that an entity provides relevant information that faithfully represents those contracts. The standard is effective for annual periods beginning on or after January 1, 2023. The Company is currently evaluating the potential impact of this standard on the Company’s consolidated financial statements.

3. Biological Assets

Biological assets consist of cannabis plants, which reflect measurement at FVLCTS. Changes in the carrying amounts of biological assets for the three months ended January 31, 2023, are as follows:

	January 31, 2023			October 31, 2022
	$			$
Beginning balance		1,199,519			1,188,552
Purchased cannabis plants		1,053,662			4,567,108
Allocation of operational overhead		364,026			1,063,755
Change in FVLCTS due to biological transformation		630,872			3,278,572
Transferred to inventory upon harvest		(1,813,999	)		(8,898,468	)
Ending balance		1,434,080			1,199,519

Pg 9 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

FVLCTS is determined using a model which estimates the expected harvest yield for plants currently being cultivated, and then adjusts that amount for the expected selling price and also for any additional costs to be incurred, such as post-harvest costs.

The following significant unobservable inputs, all of which are classified as level 3 on the fair value hierarchy, were used by management as part of this model:

- Expected costs required to grow the cannabis up to the point of harvest

- Estimated selling price per pound

- Expected yield from the cannabis plants

- Estimated stage of growth – the Company applied a weighted average number of days out of the approximately 62-day growing cycle that biological assets have reached as of the measurement date based on historical evidence. The Company assigns fair value according to the stage of growth and estimated costs to complete cultivation.

							Impact of 20% change
	January 31, 2023			October 31, 2022			January 31, 2023		October 31, 2022
Estimated selling price per (pound)	$	831		$	817		$	266,067	$	246,397
Estimated stage of growth		53	%		49	%	$	220,203	$	204,814
Estimated flower yield per harvest (pound)		3,010			2,638		$	220,203	$	204,814

4. Inventory

The Company’s inventory composition is as follows:

	January 31, 2023		October 31, 2022
	$		$
Raw materials		161,758		134,926
Work in process		2,945,702		2,735,000
Finished goods		506,787		261,951
Ending balance		3,614,247		3,131,877

The cost of inventories, excluding changes in fair value, included as an expense and included in cost of goods sold for the three months ended January 31, 2023, was $2,037,281 (2022 - $1,699,026).

5. Business combinations

5.1 Golden Harvests

On May 1, 2021, the Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of $1,007,719 comprised of 1,025,000 common shares of the Company with a fair value of $158,181 and cash payments of $849,536. Consideration remaining to be paid at the date of these financial statements included cash payments of $360,00. During the three months ended January 31, 2023, 200,000 common shares issuable since May 1, 2021, with an aggregate fair value of $35,806, were issued.

Pg 10 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

On December 1, 2021, the Company and the seller of the 60% controlling interest in Golden Harvests agreed to extend the due date of the cash portion of business acquisition consideration payable until December 31, 2024, in exchange for monthly payments at a rate of 18% per annum. The Company may pay all or part of the cash portion of the business acquisition consideration payable prior to December 31, 2024. The following table summarizes the movement in business acquisition consideration payable.

Business acquisition consideration payable	$
Acquisition date fair value		370,537
Payments from acquisition date to January 31, 2023		(8,000	)
Application of prepayments		(4,000	)
Accretion		1,463
Balance – October 31, 2022 and January 31, 2023		360,000

6. Other investments and purchase deposits

6.1 Investment in assets sold by HSCP

On February 5, 2021, the Company agreed to acquire substantially all of the assets of the growing and retail operations pursuant to the HSCP Transaction, for an aggregate total of $3,000,000 in consideration, payable in a series of tranches, subject to receipt of all necessary regulatory and other approvals. A payment of $250,000 was to be due at closing and the payment of the remaining purchase price was to depend on the timing of the closing. If the closing were to take place before the 12-month anniversary date of the February 5, 2021, effective date, the remaining balance of $2,000,000 would be paid by a promissory note payable. If the closing were to take place after the 12-month anniversary date but before the 18-month anniversary date, the remaining balance would be paid $750,000 in cash and $1,250,000 by a promissory note payable. If the closing were to take place later than the 18-month anniversary date, the remaining $2,000,000 would be paid in cash. The Company also executed the HSCP MSA, a management services agreement, pursuant to which the Company agreed to pay $21,500 per month as consideration for services rendered thereunder, until the completion of the HSCP Transaction. In accordance with the MSA, the Company owned all production from the growing assets derived from the growing operations of HSCP, and the Company operated the growing facility of HSCP under the MSA until receipt of the necessary regulatory approvals relating to the acquisition by the Company of HSCP’s growing assets. The Company had no involvement with the retail operations contemplated in the agreement until the HSCP Transaction was completed.

On April 14, 2022, the HSCP Transaction closed with modifications to the original terms: the retail purchase was mutually terminated, and total consideration for the acquisition was reduced to $2,000,000. Upon closing, the Company had paid $750,000 towards the acquisition, and owed a promissory note payable with a principal sum of $1,250,000, of which $500,000 was on August 1, 2022, and $750,000 was on May 1, 2023. The agreement was amended August 1, 2022, as described at Note 10.2.

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Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

7. Leases

The following is a continuity schedule of lease liabilities.

	January 31, 2023			October 31, 2022
	$			$
Balance - beginning		2,301,129			2,360,438
Additions		718,880			1,030,439
Disposals		-			-
Interest expense on lease liabilities		61,763			243,360
Payments		(549,736	)		(1,333,098	)
Balance - ending		2,532,036			2,301,129
Current portion		1,280,277			1,025,373
Non-current portion		1,251,759			1,275,756

8. Property and Equipment

	Computer and Office Equipment		Production Equipment and Other			Leasehold Improvements			Right-of- use Assets			Total
COST	$		$			$			$			$
Balance - October 31, 2021		16,283		511,167			4,978,088			3,328,032			8,833,570
Additions		-		34,690			3,014,807			951,377			4,000,874
Disposals		-		(2,825	)		(10,375	)		-			(13,200	)
Balance - October 31, 2022		16,283		543,032			7,982,520			4,279,409			12,821,244
Additions		-		2,250			135,577			718,880			856,707
Disposals		-		(3,339	)		(3,862	)		(281,707	)		(288,908	)
Balance – January 31, 2023		16,283		541,943			8,114,235			4,716,582			13,389,043
ACCUMULATED AMORTIZATION
Balance - October 31, 2021		16,283		196,103			2,017,029			861,571			3,090,986
Amortization for the period		-		114,197			706,567			1,181,543			2,002,307
Disposals		-		(895	)		(6,055	)		-			(6,950	)
Balance - October 31, 2022		16,283		309,405			2,717,541			2,043,114			5,086,343
Amortization for the period		-		22,460			267,395			253,259			543,114
Disposals		-		(2,584	)		(802	)		(117,378	)		(120,764	)
Balance – January 31, 2023		16,283		329,281			2,984,134			2,178,995			5,508,693
NET BOOK VALUE
Balance - October 31, 2022		-		233,627			5,264,979			2,236,295			7,734,901
Balance – January 31, 2023		-		212,662			5,130,101			2,537,587			7,880,350

For the three months ended January 31, 2023, amortization capitalized was $427,475 (2022 - $235,422) and expensed amortization was $115,639 (2022 - $52,010).

Pg 12 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

9. Intangible assets and goodwill

Indefinite lived intangible assets and goodwill	January 31, 2023		October 31, 2022
	$		$
Balance – beginning		725,668		399,338
Additions – grower licenses		-		326,330
Balance – ending		725,668		725,668

Additions during the year ended October 31, 2022, resulted from the HSCP Transaction (Note 6.1).

10. Long-term Debt

Transactions related to the Company’s long-term debt for the three months ended January 31, 2023, include the following:

	Note
Movement in long-term debt	10.1			10.2			10.3			10.4			10.5			10.6			10.7			Total $
Balance - October 31, 2021		-			600,572			249,064			280,567			150,000			142,997			786,461			2,209,661
Additions to debt		1,250,000			100,000			-			-			-			-			-			1,350,000
Settlement of debt		-			(706,352	)		-			-			-			-			-			(706,352	)
Interest accretion		-			5,780			79,046			71,443			-			36,594			295,453			488,316
Debt payments		-			-			(25,000	)		(25,000	)		(150,000	)		(12,500	)		(520,303	)		(732,803	)
Balance - October 31, 2022		1,250,000			-			303,110			327,010			-			167,091			561,611			2,608,822
Interest accretion		-			-			22,553			19,837			-			10,177			55,433			108,000
Debt payments		(250,000	)		-			(6,250	)		(6,250	)		-			(3,125	)		(155,105	)		(420,730	)
Balance – January 31, 2023		1,000,000			-			319,413			340,597			-			174,143			461,939			2,296,092
Current portion		1,000,000			-			172,620			187,661			-			134,208			461,939			1,956,428
Non-current portion		-			-			146,793			152,936			-			39,935			-			339,664

	Note
Principal balance owed at	10.1		10.2		10.3		10.4		10.5		10.6		10.7		Total $
October 31, 2022		1,250,000		-		250,000		250,000		-		125,000		-		1,875,000
January 31, 2023		1,000,000		-		250,000		250,000		-		125,000		-		1,625,000

10.1 12.5% note payable owed by GR Distribution to HSCP with original principal amount of $1,250,000

On April 14, 2022, the Company purchased indoor growing assets from HSCP (Note 7.1). Purchase consideration included a secured promissory note payable with a principal sum of $1,250,000, of which $500,000 was due on August 1, 2022 and $750,000 was due on May 1, 2023, before amendment of the agreement, which is described below. Collateral for the secured promissory note payable is comprised of the assets purchased.

On August 1, 2022, the terms of the Secured Promissory Note between GR Distribution and HSCP, were amended. As amended, the Secured Promissory Note will be fully settled by two principal amounts of $500,000 (the First Principal Payment) and $750,000 due on May 1, 2023. Beginning on August 1, 2022, and continuing until repaid in full, the unpaid portion of the First Principal Amount will accrue simple interest at a rate per annum of 12.5%, payable monthly. In the event the Company raises capital, principal payments shall be made as follows. If the capital raise is less than or equal to $2 million, then 25% of the capital raise shall be

Pg 13 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

paid against the First Principal Payment; if the capital raise is greater than $2 million and less than or equal to $3 million, then $250,000 shall be paid against the First Principal Payment; and if the capital raise is greater than $3 million, then $500,000 shall be paid against the First Principal Payment. The Company paid $250,000 against the First Principal Payment during the three months ended January 31, 2023.

10.2 0% stated rate note payable to PBIC with original principal amount of $800,000 and Harvest-based payments (settled)

On September 9, 2021, the Company entered into the PBIC Note, an unsecured promissory note agreement with PBIC, a formerly related party, in the amount of $800,000, which was to be fully advanced by September 30, 2021. During the year ended October 31, 2022, $100,000 was received (through October 31, 2021 - $600,000). The PBIC Note was to mature on December 15, 2022, with payments commencing January 15, 2022, and continuing through and including December 15, 2022. The terms required the Company to make certain participation payments to the lender based on a percentage monthly sales of cannabis flower sold from the Company’s Harvest (sun-grown A-flower 2021 harvest), less 15% of such amount to account for costs of sales. The percentage was determined by dividing 2,000 by the total volume of pounds of the Harvest, proportionate to principal proceeds. A portion of these payments were to be used to pay down the outstanding principal on a monthly basis. The PBIC Note would have automatically terminated when the full amount of any outstanding principal plus the applicable participation payments were paid prior to the maturity date. Should the participation payments have fully repaid the principal amount prior to the maturity date then the PBIC Note would have automatically terminated. The PBIC Note bore no stated rate of interest, and in the event of default, would have born interest at 15% per annum. The PBIC Note was reported at amortized cost using an effective interest rate of approximately 1.9%.

On June 20, 2022, the Company announced the settlement of the PBIC Note, which had a principal balance owing of $700,000. The Company agreed to transfer its PBIC Shares (the Company’s ownership of 2,362,204 common shares of PBIC), to the Creditor (2766923 Ontario Inc.), to which PBIC sold and assigned the PBIC Note. In exchange, the Creditor provided forgiveness and settlement of all amounts owing in connection with the PBIC Note. The Company reported a gain on debt settlement of $449,684 as a result of the settlement.

10.3 10% note payable owed by Golden Harvests with original principal amount of $250,000

On May 1, 2021, the Company assumed a note payable owed by Golden Harvests (Note 5) with a carrying value of $227,056. The note is for a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 14, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 33%.

10.4 10% note payable owed by GR Distribution with original principal amount of $250,000

On January 27, 2021, debt was issued by GR Distribution with a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 27, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 27%.

Pg 14 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

10.5 10% note payable owed by GR Gardens with original principal amount of $150,000 (settled)

On December 2, 2020, debt was issued by GR Gardens with a principal amount of $150,000, interest accrued at 10% per annum, and a maturity date of December 31, 2021. Interest and principal are payable upon maturity. The maturity date was be extended by six-months for a fee of $1,000 per $10,000 of principal extended, which was $75,000.

10.6 10% note payable owed by GR Distribution with original principal amount of $125,000

On November 23, 2020, debt was issued by GR Distribution with a principal amount of $125,000, interest paid monthly at 10% per annum, and a maturity date of November 23, 2023. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $125,000. The note is reported at amortized cost using an effective interest rate of approximately 27%.

10.7 0% stated rate note payable by Canopy with original principal amount of $600,000 and royalty payments to lenders

On March 20, 2020, debt with a principal amount of $600,000 was received under a secured debt investment of $600,000). It carries a two-year term, with monthly payments of principal commencing June 15, 2020, and with payments calculated at 1% of cash sales receipts of Golden Harvests. Once the principal is repaid, each investor receives a monthly royalty of 1% per $100,000 invested of cash receipts for sales by Golden Harvests. The royalty commenced in December 2021, at which time principal was repaid, and is payable monthly a period of two years. The royalty maximum is two times the amount of principal invested, and the royalty minimum is equal to the principal loaned. The Company has the right, but not the obligation, to purchase terminate royalty payments from any lender by paying an amount equal to the original principal invested by such lender. The debt is reported at the carrying value of the probability-weighted estimated future cash flows of all payments under the agreement at amortized cost using the effective interest method, at an effective interest rate of approximately 73%.

10.8 Accrued interest payable

Accrued interest payable on long-term debt at January 31, 2023 was $Nil (October 31, 2022 - $Nil).

11. Convertible Debentures

Transactions relating to the Company’s convertible debentures for the three months ended January 31, 2023, include the following:

Movement in convertible debentures	$
Balance - October 31, 2022		-
Additions to debenture (Note 11.1)		2,000,000
Derivative liability recognition		(783,854	)
Interest accretion		56,108
Debt payments		(15,000	)
Balance - January 31, 2023		1,257,254
Current portion		194,426
Non-current portion		1,062,828

Pg 15 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

11.1 9% convertible debentures with original principal amount of $2,000,000

On December 5, 2022, the Company announced the closing of a non-brokered private placement of Convertible Debentures with an aggregate principal amount of $2,000,000. The Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 36 months from the date of issue. The Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.20 per common share. Additionally, on closing, the Company issued to the Purchasers of the Convertible Debentures an aggregate of 6,716,499 Warrants, that represents 50% coverage of each Purchaser’s Convertible Debenture investment. The Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of $0.25 CAD per common share. The Company has the right to accelerate the warrants if the closing share price of the common shares on the Canadian Securities Exchange is CAD$0.40 or higher for a period of 10 consecutive trading days. The Convertible Debentures and Warrants issued pursuant to the private placement (and the underlying common shares) were subject to a statutory hold period of four months and one day from the closing date.

The conversion feature of the Convertible Debentures gives rise to the derivative liability reported on the statement of financial position at January 31, 2023. The derivative liability is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes pricing model. The fair value of the derivative liability at January 31, 2023 was estimated to $721,849 (October 31, 2022 - $Nil) using the following assumptions:

Expected dividend yield	Nil
Risk-free interest rate	3.7%
Expected life	3 years
Expected volatility	99%

12. Share Capital and Shares Issuable

The Company is authorized to issue an unlimited number of common shares at no par value and an unlimited number of preferred shares issuable in series.

During the three months ended January 31, 2023, the following share transactions occurred:

12.1 200,000 common shares issued to settle shares issuable

On January 10, 2023, the Company issued 200,000 common shares with an aggregate fair value of $35,806, which was reported as issuable as at October 31, 2022, which represented a portion of consideration for the acquisition of Golden Harvests (Note 5).

During the three months ended January 31, 2022, the following share transactions occurred:

12.2 311,385 common shares issued to employees, directors, and/or consultants

The Company issued 311,385 common shares with a fair value of $46,031 for employment compensation, director services and consulting services.

Pg 16 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

12.3 13,166,400 common shares issued in Private Placement for proceeds of $1,300,000

On December 9, 2021, the Company closed the Private Placement, a non-brokered private placement of common shares, for total gross proceeds of $1,300,000 (CDN$1,645,800). The Private Placement resulted in the issuance of 13,166,400 common shares of Grown Rogue at a purchase price of CAD$0.125 per share. All common shares issued pursuant to the Private Placement were subject to a hold period of four months and one day. The CEO of Grown Rogue invested $300,000 in the Private Placement and received 3,038,400 common shares of the Company.

13. Warrants

The following table summarizes the warrant activities for the three months ended January 31, 2023:

	Number			Weighted Average Exercise Price (CAD$)
Balance - October 31, 2021		56,919,787			0.22
Expiration of warrants pursuant to convertible debt deemed re-issuance		(8,409,091	)		0.16
Expiration of warrants issued pursuant to private placement to CGOC		(15,000,000	)		0.13
Balance – October 31, 2022 & January 31, 2023		33,510,696			0.28

As at January 31, 2023, the following warrants were issued and outstanding:

Exercise price (CAD$)		Warrants outstanding		Life (years)		Expiry date
	0.20		8,200,000		0.01	February 5, 2023
	0.30		23,162,579		0.09	March 05, 2023
	0.44		2,148,117		0.41	June 28, 2023
	0.28		33,510,696		0.09

13.1 Agent Warrants

On March 5, 2021, as consideration for the services rendered the Agent to the Offering (a brokered private placement of special warrants), the Company issued to the Agent an aggregate of 1,127,758 Broker Warrants of the Company exercisable to acquire 1,127,758 Compensation Options for no additional consideration. As consideration for certain advisory services provided in connection with the Offering, the Company issued to the Agent an aggregate of 113,500 Advisory Warrants exercisable to acquire 113,500 Compensation Options for no additional consideration. The Broker Warrants and Advisory Warrants are collectively referred to as the Agent Warrants.

Each Compensation Option entitles the holder thereof to purchase one Compensation Unit of the Company at the Issue Price of CAD$0.225 for a period of twenty-four (24) months. Each Compensation Unit is comprised of one common share and one Compensation Warrant. Each Compensation Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company at a price of CAD$0.30 for twenty-four (24) months. The following table sets out the Agent Warrants issued and outstanding at January 31, 2023.

Pg 17 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Exercise price (CAD$)		Agent Warrants outstanding		Remaining contractual life (years)		Expiry date
$	0.225		1,241,258		0.09	March 5, 2023

The fair value of the Agent Warrants of $210,278 was allocated to share capital. The Black-Scholes pricing assumptions used in the valuation of the Agent Warrants were as follows:

Expected dividend yield	Nil%
Risk-free interest rate	0.92%
Expected life of Agent Warrant	2 years
Expected life of underlying warrant	1.99 years
Expected volatility	100%

14. Stock Options

The following table summarizes the stock option movements for the three months ended January 31, 2023:

	Number			Exercise price (CAD$)
Balance – October 31, 2021		5,765,000			0.20
Granted to employees		605,000			0.15
Forfeitures by service provider		(500,000	)		0.44
Forfeitures by employees		(960,000	)		0.15
Balance – October 31, 2022		4,910,000			0.18
Granted to employees		3,650,000			0.15
Granted to service providers		2,750,000			0.15
Expiration of options to employees		(30,000	)		0.15
Expiration of options to employees		(75,000	)		0.22
Balance – January 31, 2023		11,205,000			0.16

14.1 Stock options granted

During the three months ended January 31, 2023, 6,400,000 options were granted (2022 – 195,000) to employees.

The fair value of the options granted during the three months ended January 31, 2023, was approximately $397,393 (CAD$535,632) which was estimated at the grant dates based on the Black-Scholes pricing model, using the following assumptions:

Expected dividend yield	Nil%
Risk-free interest rate	3.89%
Expected life	4.0 years
Expected volatility	86%

Pg 18 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The vesting terms of options granted during the three months ended January 31, 2023, are set out in the table below:

Number granted		Vesting terms
	400,000	Fully vested on grant date
	6,000,000	Vest on one year anniversary of grant date
	6,400,000

14.2 Stock options issued and outstanding

As at January 31, 2023, the following stock options were issued and outstanding:

Exercise price (CAD$)		Options outstanding		Number exercisable		Remaining Contractual Life (years)		Expiry period
	0.15		1,970,000		1,827,500		1.4	July 2024
	0.15		200,000		200,000		1.7	November 2024
	0.28		1,000,000		675,000		2.2	April 2025
	0.16		1,150,000		1,075,000		2.2	May 2025
	0.15		85,000		75,000		2.7	November 2025
	0.15		400,000		-		3.1	April 2026
	0.15		6,400,000		400,000		3.9	January 2027
	0.18		11,205,000		4,252,500		3.0

15. Changes in Non-Cash Working Capital

The changes to the Company’s non-cash working capital for the three months ended January 31, 2023, and 2022 are as follows:

Three months ended January 31,	2023			2022
	$			$
Accounts receivable		367,413			(290,723	)
Inventory & biological assets		(541,861	)		(468,402	)
Prepaid expenses and other assets		(10,071	)		58,528
Accounts payable and accrued liabilities		(259,060	)		309,089
Interest payable		-			1,250
Income tax payable		-			14,502
Unearned revenue		24,294			(13,892	)
Total		(419,285	)		(389,648	)

16. Supplemental Cash Flow Disclosure

Three months ended January 31,	2023		2022
	$		$
Interest paid		98,753		109,524
Fair value of common shares issued & issuable for services		-		46,031
Right-of-use assets acquired through leases (Note 7)		718,880		533,710

Pg 19 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

17. Related Party Transactions

During the three months ended January 31, 2023, the Company incurred the following related party transactions.

17.1 Transactions with CEO

Through its wholly owned subsidiary, GRU Properties, the Company leases Trail, owned by the Company’s President and CEO. The lease was extended during the year ended October 31, 2021, with a term through December 31, 2025. Lease charges of $18,000 were incurred for three months ended January 31, 2023 (2022 – 18,000). The lease liability balance for Trail at January 31, 2023, was $180,264 (October 31, 2022 - $193,312).

During the year ended October 31, 2021, the Company leased Lars, a facility which is beneficially owned by the CEO, and is located in Medford, Oregon with a term through June 30, 2026. Lease charges for Lars of $46,814 (2022 - $45,450) were incurred for the three months ended January 31, 2023. The lease liability for Lars at January 31, 2023, was $575,375 (October 31, 2022 - $607,900).

During the year ended October 31, 2021, the CEO leased equipment to the Company, which had a balance due of $3,879 at January 31, 2023 (October 31, 2022 - $9,433). Lease payments of $5,983 were made against the equipment leases during the three months ended January 31, 2023 (2022 - $7,630).

Leases liabilities payable to the CEO were $759,518 in aggregate at January 31, 2023 (October 31, 2022 - $810,645).

The CEO earned a royalty of 2.5% of sales of flower produced at Trail through December 31, 2021, at which time the royalty terminated. The CEO earned royalties of $Nil during the three months ended January 31, 2023 (2022 - $305).

During the year ended October 31, 2022, the Company settled $62,900 in long-term liabilities due to the CEO as part of the CEO’s total $300,000 subscription to a non-brokered private placement of common shares (Note 12.3). During the year ended October 31, 2021, the Company settled $162,899 in long-term accrued liabilities due to the CEO by way of a payment of $62,899 and $100,000 attributed to the CEO’s subscription to a non-brokered private placement on February 5, 2021.

17.2 Transactions with spouse of CEO

During the three months ended January 31, 2023, the Company incurred expenses of $23,077 (2022 - $15,000) for services provided by the spouse of the CEO. At January 31, 2023, accounts and accrued liabilities payable to this individual were $3,846 (October 31, 2022 - $1,154). The spouse of the CEO was granted 500,000 options during the three months ended January 31, 2023.

Pg 20 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

17.3 Transactions with key management personnel

Key management personnel consists of the President and CEO; the CFO, the COO, and the SVP of the Company. The compensation to key management is presented in the following table:

Three months ended January 31,	2023		2022
	$		$
Salaries and consulting fees		114,077		193,567
Share-based compensation		-		7,500
Stock option expense		12,000		3,026
Total		126,077		204,093

Stock options granted to key management personnel and close family members of key management personnel include the following. During the three months ended January 31, 2023, 1,500,000 options were granted to the CEO; 750,000 options were granted to the CFO; and 750,000 options were granted to the SVP. During the year ended October 31, 2022, no options were granted to key management personnel. During the year ended October 31, 2021: 500,000 options were granted to the COO, which expired following the COO’s resignation.

Compensation to directors during the three months ended January 31, 2023, was $4,500, (2022 – fees of $4,500 and common share issuances of 93,750 common shares with a fair value of $9,780.

Accounts payable, accrued liabilities, and lease liabilities due to key management at January 31, 2023, totaled $901,170 (October 31, 2022 - $947,233).

17.4 Debt balances and movements with related parties

The following table sets out portions of debt pertaining to related parties:

	CEO			SVP			Director			COO			Total
	$			$			$			$			$
Balance - October 31, 2021		65,539			131,078			196,617			163,750			556,984
Borrowed		-			-			-			-			-
Interest		24,621			49,242			73,863			1,250			148,976
Payments		(43,361	)		(86,717	)		(130,076	)		(165,000	)		(425,154	)
Balance - October 31, 2022		46,799			93,603			140,404			-			280,806
Borrowed		-			-			-			-			-
Interest		4,619			9,239			13,859			-			27,717
Payments		(12,925	)		(25,851	)		(38,776	)		-			(77,552	)
Balance – January 31, 2023		38,493			76,991			115,487			-			230,971

Pursuant to the loan and related agreements transacted during the year ended October 31, 2020, the CEO, SVP, and a director obtained 5.5%; 1%; and 2.5% of GR Michigan, respectively; third parties obtained 4% as part of the agreements, such that GR Michigan has a 13% non-controlling interest (Note 22.2). These parties, except the CEO, obtained the same interests in Canopy; the CEO obtained 92.5% of Canopy Management, of which 87% was acquired by the Company in January 2023 (Note 22.4); all payments necessary for the Company to exercise its option to acquire 87% of Canopy were equal to payments made by Canopy to purchase a controlling 60% interest of Golden Harvests.

Pg 21 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

18. Financial Instruments

18.1 Market Risk (including interest rate risk and currency risk)

Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk reflects interest rate risk, currency risk and other price risks.

18.1.1 Interest Rate Risk

At January 31, 2023, the Company’s exposure to interest rate risk relates to long-term debt and finance lease obligations; each of these items bears interest at a fixed rate.

18.1.2 Currency Risk

As at January 31, 2023, the Company had accounts payable and accrued liabilities of CAD$554,871. The Company is exposed to the risk of fluctuation in the rate of exchange between the Canadian Dollar and the United States Dollar.

18.2 Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation.

Credit risk to the Company is derived from cash and trade accounts receivable. The Company places its cash in deposit with United States financial institutions. The Company has established a policy to mitigate the risk of loss related to granting customer credit by primarily selling on a cash-on-delivery basis.

Accounts receivable primarily consist of trade accounts receivable and sales tax receivable. The Company provides credit to certain customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. Credit risk is assessed on a case-by-case basis and a provision is recorded where required.

The carrying amount of cash, accounts receivable, and other receivables represent the Company’s maximum exposure to credit risk; the balances of these accounts are summarized in the following table:

	January 31, 2023		October 31, 2022
	$		$
Cash		3,488,046		1,582,384
Accounts Receivable		1,276,546		1,643,959
Total		4,765,592		3,226,343

The allowance for doubtful accounts at January 31, 2023, was $217,260 (October 31, 2022 - $264,719).

As at January 31, 2023 and October 31, 2022, the Company’s trade accounts receivable and other receivable were aged as follows:

Pg 22 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

	January 31, 2023			October 31, 2022
	$			$
Current		459,028			872,100
1-30 days		439,773			336,149
31 days-older		503,039			614,022
Total trade accounts receivable		1,401,840			1,822,271
Other receivables		91,966			86,407
Provision for bad debt		(217,260	)		(264,719	)
Total accounts receivable		1,276,546			1,643,959

18.3 Liquidity Risk

Liquidity risk is the risk that an entity will have difficulties in paying its financial liabilities.

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At January 31, 2023, the Company’s working capital accounts were as follows:

	January 31, 2023			October 31, 2022
	$			$
Cash		3,488,046			1,582,384
Current assets excluding cash		6,687,218			6,327,629
Total current assets		10,175,264			7,910,013
Current liabilities		(6,540,594	)		(5,315,904	)
Working capital		3,634,670			2,594,109

The contractual maturities of the Company’s liabilities occur over the next five years are as follows:

	Year 1		Over 1 Year - 3 Years		Over 3 Years - 5 Years
	$		$		$
Accounts payable and accrued liabilities		1,664,264		-		-
Lease liabilities		1,280,277		1,054,679		197,080
Convertible debentures		194,426		1,062,828		-
Debt		1,956,428		339,664		-
Business acquisition consideration payable		360,000		-		-
Unearned revenue		52,318		-		-
Derivative liability		721,849		-		-
Income tax		311,032		-		-
Total		6,540,594		2,457,171		197,080

18.4 Fair Values

The carrying amounts for the Company’s cash, accounts receivable, prepaid and other assets, accounts payable and accrued liabilities, current portions of debt and debentures payable, unearned revenue, and interest payable approximate their fair values because of the short-term nature of these items.

Pg 23 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

18.5 Fair Value Hierarchy

A number of the Company’s accounting policies and disclosures require the measurement of fair valued for both financial and nonfinancial assets and liabilities. The Company has an established framework, which includes team members who have overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. The Company regularly assesses significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of the financial instruments at January 31, 2023 are summarized in the following table:

	Level in fair value hierarchy	Amortized Cost		FVTPL
		$		$
Financial Assets
Cash	Level 1		3,488,046		-
Accounts receivable	Level 2		1,276,546		-
Financial Liabilities
Accounts payable and accrued liabilities	Level 2		1,664,264		-
Debt	Level 2		2,296,092		-
Convertible debentures	Level 2		1,257,254
Business acquisition consideration payable	Level 2		360,000		-
Derivative liabilities	Level 2		-		721,849

During the three months ended January 31, 2023, there were no transfers of amounts between levels.

19. General and Administrative Expenses

General and administrative expenses for the three months ended January 31, 2023, and 2022 are as follows:

	Three months ended January 31,
	2023		2022
	$		$
Office, banking, travel, and overheads		510,235		479,863
Professional services		154,481		108,021
Salaries and benefits		870,526		1,016,042
Total		1,535,242		1,603,926

Pg 24 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

20. Capital Disclosures

The Company includes equity, comprised of share capital, contributed surplus (including the fair value of equity instruments to be issued), equity component of convertible promissory notes and deficit, in the definition of capital.

The Company’s objectives when managing capital are as follows:

- to safeguard the Company’s assets and ensure the Company’s ability to continue as a going concern.

- to raise sufficient capital to finance the construction of its production facility and obtain license to produce recreational marijuana; and

- to raise sufficient capital to meet its general and administrative expenditures.

The Company manages its capital structure and makes adjustments to, based on the general economic conditions, the Company’s short-term working capital requirements, and its planned capital requirements and strategic growth initiatives.

The Company’s principal source of capital is from the issuance of common shares and debt. In order to achieve its objectives, the Company expects to spend its working capital, when applicable, and raise additional funds as required.

The Company does not have any externally imposed capital requirements.

21. Segment Reporting

Geographical information relating to the Company’s activities is as follows:

Geographical segments	Oregon		Michigan		Corporate		Total
	$		$		$		$
Non-current assets other than financial instruments:
As at January 31, 2023		4,451,082		4,154,936		-		8,606,018
As at October 31, 2022		4,719,430		3,741,309		-		8,460,569
Three months ended January 31, 2023:
Net revenue		1,955,720		2,574,820		-		4,530,540
Gross profit		941,622		1,575,794		-		2,517,416
Gross profit before fair value adjustments		1,019,634		1,473,625		-		2,493,259
Three months ended January 31, 2022:
Net revenue		1,388,945		2,343,768		-		3,732,713
Gross profit		1,172,145		1,140,578		-		2,312,723
Gross profit before fair value adjustments		697,634		1,336,053		-		2,033,687

Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. During the three months ended January 31, 2023, one major customer accounted for 11% of revenues (Q1 2022 – one major customer accounted for 14% of annual revenues).

Pg 25 of 27

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

22. Non-controlling Interests

The changes to the non-controlling interest for the three months ended January 31, 2023, and the year ended October 31, 2022 are as follows:

	January 31, 2023			October 31, 2022
	$			$
Balance, beginning of period		2,006,479			2,033,986
Non-controlling interest’s 40% share of Idalia		-			-
Non-controlling interest’s 13% share of GR Michigan		-			-
Non-controlling interest’s 100% share of Canopy		(339,408	)		(27,507	)
Acquisition of 87% of Canopy		(893,483	)		-
Balance, end of period		773,588			2,006,479

22.1 Non-controlling interest in Idalia

The following is summarized financial information for Idalia:

	January 31, 2023		October 31, 2022
	$		$
Net loss for the period		-		-

22.2 Non-controlling interest in GR Michigan:

	January 31, 2023		October 31, 2022
	$		$
Current assets		-		-
Net loss for the period		-		-

Nine percent (9%) of GR Michigan is owned by officers and directors of the Company; this ownership is pursuant to an agreement that included their loans made to GR Michigan (Note 17.4), and 4% of GR Michigan owned by a third party. The total non-controlling ownership, including ownership by officers and directors, is 13%.

22.3 Non-controlling interest in GR Distribution

During the year ended October 31, 2021, the Company sold an aggregate total of an approximately 10.6% interest in GR Distribution for $475,000. The interest was comprised of 11.875 newly issued GR Distribution Units; each GR Distribution Unit was sold for $40,000. Prior to the issuances, 100 GR Distribution Units were outstanding, and after the issuances, 111.875 GR Distribution Units were issued and outstanding. Of the newly issued 11.875 GR Distribution units issued, 6.25 were issued to a former director of the Company, for proceeds of $250,000. On April 30, 2021, the Company purchased 11.875 GR Distribution Units in exchange for 3,711,938 common shares with an aggregate fair value of $664,816. After the Company’s purchase of 11.875 GR Distribution Units, GR Distribution was a 100% owned subsidiary.

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Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2023, and 2022

Unaudited - Expressed in United States Dollars, unless otherwise indicated

22.4 Non-controlling interest in Canopy

	January 31, 2023			October 31, 2022
	$			$
Current assets		3,265,384			3,200,701
Non-current assets		4,154,936			3,741,309
Current liabilities		2,693,690			2,337,695
Non-current liabilities		466,767			715,461
Net loss for the period attributed to non-controlling interest		(339,408	)		(27,507	)

In January of 2023, GR Unlimited exercised its option to acquire 87% of the membership units of Canopy from the CEO. Prior to this, ninety-six percent (96%) of Canopy was owned by officers and directors of the Company, and four percent (4%) was owned by a third party. Ownership by officers and directors, excluding the CEO, was pursuant to agreements which caused their ownership of Canopy to be equal to their ownership in GR Michigan (Note 22.2), which total 3.5%. The CEO owned 92.5% of Canopy, which was analogous to the CEO’s 5.5% ownership of GR Michigan, and an additional 87% of Canopy, which was and is equal to the Company’s 87% ownership of GR Michigan. Following GR Unlimited’s acquisition of 87% of the membership units of Canopy in January of 2023, Canopy became owned 87% by GR Unlimited; 7.5% by officers and directors; and 5.5% by the CEO.

Pg 27 of 27

EX-99.3

Exhibit 3

GROWN ROGUE INTERNATIONAL INC.

FORM 51-102F1

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED JANAURY 31, 2023

TABLE OF CONTENTS

Management’s Responsibilities for Financial Reporting	3
Forward-Looking Statements	3
Description of Business	4
Selected Annual Information	9
Results of Operations	9
Summary of Quarterly Results	11
Liquidity	12
Capital Resources	15
Off-Balance Sheet Arrangements	15
Transactions with Related Parties	16
Other Selected Financial Information	18
Outstanding Share Data	19
Critical Accounting Judgments and Estimation Uncertainties	20
Newly Adopted Accounting Pronouncements	20
Financial Instruments and Other Risk Factors	21
Subsequent events	23
Regulatory Disclosure	23
Internal Control over Financial Reporting and Disclosure Controls	33

i

This Management Discussion and Analysis (“MD&A”) made as of March 27, 2023, should be read in conjunction with the unaudited condensed consolidated financial statements of Grown Rogue International Inc. (the “Company”, “Grown Rogue”, (“we”, “our”, or “us”) for the three months ended January 31, 2023, and 2022 (the “Reporting Period”), and the related notes thereto (the “Financial Statements”). The Company’s Financial Statements are presented on a consolidated basis with its wholly-owned subsidiaries: Grown Rogue Unlimited, LLC (“GR Unlimited”) and GR Unlimited’s wholly-owned subsidiaries Grown Rogue Gardens, LLC (“GR Gardens”) GRU Properties, LLC (“GRU Properties”), GRIP, LLC (“GRIP”), and Grown Rogue Distribution, LLC (“GR Distribution”); as well as GR Unlimited’s 87% interest in GR Michigan, LLC (“GR Michigan”), GR Unlimited’s 87% interest in Canopy Management, LLC (“Canopy”), which owns 60% of Golden Harvests, LLC (“Golden Harvests”), and GR Unlimited’s 60% interest in Idalia, LLC (“Idalia”). On January 31, 2023, The Company announced that it had exercised its option to obtain 87% of the membership units of Canopy (through GR Unlimited). Grown Rogue’s reporting currency is the United States dollar and all amounts in this MD&A are expressed in United States dollars unless otherwise noted. The use of “CAD$” refers to Canadian dollars.

The three months ended January 31, 2023, and 2022 are referred to herein as “Q1 2023” and “Q1 2022” respectively.

The Company’s comparative information included in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Additional information relating to the Company is also available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. The common shares of GRIN are listed on the Canadian Securities Exchange under the symbol “GRIN”.

Management’s Responsibilities for Financial Reporting

The Financial Statements have been prepared by management in accordance with IFRS and have been approved by the Company’s board of directors (the “Board”). The integrity and objectivity of the Financial Statements are the responsibility of management. In addition, management is responsible for ensuring that the information contained in the MD&A is consistent where appropriate, with the information contained in the Financial Statements.

The Financial Statements may contain certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis to ensure that the Financial Statements are presented fairly in all material respects.

As the Company is a Venture Issuer (as defined under under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) (“NI 52-109”), the Company and Management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures (“DC&P”) and/or Internal Controls over Financial Reporting (“ICFR”), as defined in NI 52-109, nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective bases DC&P and ICFR for the issuer may result in additional risks of quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Forward-Looking Statements

This MD&A contains information and projections based on current expectations. Certain statements herein may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this MD&A, such statements use such words as “will”, “may”, “could”, “intends”, “potential”, “plans”, “believes”, “expects”, “projects”, “estimates”, “anticipates”, “continue”, “potential”, “predicts” or “should” and other similar terminology. These statements reflect expectations regarding future events and performance but speak only as of the date of this MD&A. Forward-looking statements include statements with respect to planned acquisitions, strategic partnerships or other transactions and expansions not yet concluded, including the timing thereof; plans to market, sell and distribute products; market competition; plans to retain and recruit personnel; the ability to secure funding; and the ability to obtain regulatory and other approvals are all forward-looking information. These statements should not be read

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as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements.

There can be no assurance that any intended or proposed activity or transaction will occur or that, if any such action or transaction is undertaken, it will be completed on terms currently intended by the Company. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements herein speak only as of the date hereof. Actual results could differ materially from those anticipated due to a number of factors and risks including those described in this MD&A under “Risk Factors” and in section 17 of the Company’s Listing Statement dated November 15, 2018, which can be found under the Company’s profile on www.sedar.com.

Description of Business

Grown Rogue, headquartered in Medford, Oregon, is a craft cannabis company focused on delighting customers with premium flower and flower-derived products at fair prices. Our roots are in Southern Oregon where we have demonstrated our capabilities in the highly competitive and discerning Oregon market by becoming the number one flower producer in Oregon in 2022 and, more recently, we successfully expanded our platform to Michigan and quickly became a top 5 indoor wholesaler in that state in 2022. We combine our passion for product and value with a disciplined approach to growth, prioritizing profitability and return on capital. Our strategy is to pursue capital efficient methods to expand into new markets, bringing our craft quality and value to more consumers. We also continue to make modest investments to improve our outdoor craft cultivation capabilities in preparation for eventual interstate commerce.

Grown Rogue’s mission is to bring low cost, high quality, craft cannabis from the amazing terroir and legacy of Oregon’s Rogue Valley to consumers nationwide. Grown Rogue’s strategy is built to win now and in the future, as we profitably deliver craft cannabis at appropriate scale while positioning our sungrown capacity to support eventual interstate commerce. Grown Rogue’s competitive advantage is efficiently cultivating and delivering craft cannabis at accessible prices, both indoor and sungrown. This advantage allows us to pursue high cash flow returning projects that augment growth and support the mission.

Oregon

Grown Rogue, through its wholly owned subsidiary, GR Gardens, operates five cultivation facilities in Oregon, comprising approximately 130,000 square feet of cultivation area, that currently service the Oregon recreational marijuana market: three outdoor, sungrown farms called “Foothill,” “Trail’s End,” and “Ross Lane,” and two state-of-the-art indoor facilities (“Rossanley” and “Airport”). GR Gardens currently holds four producer licenses (with an additional license pending ownership transfer) in Oregon from the Oregon Liquor Control Commission (“OLCC”), two wholesaler licenses, and two processor licenses. During Q1 2023, we executed a 2-year lease which includes an option to purchase Ross Lane, an Oregon property which includes 35 acres, 3 tax lots and an additional OLCC producer license (pending ownership transfer approval).

Grown Rogue’s Oregon business is headquartered in the world-renowned Emerald Triangle, which is known world-wide for the quality of its cannabis. The Emerald Triangle includes the southern part of Oregon and northern part of California. The company capitalizes on this ideal outdoor growing environment to produce high-quality, low-cost cannabis flower. The two sungrown farms produce one crop per year per farm, which is planted in June and harvested in October.

Pg 2 of 31

GR Gardens is responsible for production of recreational marijuana using outdoor and indoor production methodologies. Foothill, Trails End, and Ross Lane are outdoor farms with 40,000 square feet of flowering canopy each, for a total of 120,000 square feet, sitting on a combined land package of approximately 135 acres. Currently, our plan is to discontinue operations at the Trail’s End outdoor property in 2023, and will be transferring the Trail’s End license to Ross Lane for production in 2024 to further consolidate and streamline operational efficiencies.

Rossanley, an approximately 17,000 square-foot indoor facility, with 5,619 sq ft of flowering bench space, produces high-quality indoor flower through controlled environment agriculture (“CEA”) operations. By carefully controlling temperature, humidity, carbon dioxide levels, and other criteria, we produce a year-round supply of high-quality cannabis flower with multiple harvests per month. Rossanley has eight dedicated flower rooms, which allows for an average of nearly four harvests per month resulting in approximately 4,000 pounds annually.

Airport is a 30,000 square-foot indoor growing facility, with 9,152 sq ft of flowering bench space, purchased from High Street Capital Partners, LLC (“HSCP”). Under an agreement with HSCP, we acquired substantially all of the assets of Airport from HSCP for aggregate total consideration of $2,000,000. The transaction closed on April 14, 2022. Airport added 30,000 square feet of CEA indoor production space and we estimate production of approximately 7,300 pounds of high quality indoor whole flower, from this facility in calendar year 2023. Airport is a short distance from Rossanley, which is a benefit to operating efficiency, and it is equipped with state-of-the-art equipment which facilitates the implementation of best practices developed at Rossanley.

The total annual production capacity for Grown Rogue’s Oregon operations, based on the current constructed capacity, will range between 16,000 and 18,000 pounds, depending upon various factors including sungrown growing conditions and strain performance.

Michigan

In May 2021, we acquired, through Canopy, a controlling 60% interest in our Michigan operation called Golden Harvests. Canopy was majority owned by GRIN’s CEO, until January 2023, at which time GR Unlimited exercised its option to acquire 87% of Canopy. All payments necessary for GR Unlimited to exercise its option to acquire 87% of Canopy were equal to payments made by Canopy to purchase a controlling 60% interest of Golden Harvests.

The Golden Harvests facility is approximately 70% constructed, with approximately 55,000 square feet in operation, including 16,352 sq ft of flowering bench space, in addition to all the ancillary support space, including office and administration to support the operations. The facility produces high quality indoor flower through CEA, with fourteen individual flowering rooms in operation. Harvested pounds in Michigan in 2022 totaled approximately 8,500 pounds; approximately 10,000 pounds are expected in 2023. Golden Harvests produces bulk, packaged flower, as well as pre-rolls manufactured on site.

Product

Grown Rogue produces a range of cultivars for consumers to enjoy, which are traditionally classified as indicas, sativas, and hybrids. Grown Rogue has a mix of “core” and “limited” strains to provide consumers with consistent and unique purchasing options at their local dispensary. Grown Rogue flower has won multiple awards in Oregon, which is one of the most competitive cannabis production environments in the world, including the prestigious Growers Cup competition on two occasions. Grown Rogue won 1^st place for highest THC content, 1^st place for highest terpene content, and 3^rd place in the grower’s choice category. In addition, we believe we achieved an outdoor production potency record in the state of Oregon, when its Monkey Train cultivar tested at a THC potency of 35.13%. Consumers can enjoy bulk flower in both Oregon and Michigan. In the Michigan market we also offer our innovative nitrogen sealed 3.5 gram flower jars, our patented nitrogen sealed pre-rolls, 3.5 gram flower bags, and regularly packaged pre-rolls. According to LeafLink’s MarketScape data, Grown Rogue was the #1 flower producer in Oregon and a top 5 indoor flower wholesaler in Michigan in 2022 and in the first quarter of 2023.

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Genetics

We are committed to developing unique, proprietary genetics as long-term genetic diversity will be a major factor in establishing brand differentiation with consumers. We have allocated research and development space to develop new strains, while also phenotype hunting to identify new and exciting strain options that will delight consumers. Grown Rogue has developed a compelling mix of proprietary strains, along with a library of “fan favorites” to ensure that consumer and dispensary demand will remain strong for our flower and flower-derived products. All Grown Rogue genetics are rigorously tested to establish the genetic makeup of each strain in our portfolio. We continue to focus on bringing new unique genetics to ensure a steady flow of innovative flower and flower products to market. Currently we carry more than 50 unique cultivars in our genetic library, and we continue to develop our portfolio as we trial new genetics.

Distribution and Sales

Grown Rogue uses a multi-channel distribution strategy that includes direct-to-retail delivery and third-party delivery (Michigan regulations mandate independent third-party delivery); wholesalers, who have their own distribution channels; and processors, who utilize Grown Rogue products (e.g., trim) to create retail-ready products. Regarding the direct-to-retail channel, Grown Rogue’s sales team works closely with dispensary owners and intake managers to provide consistent product, competitive prices, and personalized service using sales techniques from other industries such as pharmaceutical and liquor. Grown Rogue’s goal is to establish and maintain the client relationship as we continue to expand our footprint in the states in which we operate.

Grown Rogue has developed end user product marketing collateral and other educational information regarding Grown Rogue products as part of all sales with dispensaries that include strain type, testing results, information on the product and other necessary information to clearly articulate the product being provided. Each product is uniquely packaged while maintaining brand consistency across the product suite.

Grown Rogue works with dispensary owners to develop promotional opportunities for the retail customers and bud tenders. Grown Rogue provides detailed tutorials to the staff and owners of the dispensaries around the product and how it is grown, processed, cured and packaged so that they are intimately familiar with the Grown Rogue process. Grown Rogue also invites dispensary owners and operators to Grown Rogue’s operating facilities so they can see first-hand the methods and processes used to create the product.

Based upon information from MarketScape, which is part of the sales analytics tool utilized by LeafLink, which handles all of our sales and invoicing, we are the largest producer in Oregon and a top ten producer in Michigan.

Branding

Developing compelling branding that engages, inspires, and creates transparency and trust with consumers is one of the most important aspects of building a successful cannabis company. Cannabis product branding has been evolving from promising high-quality flower, to providing descriptions of the effect a consumer should expect from a particular product.

Grown Rogue was one of the first brands in the United States to go to market with this type of branding as part of the ROGUE Categorization: Relax, Optimize, Groove, Uplift and Energize. The focus was to provide consumers with “The Right Experience, Every time” made easier by a simple product description that was not cannabis based, such as “sativa” or “indica”.

While other brands have shifted into the “one word” product description, Grown Rogue has leveraged consumer insights and product feedback to evolve the messaging to provide significantly more detail so consumers can make a more informed choice about which Grown Rogue products will optimally enhance their experience.

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Grown Rogue’s unique “Mind, Body & Mood” product descriptions provide a level of detail about the expected cannabis experience that is much more insightful and beneficial than competitors. Instead of one word, such as “Relax,” describing a product, Grown Rogue has six words across three categories, which is easy to understand, but much more informative.

In order to grow the Grown Rogue community and spread knowledge of its products, Grown Rogue leverages social media and other digital platforms. Grown Rogue aspires to eliminate the “dark mystery” historically associated with cannabis by empowering consumers to learn about the plant and then “enhance experiences” as they desire. The transition from prohibition to legal cannabis has provided the cannabis community with an opportunity to welcome a large group of new members and it is vital that product education is completed in an authentic and informative manner to ensure that everyone’s first cannabis experience is not only positive but also as expected.

Marketing and Advertising

Grown Rogue’s marketing channels include a comprehensive, fully responsive, interactive website (including mobile). The website has been search-engine optimized and includes calls to action that encourage consumers to become part of the Grown Rogue community by joining its newsletter list or following the company on social media. Grown Rogue is focused on providing education to new and existing consumers, which is available through its monthly newsletter or via the Blog section of its website. Consumers can find information about Grown Rogue, different types of cannabis products and general industry information.

We strategically leverage digital advertising, primarily on industry sites such as Leafly and Weedmaps, and have selectively advertised in endemic and non-endemic magazines including Grow, Northwest Leaf, Oregon Leaf, Dope, Portland Mercury, and Willamette Weekly.

Grown Rogue has established a social media presence that includes Facebook, Twitter, and Instagram. Grown Rogue’s social identity is defined by delivering fresh content and keeping interaction with followers/fans prompt and positive. Grown Rogue attracts existing cannabis industry participants as well as people not familiar with the industry by creating a positive, inclusive environment where dialogue is encouraged. The goal is to change existing stereotypes and overcome the stigmas associated with the cannabis industry.

Trademarks and Patents

Grown Rogue actively seeks to protect its brand and intellectual property. Grown Rogue currently has three registered U.S. trademarks:

1. Grown Rogue was filed on September 22, 2017, and registered on August 7, 2018 under Registration No. 5537240.

2. The Right Experience Every Time was filed on September 29, 2017 and registered on August 7, 2018 under Registration No. 5537260.

3. Sizzleberry was filed on September 29, 2017, and registered on August 7, 2018, under Registration No. 5537259.

Grown Rogue filed a patent for its nitrogen sealed glass containers on February 15, 2018, with the United States Patent and Trademark Office (“USPTO”). The nitrogen sealed glass containers preserve the freshness of the flower and essential terpenes to improve the “entourage effect.” The USPTO issued Grown Rogue United States Patent Number 10,358,282 on July 23, 2019. Several third parties have contacted us to request licensing information on this technology. We have introduced nitrogen sealed jars and pre-rolls in Michigan and plan on launching them as we enter additional new markets and may license the technology to third parties operating in markets in which Grown Rogue is not currently licensed.

Social and Environmental Policies

Grown Rogue employs sustainable business models in our operations. We maintain the highest standards of environmental stewardship in cultivation. This includes sustainable water sources with optimization of reclamation and

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recapture from runoff and recycling of water input. We use only natural and sustainable products in all applications, including nutrients and integrated pest management. We maintain the highest level of sustainable cannabis practices through our focus on sustainable and natural cultivation methods. Grown Rogue hires and pays living wage to its team members and is very involved in each of the communities where it operates.

Plans for Expansion & Economic Outlook

Grown Rogue continues to focus on taking its learnings and experience from Oregon and Michigan into new markets across the US. During the last two years, Grown Rogue has established a platform that excels at licensing, compliance, high-quality and low-cost production, understanding consumer purchasing preferences, and product innovation. This platform places Grown Rogue in a superior position to capitalize on new markets compared to our competitors. Oregon is arguably the most competitive cannabis market in the world, and we have excelled by implementing standard business practices that make the Company well suited for entering and building successful brand presence in newly-legalized cannabis markets.

The expansion into Airport (see “Description of the Business – Oregon”) and acquisition of a 60% interest in Golden Harvests (see “Description of the Business – Michigan”) represent execution of management’s strategy of growth through high quality, low-cost flower production. As other growth opportunities arise under favorable financial terms, management can activate known and repeatable systems into new assets.

We believe that the future of the cannabis industry is in branded products and that the leading brands are being developed on the west coast, which is well known for high quality cannabis. Unlike many current multi-state operators who prefer to obtain just a few licenses in a large volume of states, Grown Rogue is focused on establishing a larger number of licenses in fewer states to capitalize on the economies of scale we view as optimal to maximize profits. Over the next 12 months, we are focused on furthering our footprints and flower market shares in Oregon and Michigan markets, continuing to add new products to our portfolio, and exploring strategic opportunities in new states.

With the recent shift in political landscape, we have also begun analyzing the potential for federal de-regulation and the subsequent ability to export cannabis products across state lines. We believe Oregon will be a large export state. Being located in the Emerald Triangle provides a unique product differentiator due to the ability to produce high quality and low cost sungrown flower due to the environmental conditions that occur naturally in Southern Oregon. Our strategy to take advantage of what is projected to be a multi-billion dollar export business is developing, and we are excited to begin implementation of this business plan over the coming years.

Going Concern

The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to fund its development programs and general and administrative expenses, discharge its liabilities as they become due and generate positive cash flows from operations. There is no certainty that the Company will be successful in raising additional capital or generating positive cash flow from operations.

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Selected Annual Information

The following selected financial data for each of the three completed financial years are derived from the audited annual financial statements of the Company.

Years ended October 31,	2022 ($)		2021 ($)			2020($)
Total revenue		17,757,283		9,378,673			4,239,604
Profit (loss) from operations		957,149		701,576			(1,574,679	)
Net income (loss)		419,951		(1,014,747	)		(2,356,488	)
Net loss per share, basic and diluted		0.00		(0.02	)		(0.03	)
Comprehensive income (loss)		400,716		(1,092,928	)		(2,490,605	)
Comprehensive loss per share, basic & diluted		0.00		(0.02	)		(0.03	)
Total assets		16,370,582		14,207,700			3,764,418
Total non-current liabilities		2,114,978		3,224,677			2,910,333
Cash dividends		Nil		Nil			Nil

Results of Operations

Selected financial results of operations for the three months ended January 31, 2023, and 2022, are summarized below:

Three months ended January 31,	2023 ($)			2022 ($)			Variance ($)			Variance %
Revenue		4,530,540			3,732,713			797,827			21	%
Cost of goods sold, excluding fair value adjustments		(2,037,281	)		(1,699,026	)		(338,255	)		20	%
Gross profit before fair value adjustments		2,493,259			2,033,687			459,572			23	%
Net income		592,537			155,441			437,096			281	%

Significant items contributing to the generation of net income for the three months ended January 31, 2023, and 2022 are summarized in the table below.

Three months ended January 31,	2023 ($)			2022 ($)			Variance $			Variance %
Total revenues		4,530,540			3,732,713			797,827			21	%
Cost of revenues, excluding fair value items		2,037,281			1,699,026			338,255			20	%
Realized fair value amounts in inventory sold		606,715			1,010,478			(403,763	)		(40	)%
Unrealized fair value loss (gain) on growth of biological assets		(630,872	)		(1,289,514	)		658,642			(51	)%
Accretion expense		164,108			151,687			12,421			8	%
General and administrative expenses		1,535,242			1,603,926			(68,684	)		(4	)%
Share-based compensation		55,622			18,487			37,135			201	%
Interest expense		99,504			114,660			(15,156	)		(13	)%
Amortization of property and equipment		115,639			52,010			63,629			122	%
Unrealized gain on derivative liability		(64,360	)		-			(64,360	)		n/a
Unrealized loss (gain) on marketable securities		-			167,804			(167,804	)		n/a

More detailed analysis of the components of results of operations are described in the following sections.

Pg 7 of 31

Revenues

Revenues – three months ended January 31, 2023, and 2022

Three months ended January 31,	2023 ($)		2022 ($)		Variance ($)		Variance (%)
Revenue from Grown Rogue production		4,530,540		3,732,713		797,827		21	%

The following table summarizes revenues from Grown Rogue production for the three months ended January 31, 2023, and 2022:

Three months ended January 31,	2023 ($)		2022 ($)		Variance ($)			Variance (%)
Indoor		4,061,315		3,288,560		772,755			23	%
Outdoor		236,455		112,424		124,031			110	%
Pre-rolls		126,000		8,000		118,000			100	%
Trim & other		106,770		323,729		(216,959	)		(67	)%
Revenue from Grown Rogue production		4,530,540		3,732,713		797,827			21	%

Revenues during Q1 2023 were higher than the comparative period in Q1 2022, due primarily to an increase in total pounds sold. As detailed further below, we sold more pounds in Q1 2023 than Q1 2022, at lower average selling prices (“ASP”).

The following tables summarize pounds sold and average selling prices.

Three months ended January 31,	2023 Pounds sold		2022 pounds sold		Pounds variance		2023 ASP ($)		2022 ASP ($)		ASP variance
Indoor flower		4,931		3,097		1,834		824		1,062		(238	)
Outdoor flower		756		338		418		313		332		(19	)
Pre-rolls		96		4		92		1,312		2,273		(961	)
Total		5,783		3,439		2,344		765		991		(226	)

Costs of goods sold

Three months ended January 31,	2023 ($)		2022 ($)		Change ($)		Change (%)
Costs of goods sold		2,013,124		1,419,990		593,134		42	%
Costs of finished cannabis inventory sold		2,037,281		1,699,026		338,255		20	%

Cost of finished cannabis inventory sold during Q1 2023, increased by 20% from Q1 2022, while revenues for the same periods increased 21%, reflecting the mix of operational and scale efficiencies and sales prices which were 23% lower in Q1 2023 versus Q1 2022.

Net income and loss

Share-based compensation

During the three months ended January 31, 2023, we granted, or committed to grant, common shares and stock options as compensation to employees and service providers. The common shares issuances and stock options (measured at fair value using the Black-Scholes pricing model) resulted in total expense recognition of $55,622 during Q1 2023 (Q1 2022 - $18,487).

Pg 8 of 31

General and administrative expenses

Three months ended January 31,	2023 ($)		2022 ($)		Change ($)			Change (%)
Office, banking, travel, and overheads		510,235		479,864		30,371			6	%
Professional services		154,481		108,021		46,460			43	%
Salaries and benefits		870,526		1,016,041		(145,515	)		(14	)%
General and administrative expenses		1,535,242		1,603,926		(68,684	)		(4	)%

General and administrative costs were consistent in Q1 2023 and Q1 2022. We remain conservative in our approach to administrative and corporate expenditures, and the periods of consolidation include the same subsidiaries.

Interest and interest accretion expense

Three months ended January 31,	2023 ($)		2022 ($)		Change ($)			Change (%)
Interest and accretion expense		263,612		266,347		(2,735	)		-1	%

Interest and accretion expenses reflect the decrease in accretion as debt progresses towards maturity dates, offset in part by interest paid on facility lease rents.

Segment reporting

We operate in the states of Oregon and Michigan in the United States. The following tables summarize performance by state segment for the three months ended January 31, 2023.

Geographical segments	Oregon		Michigan		Corporate		Total
	$		$		$		$
Non-current assets other than financial instruments:
As at January 31, 2023		4,451,082		4,154,936		-		8,606,018
As at October 31, 2022		4,719,430		3,741,309		-		8,460,569
Three months ended January 31, 2023:
Net revenue		1,955,720		2,574,820		-		4,530,540
Gross profit		941,622		1,575,794		-		2,517,416
Gross profit before fair value adjustments		1,019,634		1,473,625		-		2,493,259
Three months ended January 31, 2022:
Net revenue		1,388,945		2,343,768		-		3,732,713
Gross profit		1,172,145		1,140,578		-		2,312,723
Gross profit before fair value adjustments		697,634		1,336,053		-		2,033,687

Summary of Quarterly Results

The following table sets out selected quarterly results of the Company for the eight quarters ended on or before January 31, 2023. The information contained herein is drawn from the interim financial statements of the Company for each of the aforementioned eight quarters. The trend in revenues reflects the consolidation of Golden Harvests, following our acquisition of a 60% controlling interest, and its $3.9 million in revenues for the six months ended October 31, 2021, and its $8.9 million in revenues for the year ended October 31, 2022. Revenues in any period are subject to market sales pricing, which historically has fluctuated significantly. Management has observed that pricing and sales volumes tend to be lower seasonally during winter months, in the Company’s first fiscal quarter, although we do not have high confidence that this will persist. Net losses shifted to net income in Q3 2021 (with an exception of net loss in Q4 2022), the quarter

Pg 9 of 31

in which we acquired a 60% interest in Golden Harvests. Net income and loss include the impact of significant non-cash expenses, such as losses on the fair valuation of derivative liabilities, marketable securities, share-based payments, and interest accretion. Expenses contributing to net loss do not have significant seasonal trends, except for costs of sales, which follow trends in revenues.

Fiscal Year Quarter ended	2023 Jan 31		2022 Oct 31			2022 Jul 31		2022 Apr 30
Revenue ($)		4,530,540		5,072,635			4,251,808		4,700,127
Net income (loss) ($)		592,537		(451,630	)		571,406		144,734
Net income/share, basic & diluted		0.01		(0.00	)		0.00		0.01

Fiscal Year Quarter ended	2022 Jan 31		2021 Oct 31		2021 Jul 31		2021 Apr 30
Revenue ($)		3,732,713		3,760,075		3,028,991		1,538,422
Net income (loss) ($)		155,441		1,102,542		240,294		(1,442,518	)
Net income (loss)/share, basic & diluted		0.00		0.00		0.00		(0.01	)

Liquidity

Our ability to generate cash in the short term is based upon sales from production and financing proceeds, and in the long term is based upon sales from production, including production from investments in production increases, or from growth by business acquisitions, or a combination thereof. Investments to increase production or acquire business may require further financing. The Company generates operating cash flows from sales of cannabis products which generate margin that contribute to coverage of other operating costs. We have generated net income for the six of the eight most recent quarters preceding and ending January 31, 2023, and expect to continue generating net income consistently. We have raised financing historically through debt and equity, which has been and will be invested in the business in order to improve production yields and increase total productive capacity, as well as cover operating costs, and to strategically expand the business. We raised gross proceeds of $2,000,000 during Q1 2023 (2022 - $1,400,000).

We are typically able to sell finished goods shortly after inventory reaches its final state, and sales are primarily made on cash-on-delivery terms, or with short net terms. Our ability to fund operations, to plan capital expenditures, and to plan acquisitions, depends on future operating performance and cash flows and the availability of capital by way of debt or equity investment in the Company, which are subject to prevailing economic conditions and financial, business, and other factors, some of which are beyond the Company’s control.

Cash flows

The following table summarizes certain cash flow items for the three months ended January 31, 2023, and 2022.

Three months ended January 31,	2023 ($)			2022 ($)
Net income		592,537			155,441
Net cash provided by operating activities		865,743			76,072
Net cash used in investing activities		(36,378	)		(576,595	)
Net cash provided by financing activities		1,076,299			994,368
Net increase in cash and cash equivalents		1,905,662			493,845
Effect of currency translation		933			1,807
Cash and cash equivalents, beginning		1,582,384			1,114,033
Cash and cash equivalents, ending		3,488,046			1,607,878

Pg 10 of 31

Operating activities

During the three months ended January 31, 2023, cash provided by operating activities was $865,743 (2022 - $76,072). This number was derived by adding back non-cash items to net loss, including the following significant adjustments:

● $115,639 (2022 - $52,010) in amortization of property & equipment;

● $276,562 (2022 - $147,463) from depreciation expensed in costs of finished inventory sold;

● Deduction of $630,872 (2022 – $1,289,514) from the unrealized change in fair value of biological assets;

● $606,715 (2022 - $1,010,478) for changes in fair value in inventory sold;

● $55,622 (2022 - $62,296) in share-based compensation and stock option vesting expense, including expense for option grants under our stock option plan implemented during 2020, as well as shares issued directly as compensation for employees, directors, and service providers;

● $164,108 (2022 - $151,685) in accretion of interest expense on debt and convertible debentures outstanding;

● $Nil (2022 – $167,804) from the unrealized loss on our investment in Plant Based Investment Corp. (“PBIC”) shares, measured at PBIC’s publicly quoted share price;

● $59,693 (2022 - $Nil) from the loss on fair value of derivative liability.

Changes in non-cash working capital are summarized in the following table.

Three months ended January 31,	2023 ($)			2022 ($)
Accounts receivable		367,413			(290,723	)
Inventory & biological assets		(541,861	)		(468,402	)
Prepaid expenses and other assets		(10,071	)		58,528
Accounts payable and accrued liabilities		(259,060	)		309,089
Interest payable		-			1,250
Income tax payable		-			14,502
Unearned revenue		24,294			(13,892	)
Total		(419,285	)		(389,648	)

Changes in accounts receivable are due to the timing and collection of sales. Changes in inventory & biological assets reflect increases due to increased productive capacity, as well as the timing of harvests, the timing of the completion growth cycles, and the timing of sales of finished inventory. Changes in liabilities, including accounts payable and accrued liabilities reflect the use of credit terms and cash flow management based upon ongoing liquidity management.

Investing activities

During the three months ended January 31, 2023, we added $856,707 (2022 - $943,372) to property and equipment, including non-cash right-of-use asset additions. We expended cash flows of $36,378 (2022 - $576,595) for property and equipment additions.

Financing activities

Net cash flows from financing activities during the three months ended January 31, 2023, were $1,076,299 (2022 – $994,368). Significant financing activities included the following:

● Proceeds of $2,000,000 from issuance of convertible debentures;

● Repayments of $15,000 of convertible debentures;

● Repayments of $487,973 of lease principal; and

● Repayments of $420,730 of long-term debt.

Pg 11 of 31

Financing activities during the comparable three months ended January 31, 2022, included the following:

● Debt proceeds of $100,000 borrowed for general corporate uses;

● $1,300,000 raised through a private placement of common shares;

● Repayments of $186,922 of lease principal; and

● Repayments of $218,710 of long-term debt.

Trends and expected fluctuations in liquidity

	January 31, 2023 ($)			October 31, 2022 ($)			Variance ($)			Variance (%)
Current assets		10,175,264			7,910,013			2,265,251			29	%
Current liabilities		(6,540,594	)		(5,315,904	)		(1,224,690	)		23	%
Working capital		3,634,670			2,594,109			1,040,561			40	%

Working capital varied from October 31, 2022, to January 31, 2023, due primarily to an increase in cash generated from operations and reductions, which was $865,743 in Q1 2023 versus $76,072 in Q1 2022.

We expect significant ongoing fluctuations in working capital over time, as we are in the early stages of growth. We have historically raised debt with principal due on maturity, and accordingly, we expect significant one-time payments as debt matures, as opposed to smooth cash outflows over time. We have historically been able to meet commitments, modify debt maturities, and raise new financing as required to respond to changes in our liquidity position, although there is no guarantee we will be able to do so in the future. We are exposed to market pricing for cannabis products, which materially impacts our liquidity and is out of our control. The market for cannabis products, including flower, which is our primary product, is relatively immature, having recently become legal to buy and sell in certain markets. We have observed some indications of seasonality, and in addition, we have observed that market conditions can change rapidly without apparent explanations or analyzable causes. We cannot control whether we will be able to raise financing when required or sell cannabis products at profitable prices in the future; however, part of our strategy is to produce flower at sustainable gross margins over a growing productive base, which, holding other factors constant, is expected to result in improved net loss or net income, as well as net cash flows.

Commitments and obligations

Set out below are undiscounted minimum future lease payments after January 31, 2023.

	Total future minimum lease payments ($)
Less than one year		1,460,773
Between one and five years		1,395,932
Total		2,856,705

The Company has four lease contracts with extension options remaining after January 31, 2023, which were negotiated by management to provide flexibility in managing business needs. Set out below are the undiscounted potential rental payments related to periods following the date of exercise options that are not included in the lease term:

	Within five years		More than five years
Extension options available to be exercised	$	1,750,097	$	5,320,021

Pg 12 of 31

The contractual maturities of the Company’s accounts payable and accrued liabilities, debt, leases, and unearned revenue occur over the next five years are as follows:

	Year 1		Over 1 Year - 3 Years		Over 3 Years - 5 Years
	$		$		$
Accounts payable and accrued liabilities		1,664,264		-		-
Lease liabilities		1,280,277		1,054,679		197,080
Convertible debentures		194,426		1,062,828		-
Debt		1,956,428		339,664		-
Business acquisition consideration payable		360,000		-		-
Unearned revenue		52,318		-		-
Derivative liability		721,849		-		-
Income tax		311,032		-		-
Total		6,540,594		2,457,171		197,080

Capital Resources

Debt financing

On December 5, 2022, the Company announced the closing of a non-brokered private placement of convertible debentures (the “Convertible Debentures”) with an aggregate principal amount of $2,000,000. The Convertible Debentures bear an interest of 9% per year, paid quarterly, and mature 36 months from the date of issue. The Convertible Debentures are convertible into common shares of the Company at a conversion price of CAD$0.20 per common share. Additionally, on closing, the Company issued to the purchasers of the Convertible Debentures (the “Purchasers”) an aggregate of 6,716,499 warrants (the “Warrants”), that represent 50% coverage of each purchaser’s Convertible Debenture investment. The Warrants are exercisable for a period of three years from issuance into common shares at an exercise price of $0.25 CAD per common share. The Company has the right to accelerate the warrants if the closing share price of the Common Shares on the Canadian Securities Exchange is CAD$0.40 or higher for a period of 10 consecutive trading days. The Convertible Debentures and Warrants issued pursuant to the private placement (and the underlying Common Shares) were subject to a statutory hold period of four months and one day from the closing date.

Trends and expected fluctuations in capital resources

We realized net cash flows from financing of approximately $1.1 million during the three months ended January 31, 2023, (2022 – $0.9 million), resulting from proceeds from debt financing of $2.0 million (2022 - $0.1 million from debt and $1.3 million from equity), less debt, debenture, & lease principal repayments of $0.9 million (2022 - $0.5 million).

Financing activities have been critical to our ability to continue operating, and significant portions of our financing have historically been raised from key management personnel. These individuals have not provided assurance that they will provide additional financing if we require financing but are unable to raise such financing from third parties; this highlights the importance of management’s strategy of scaling operations. Our business strategy contemplates growing cash flows from operations, which may contribute to reinvestment and growth; however, further financing may be required or utilized based upon our future capital position and future business opportunities.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Pg 13 of 31

Transactions with Related Parties

Transactions with key management and directors

During the three months ended January 31, 2023, the Company completed the following related party transactions:

Through its wholly owned subsidiary, GRU Properties, the Company leased a property located in Trail, Oregon (“Trail”) owned by the Company’s President and CEO (“CEO”). The lease was extended during the year ended October 31, 2021, with a term through December 31, 2025. Lease charges of $18,000 were incurred for three months ended January 31, 2023 (2022 – 18,000). The lease liability balance for Trail at January 31, 2023, was $180,264 (October 31, 2022 - $193,312).

During the year ended October 31, 2021, the Company leased a property which is beneficially owned by the CEO and is located in Medford, Oregon (“Lars”) with a term through June 30, 2026. Lease charges for Lars of $46,814 (2022 - $45,450) were incurred for the three months ended January 31, 2023. The lease liability for Lars at January 31, 2023, was $575,375 (October 31, 2022 - $607,900).

During the year ended October 31, 2021, the CEO leased equipment to the Company, which had a balance due of $14,686 at October 31, 2022 (October 31, 2021 - $33,260). Lease payments of $5,983 were made against the equipment leases during the three months ended January 31, 2023 (2022 - $7,630).

Leases liabilities payable to the CEO were $759,518 in aggregate at January 31, 2023 (October 31, 2022 - $810,645).

The CEO earned a royalty of 2.5% of sales of flower produced at Trail through December 31, 2021, at which time the royalty terminated. The CEO earned royalties of $Nil during the three months ended January 31, 2023 (2022 - $305).

During the year ended October 31, 2022, the Company settled $62,900 in long-term liabilities due to the CEO as part of the CEO’s total $300,000 subscription to a non-brokered private placement of common shares on December 9, 2021. During the year ended October 31, 2021, the Company settled $162,899 in long-term accrued liabilities due to the CEO by way of a payment of $62,899 and $100,000 attributed to the CEO’s subscription to a non-brokered private placement on February 5, 2021.

During Q1 2023, the Company incurred expenses of $23,077 (Q1 2022 - $15,000) for services provided by the spouse of the CEO, who is employed as our Community Relations manager. At January 31, 2023, accounts and accrued liabilities payable to this individual were $3,846 (October 31, 2022 - $1,154).

During Q1 2023, the Company, through GR Unlimited, acquired 87% of the membership units of Canopy from the CEO. All payments necessary for GR Unlimited to exercise its option to acquire 87% of Canopy were equal to payments made by Canopy to purchase a controlling 60% interest of Golden Harvests.

Pg 14 of 31

Key management personnel consists of the President and CEO; the Senior Vice President (“SVP”); the former Chief Operating Officer (“COO”)*; and the Chief Financial Officer (“CFO”) of the Company. The compensation to key management is presented in the following table:

Three months ended January 31,	2023		2022
	$		$
Salaries and consulting fees		114,077		193,567
Share-based compensation		-		7,500
Stock option expense		12,000		3,026
Total		126,077		204,093

Stock options granted to key management personnel and close family members of key management personnel include the following. During the three months ended January 31, 2023, 1,500,000 options were granted to the CEO; 750,000 options were granted to the CFO; and 750,000 options were granted to the SVP. During the year ended October 31, 2022, no options were granted to key management personnel. During the year ended October 31, 2021: 500,000 options were granted to the COO, which expired following the COO’s resignation.

Compensation to directors during the three months ended January 31, 2023, was $4,500, (2022 – fees of $4,500 and common share issuances of 93,750 common shares with a fair value of $9,780).

Accounts payable, accrued liabilities, and lease liabilities due to key management at January 31, 2023, totaled $901,170 (October 31, 2022 $947,233).

Debt balances and movements with key management and directors

The following table sets out the movements and balances of debt with related parties during year ended January 31, 2023, and the year ended October 31, 2022. Borrowings from related parties were executed at times because we could identify very limited other sources of financing. The borrowing from the COO was transacted to accelerate expansion of an indoor growing facility at a competitive rate of interest. The borrowings from other than the COO in the table below were transacted to accelerate construction and production in Michigan. The names of the related parties, by designation, are as follows: CEO – Obie Strickler; SVP – Adam August; Directors – Abhilash Patel; and former COO – Thomas Fortner.

	CEO			SVP			Director			COO			Total
	$			$			$			$			$
Balance - October 31, 2021		65,539			131,078			196,617			163,750			556,984
Borrowed		-			-			-			-			-
Interest		24,621			49,242			73,863			1,250			148,976
Payments		(43,361	)		(86,717	)		(130,076	)		(165,000	)		(425,154	)
Balance - October 31, 2022		46,799			93,603			140,404			-			280,806
Borrowed		-			-			-			-			-
Interest		4,619			9,239			13,859			-			27,717
Payments		(12,925	)		(25,851	)		(38,776	)		-			(77,552	)
Balance – January 31, 2023		38,493			76,991			115,487			-			230,971

Pursuant to the loan and related agreements transacted during the year ended October 31, 2020, the CEO, SVP, and a director obtained 5.5%; 1%; and 2.5% of GR Michigan, respectively; third parties obtained 4% as part of the agreements, such that GR Michigan has a 13% non-controlling interest. These parties, except the CEO, obtained the same interests in Canopy; the CEO obtained 92.5% of Canopy Management, of which 87% was acquired by the Company during Q1 2023.

Pg 15 of 31

Other Selected Financial Information

EBITDA and Adjusted EBITDA (non-IFRS measures)

The Company’s “Adjusted EBITDA,” or “aEBITDA,” is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. Adjusted EBITDA is intended to provide a proxy for our operating cash flow before changes in non-cash working capital (“CNCWC”), which was $1,285,028 for the three months ended January 31, 2023 (2022 - $465,720). The Company defines “EBITDA” as the Company’s net income or loss for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on derecognition of derivative liabilities, the effects of fair-value accounting for biological assets and inventory, as well as other non-cash items and items not representative of operational performance as reported in net income (loss). Adjusted EBITDA is defined as EBITDA adjusted for the impact of various significant or unusual transactions. The Company believes that this is a useful metric to evaluate its operating performance, as it allows analysts to compare us to our competitors and derive expectations of our future performance. Adjusted EBITDA increases comparability between comparative companies by adjusting for variability resulting from differences in capital structures, resource allocations and investments, the impact of fair value adjustments on biological assets and inventory and financial statements, which may be volatile and fluctuate significantly from period to period.

	Three months ended
	January 31,
Adjusted EBITDA Reconciliation	2023 ($)			2022 ($)
Net income, as reported		592,537			155,441
Add back realized fair value amounts included in inventory sold		606,715			1,010,478
Deduct unrealized fair value gain on growth of biological assets		(630,872	)		(1,289,514	)
Add back amortization of property & equipment included in cost of sales		276,562			147,463
		844,942			23,868
Add back interest and interest accretion expense, as reported		263,612			266,347
Add back amortization of property and equipment, as reported		115,639			52,010
Add back share-based compensation		55,622			62,296
Add back unrealized loss on marketable securities, as reported					167,804
Add back unrealized loss on derivative liability, as reported		(64,360	)		-
Add back income tax expense, as reported		74,754			37,018
EBITDA		1,290,209			609,343
Performance incentive bonus payment 1		-			179,685
Severance and inactive employee compensation 2		-			61,077
Business development incentive bonus 3		-			153,825
Compliance costs 4		17,997			-
Costs associated with acquisition of Golden Harvests 5		30,000			-
Adjusted EBITDA		1,338,206			1,003,930

¹ Payment to the minority owner and General Manager of Golden Harvests in recognition of outstanding business performance which was in excess of expected ongoing employment performance bonuses.

Pg 16 of 31

² Payments to the COO as part of his transition and no longer being a paid member of the Company’s executive team, effectively a severance package.

³ Payments to the owners of Golden Harvests and Company’s CEO which were emplaced to incentivize business growth during the startup phase of Golden Harvests. These costs are non-recurring in nature and not reflective of operational efficiency during the quarter. Of the $153,825 payment, $100,000 was beneficially made to the CEO, a related party.

⁴ Costs for professional services pertaining to prior periods as a result of efforts to bring current our disclosures with the Securities & Exchange Commission. Our required disclosures were brought current, and over-the-counter trading resumed in the United States.

⁵ Costs associated with our acquisition of the Michigan assets.

Below we reconcile aEBITDA to cash flows from operations before changes in non-cash working capital, in order to present the efficiency with which aEBITDA is converted into cash flows.

	Three months ended
	January 31,
Reconciliation of aEBITDA to cash from operations before CNCWC	2023 ($)			2022 ($)
aEBITDA		1,338,206			1,003,930
Less: Interest expense		(99,504	)		(114,660	)
Less: Income tax expense		(74,754	)		(37,018	)
Add back: non-cash loss on asset disposal		168,144			6,250
Impact of foreign exchange		933			1,805
Less: adjustments to EBITDA to arrive at aEBITDA:
Performance incentive bonus payment		-			(179,685	)
Severance and inactive employee compensation		-			(61,077	)
Business development incentive bonus		-			(153,825	)
Compliance costs		(17,997	)		-
Costs associated with acquisition of Golden Harvests		(30,000	)		-
Cash flows from operations before CNCWC, as reported		1,285,028			465,720
Cash flows from operations before CNCWC as % of aEBITDA		96	%		46	%

Outstanding Share Data

As of the date of this MD&A, the Company had 170,832,611 common shares outstanding.

As of the date of this MD&A, the Company has the following warrants outstanding, exercisable into common shares:

Exercise price (CAD$)		Warrants outstanding		Life (years)		Expiry date
	0.44		2,148,117		0.3	June 28, 2023
	0.25		6,716,499		2.7	December 2, 2025
$	0.30		8,864,616		2.1

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As of the date of this MD&A, the Company has the following stock options outstanding and exercisable into common shares:

Exercise price (CAD$)		Options outstanding		Number exercisable		Remaining Contractual Life (years)		Expiry period
	0.15		1,970,000		1,827,500		1.3		July 2024
	0.15		200,000		200,000		1.6		November 2024
	0.28		1,000,000		850,000		2.1		April 2025
	0.16		1,150,000		1,075,000		2.2		May 2025
	0.15		85,000		75,000		2.6		November 2025
	0.15		400,000		250,000		3.1		April 2026
	0.15		6,400,000		400,000		3.8		January 2027
	0.18		11,205,000		4,677,500		3.0

As of the date of this MD&A, the Company has convertible debentures outstanding with an aggregate principal balance of $2,000,000 and accrued interest of approximately $45,000. The debentures mature December 2, 2025. Interest accrues at 9% per annum and is payable on the last business days of March, June, September, and December. Shares issuable upon conversion as of the date of this MD&A are presented in the table below.

Debenture principal		Accrued interest		USD/CAD exchange rate *		Exercise price (CAD$)		Shares issuable if converted
	2,000,000		45,000		1.3682		0.20		13,989,845

* Most recent exchange rate as published by the Bank of Canada.

Critical Accounting Judgments and Estimation Uncertainties

The preparation of the consolidated financial statements in conformity with IFRS requires that the Company’s management make critical judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The most significant judgments include those related to the ability of the Company to continue as a going concern, the determination of when property and equipment are available for use, and impairment of its financial and non-financial assets. The most significant estimates and assumptions include those related to the valuation of biological assets, the collectability of accounts receivable, the useful lives of property and equipment, inputs used in accounting the determination of the discount rate used to estimate the fair value of the liability component of convertible debt instruments, the discount rates used to calculate present values of lease liabilities, the inputs used in the estimate of the fair value of equity based compensation, and the inputs used in the estimate of the fair value of equity instruments.

Newly Adopted Accounting Pronouncements

Amendments to IAS 41: Agriculture

As part of its 2018-2020 annual improvements to IFRS standards process, the IASB issued amendments to IAS 41. The amendment removes the requirement in paragraph 22 of IAS 41 for entities to exclude taxation cash flow when measuring the fair value of a biological asset using a present value technique. This will ensure consistency with the

Pg 18 of 31

requirements in IFRS 13. The amendment is effective for annual reporting periods beginning on or after January 1, 2022. The Company adopted the Amendments to IAS 41 effective November 1, 2022, which did not have material impact to the Company’s financial statements.

Amendments to IFRS 9: Financial Instruments

As part of its 2018-2020 annual improvements to IFRS standards process, the IASB issued amendments to IFRS 9. The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. An entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment. The amendment is effective for annual reporting periods beginning on or after January 1, 2022 with earlier adoption permitted. The Company adopted the Amendments to IFRS 9 effective November 1, 2022, which did not have material impact to the Company’s financial statements.

Amendments to IAS 37: Onerous Contracts and the Cost of Fulfilling a Contract

The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts. The amendment is effective for annual periods beginning on or after January 1, 2022 with early application permitted. The Company adopted the Amendments to IAS 41 effective November 1, 2022, which did not have material impact to the Company’s financial statements.

Financial Instruments and Other Risk Factors

Market Risk

Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk reflects interest rate risk, currency risk and other price risks.

Interest Rate Risk

At January 31, 2023 and October 31, 2022, the Company’s exposure to interest rate risk relates to long term debt, convertible promissory notes, and finance lease obligations, but its interest rate risk is limited as the aforementioned financial instruments are fixed interest rate instruments

Currency Risk

As at January 31, 2023, the Company had accounts payable and accrued liabilities of CAD$554,871. The Company is exposed to the risk of fluctuation in the rate of exchange between the Canadian Dollar and the United States Dollar.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation.

Credit risk to the Company is derived from cash and trade accounts receivable. The Company places its cash in deposit with United States financial institutions. The Company has established a policy to mitigate the risk of loss related to granting customer credit by primarily selling on a cash-on-delivery basis.

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The carrying amount of cash and trade accounts receivable represents the Company’s maximum exposure to credit risk; the balances of these accounts are summarized in the following table:

	January 31, 2023		October 31, 2022
	$		$
Cash		3,488,046		1,582,384
Accounts Receivable		1,276,546		1,643,959
Total		4,764,592		3,226,343

The allowance for doubtful accounts at January 31, 2023 was $217,260 (October 31, 2022 - $264,719).

Liquidity Risk

Liquidity risk represents the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At January 31, 2023, the Company’s working capital accounts were as follows:

	January 31, 2023			October 31, 2022
	$			$
Cash		3,488,046			1,582,384
Current assets excluding cash		6,687,218			6,327,629
Total current assets		10,175,264			7,910,013
Current liabilities		(6,540,594	)		(5,315,904	)
Working capital		3,634,670			2,594,109

The Company faces risks inherent in an agricultural business.

Cannabis is an agricultural product. There are risks inherent in the agricultural business, such as insects, plant diseases, forest fire and similar agricultural risks. Although some of the Company’s cannabis flower is grown indoors under climate-controlled conditions, with conditions monitored, there can be no assurance that natural elements will not have a material adverse effect on the production of the Company’s products.

Fair Values

A number of the Company’s accounting policies and disclosures require the measurement of fair valued for both financial and nonfinancial assets and liabilities. The Company has an established framework, which includes team members who have overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. The Company regularly assesses significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of the financial instruments at January 31, 2023 are summarized in the following table:

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	Level in fair value hierarchy	Amortized Cost		FVTPL
		$		$
Financial Assets
Cash	Level 1		3,488,046		-
Accounts receivable	Level 2		1,276,546		-
Financial Liabilities
Accounts payable and accrued liabilities	Level 2		1,664,264		-
Debt	Level 2		2,296,092		-
Convertible debentures	Level 2		1,257,254
Business acquisition consideration payable	Level 2		360,000		-
Derivative liability	Level 2		-		721,849

During the year ended January 31, 2023, there were no transfers of amounts between levels.

See additional risk factors relating to the Company as described in section 17 of the Company’s Listing Statement dated November 15, 2018 which can be found under the Company’s profile on www.sedar.com.

Subsequent events

There were no adjusting nor non-adjusting events subsequent to January 31, 2023, and through the date of this report.

Regulatory Disclosure

Grown Rogue derives a substantial portion of its revenues from the cannabis industry in the United States, which industry is illegal under United States federal law. Grown Rogue is indirectly involved (through subsidiaries) in the cannabis industry in the United States where local state laws permit such activities. Currently, its subsidiaries are directly engaged in the manufacture, possession, use, sale or distribution of cannabis in the recreational cannabis marketplace in the State of Oregon and in the recreational and medical marketplaces in the State of Michigan.

The United States federal government regulates drugs through the Controlled Substances Act (the “CSA”), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug. Under federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States and a lack of accepted safety for the use of the drug under medical supervision. The United States Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication.

In the United States cannabis is largely regulated at the state level. Notwithstanding the permissive regulatory environment of medical cannabis at the state level, and the increasing number of states with legal recreational frameworks, cannabis continues to be categorized as a Schedule I controlled substance under the CSA and as such, violates federal law in the United States. Senators Elizabeth Warren and Cory Gardner have introduced a bipartisan Senate bill titled “Strengthening the Tenth Amendment Through Entrusting States (STATES) Act” that would lift the Controlled Substance Act’s restrictions on cannabis in states that have written their own laws. However, there can be no assurances as to when this bill will pass, or if it will pass at all. The Supremacy Clause of the United States Constitution and United States federal laws made pursuant to it are paramount and in case of conflict between federal and state law in the United States, the federal law shall apply.

As a result of the conflicting views between state legislatures and the United States federal government regarding cannabis, investments in cannabis businesses in the United States are subject to inconsistent legislation and regulation.

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The response to this inconsistency was addressed in August 2013 when then Deputy Attorney General, James Cole, authored a memorandum (the “Cole Memorandum”) addressed to all United States district attorneys acknowledging that notwithstanding the designation of cannabis as a controlled substance at the federal level in the United States, several US states had enacted laws relating to cannabis for medical and recreational purposes. The Cole Memorandum outlined certain priorities for the Department of Justice relating to the prosecution of cannabis offenses. In particular, the Cole Memorandum noted that in jurisdictions that enacted laws legalizing cannabis in some form and that also implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level.

In March 2017, newly appointed Attorney General Jeff Sessions again noted limited federal resources and acknowledged that much of the Cole Memorandum had merit; however, he disagreed that it had been implemented effectively and, on January 4, 2018, Attorney General Jeff Sessions issued a memorandum (the “Sessions Memorandum”) that rescinded the Cole Memorandum. As a result of the Sessions Memorandum, federal prosecutors are no longer bound by the priorities in the Cole Memorandum relating to the prosecution of cannabis activities despite the existence of state-level laws that may be inconsistent with federal prohibitions.

There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the Controlled Substances Act with respect to medical and/or adult-use cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current federal law. If the federal government begins to enforce federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, Grown Rogue’s business, results of operations, financial condition and prospects would be materially adversely affected. Until Congress amends the federal law with respect to marijuana use, there is a risk that federal authorities may enforce current federal law against companies such as Grown Rogue for violation of federal law or they may seek to bring an action or actions against Grown Rogue and/or its investors for violation of federal law or otherwise, including, but not limited to, a claim against investors for aiding and abetting another’s criminal activities.

In light of the uncertainty surrounding the treatment of United States cannabis-related activities, including the rescission of the Cole Memorandum, the Canadian Securities Administrators published a staff notice (Staff Notice 51-352 (Revised)) on February 8, 2018 setting out certain disclosure expectations for issuers with United States cannabis-related activities. Staff Notice 51-352 (Revised) includes additional disclosure expectations that apply to all issuers with United States cannabis-related activities, including those with direct and indirect involvement in the cultivation and distribution of cannabis, as well as issuers that provide goods and services to third parties involved in the United States cannabis industry.

In accordance with the Canadian Securities Administrators Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”), below is a table of concordance that is intended to assist readers in identifying the disclosure expectations outlined in Staff Notice 51-352.

In accordance with Staff Notice 51-352, this section provides a discussion of the federal and state-level U.S. regulatory regimes in the jurisdictions where Grown Rogue is currently directly involved through its subsidiaries or is planning to be directly involved in the future. Certain Grown Rogue subsidiaries are directly engaged in the manufacture, possession, use, sale or distribution of cannabis in the recreational cannabis marketplace in the State of Oregon and in the medical and recreational marketplaces in the State of Michigan. In accordance with Staff Notice 51-352, Grown Rogue will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and the same will be supplemented and amended to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding marijuana regulation. Any non-compliance, citations or notices of violation which may have an impact on Grown Rogue’s licenses, business activities or operations will be promptly disclosed by Grown Rogue.

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All Issuers with US Marijuana-Related Activities	Response
Describe the nature of the issuer’s involvement in the U.S. marijuana industry and include the disclosures indicates for at least one of the direct, indirect and ancillary industry involvement types.	See above under “Description of Business”. See below under “U.S. Regulatory Matters”
Prominently state that marijuana is illegal under US federal law and that enforcement of relevant laws is a significant risk	See above
Discuss any statements and other available guidance made by federal authorities or prosecutors regarding the risk of enforcement action in any jurisdiction where the issuer conducts U.S. marijuana-related activities.	See below under “U.S. Regulatory Matters” See the following risk factors included in the Company’s Listing Statement available on www.SEDAR.com: Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law Section 17 – Risk Factors – Because marijuana is illegal under federal law, investing in cannabis business could be found to violate the US Federal CSA
Outline related risks including, among others, the risk that third party service providers could suspend or withdraw services and the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S.	See the following risk factors included in the Company’s Listing Statement available on www.SEDAR.com: Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law Section 17 – Risk Factors – Because marijuana is illegal under federal law, investing in cannabis business could be found to violate the US Federal CSA Section 17 – Risk Factors – Risks Relating to Other Laws and Regulations Section 17 – Risk Factors – Current and Future Consumer Protection Regulatory Requirements Section 17 – Risk Factors – Operational Risks Section 17 – Risk Factors – Grown Rogue will not be able to deduct many normal business expenses Section 17 – Risk Factors – External Factors Section 17 – Risk Factors – Failure to Protect Intellectual Property

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All Issuers with US Marijuana-Related Activities	Response
	Section 17 – Risk Factors – Agricultural Operations Section 17 – Risk Factors – Liability, Enforcement Complaints etc. Section 17 – Risk Factors – Grown Rogue’s business is highly regulated and it may not be issued necessary licenses, permits, and cards Section 17 – Risk Factors – Licenses Section 17 – Risk Factors – Local Laws and Ordinances Section 17 – Risk Factors – Third party service providers to Grown Rogue may withdraw or suspend their service Section 17 – Risk Factors – Grown Rogue may not be able to obtain or maintain a bank account Section 17 – Risk Factors – Grown Rogue’s contracts may be unenforceable and property may be subject to seizure Section 17 – Risk Factors – The protections of US bankruptcy law may be unavailable Section 17 – Risk Factors – Grown Rogue may have a difficult time obtaining insurance which may expose Grown Rogue to additional risk and financial liabilities Section 17 – Risk Factors – Grown Rogue’s websites are accessible in jurisdictions where medicinal or recreational use of marijuana is not permitted and, as a result Grown Rogue may be found to be violating the laws of those jurisdictions Section 17 – Risk Factors – The marijuana industry faces significant opposition in the United States
Given the illegality of marijuana under US federal law, discuss the issuer’s ability to access both public and private capital and indicate what financing options are/are not available in order to support continuing operations.	See above under “Description of Business”. See the following risk factor included in the Company’s Listing Statement available on www.SEDAR.com: Section 17 – Risk Factors – Grown Rogue may not be able to obtain or maintain a bank account
Quantify the issuer’s balance sheet and operating statement exposure to U.S. marijuana-related activities.	100% of Grown Rogue’s balance sheet and operating statements are exposed to U.S. marijuana-related activities.

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All Issuers with US Marijuana-Related Activities Response

Disclose if legal advice has not been obtained, either in the form of a legal opinion or otherwise, regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law.	Grown Rogue has received legal advice from multiple attorneys regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law.
CSA Requirement – US Marijuana Issuers with direct involvement in cultivation or distribution	Response
Outline the regulations for U.S. states in which the issuer operates and confirm how the issuer complies with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.	See below under “U.S. Regulatory Matters”
Discuss the issuer’s program for monitoring compliance with U.S. state law on an ongoing basis, outline internal compliance procedures and provide a positive statement indicating that the issuer is in compliance with U.S. state law and the related licensing framework. Promptly disclose any non-compliance, citations or notices of violation which may have an impact on the issuer’s licence, business activities or operations.	See below under “U.S. Regulatory Matters” See the following risk factors included in the Company’s Listing Statement available on www.SEDAR.com: Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law Section 17 – Risk Factors – Risks Relating to Other Laws and Regulations Section 17 – Risk Factors – Grown Rogue’s business is highly regulated and it may not be issued necessary licenses, permits, and cards Section 17 – Risk Factors – Licenses Section 17 – Risk Factors – Liability, Enforcement Complaints etc.

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US Marijuana Issuers with indirect involvement in cultivation or distribution	Response
Outline the regulations for U.S. states in which the issuer’s investee(s) operate.	N/A
Provide reasonable assurance, through either positive or negative statements, that the investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. Promptly disclose any non-compliance, citations or notices of violation, of which the issuer is aware, that may have an impact on the investee’s licence, business activities or operations.	N/A
US Marijuana Issuers with material ancillary involvement	Response
Provide reasonable assurance, through either positive or negative statements, that the applicable customer’s or investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state.	N/A

U.S. Regulatory Matters

Grown Rogue (through its subsidiaries) has direct involvement in the cultivation and distribution of marijuana in the United States. Grown Rogue and its subsidiaries are primarily involved in the U.S. marijuana industry as a seed to retail company with operations currently in Oregon (a state that has legalized recreational marijuana). Currently Grown Rogue through its subsidiaries produces recreational marijuana and distributes it to dispensaries throughout Oregon.

Producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a federal crime in the United States. The United States federal government regulates drugs through the Controlled Substances Act (the “Federal CSA”), which places controlled substances, including cannabis, on one of five schedules. Cannabis is currently classified as a Schedule I controlled substance, which is viewed as having a high potential for abuse and having no currently accepted medical use in treatment in the United States. No prescriptions may be written for Schedule I substances, and such substances are subject to production quotas imposed by the United States Drug Enforcement Administration (the “DEA”). Schedule I drugs are the most tightly restricted category of drugs under the Federal CSA.

State and territorial laws that allow the use of medical cannabis or legalize cannabis for adult recreational use are in conflict with the Federal CSA, which makes cannabis use and possession illegal at the federal level. Because cannabis is a Schedule I controlled substance, however, the development of a legal cannabis industry under the laws of these states is in conflict with the Federal CSA, which makes cannabis use and possession illegal on a federal level. Additionally, the Supremacy Clause of the United States Constitution establishes that the Constitution, federal laws made pursuant to the Constitution, and treaties made under the Constitution’s authority constitute the supreme law of the land. The Supremacy Clause provides that state courts are bound by the supreme law; in case of conflict between federal and state law, including Oregon and other state law legalizing certain cannabis uses, the federal law must be applied.

Until Congress amends the Federal CSA with respect to marijuana use, there is a risk that federal authorities may enforce current federal law against companies such as Grown Rogue for violation of federal law or they may seek to bring an action or actions against Grown Rogue and/or its investors for violation of federal law or otherwise, including, but not

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limited to, a claim against investors for aiding and abetting another’s criminal activities. The US federal aiding and abetting statute provides that anyone who commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal. Additionally, even if the U.S. federal government does not prove a violation of the Federal CSA, the U.S. federal government may seize, through civil asset forfeiture proceedings, certain assets such as equipment, real estate, moneys and proceeds, or your assets as an investor in the Company, if the U.S. federal government can prove a substantial connection between these assets or your investment and marijuana distribution or cultivation.

Because many states in the United States have approved certain medical or recreational uses of cannabis, the U.S. Department of Justice, through the Cole Memorandum, had previously described a set of priorities for federal prosecutors operating in states that had legalized the medical or other adult use of cannabis. The Cole Memorandum represented a significant shift in U.S. federal government priorities away from strict enforcement of federal cannabis prohibition.

However, the Cole Memorandum was merely a directive regarding enforcement and did not overturn or invalidate the Federal CSA or any other federal law or regulation.

The Cole Memorandum was rescinded in January 2018 by Jeff Sessions, the former U.S. Attorney General, who deemed it “unnecessary”. This is based on Mr. Sessions’s belief, which was also expressed in the Cole Memorandum that each state’s federal prosecutor should “follow the well-established principles that govern all federal prosecutions. These principles require federal prosecutors deciding which cases to prosecute to weigh all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes on the community.” The rescission of the Cole Memorandum, and comments made publicly by Mr. Sessions and other members of the Trump Administration, signal a significant shift by the U.S. federal government back to more strict enforcement of federal law.

On January 4, 2018, Billy J. Williams, the former United States Attorney for the District of Oregon and former Multnomah County (Oregon) Deputy District Attorney who handled major violent crimes and later served as a Chief of the Violent Crimes Unit and as the Indian Country AUSA/Tribal Liaison for the Department of Justice prior to being appointed as the federal prosecutor for Oregon, Mr. Williams provided the below statement on marijuana enforcement in the District of Oregon: “As noted by Attorney General Sessions, today’s memo on marijuana enforcement directs all U.S. Attorneys to use the reasoned exercise of discretion when pursuing prosecutions related to marijuana crimes. We will continue working with our federal, state, local and tribal law enforcement partners to pursue shared public safety objectives, with an emphasis on stemming the overproduction of marijuana and the diversion of marijuana out of state, dismantling criminal organizations and thwarting violent crime in our communities.”

In an editorial published on January 12, 2018, Mr. Williams wrote: “In sum, I have significant concerns about the state’s current regulatory framework and the resources allocated to policing marijuana in Oregon.”

At a meeting on February 2, 2018, Mr. Williams told Oregon’s top politicians and law enforcement officials that there’s more cannabis being produced in the state than can legally be consumed. “And make no mistake about it, we’re going to do something,” Williams told dozens of politicians, tribal leaders, sheriffs as well as representatives of the FBI and the U.S. Drug Enforcement Administration. “Here’s what I know, in terms of the landscape here in Oregon: We have an identifiable and formidable marijuana over-production and diversion problem,” Williams said. “That’s the fact. My responsibly is to work with our state partners to do something about it.”

Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is illegal under U.S. federal law, investing in cannabis business could be found to violate the Federal CSA. As a result, individuals involved with cannabis business, including but not limited to investors and lenders, may be indicted under U.S. federal law. An investment in the Company may: (a) expose an investor personally to criminal liability under U.S. federal law, resulting

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in monetary fines and jail time; and (b) expose any real and personal property used in connection with Grown Rogue’s business to seizure and forfeiture to the U.S. federal government.

Active enforcement of the current federal law on cannabis may thus directly and adversely affect revenues and profits of Grown Rogue. The risk of strict enforcement of the Federal CSA remains uncertain.

U.S. Federal Laws Applicable to Banking

Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a crime under the Federal CSA, most U.S. banks and other financial institutions are unwilling to provide banking services to marijuana businesses due to concerns about criminal liability under the Federal CSA as well as concerns related to federal money laundering rules under the U.S. Bank Secrecy Act. Canadian banks are also hesitant to deal with cannabis companies, due to the uncertain legal and regulatory framework of the industry. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to cannabis businesses.

Under U.S. federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan, or any other service could be found guilty of money laundering or conspiracy. In both Canada and the United States transactions by cannabis businesses involving banks and other financial institutions are both difficult and unpredictable under the current legal and regulatory landscape. Though guidelines issued in past years allow financial institutions to provide bank accounts to certain cannabis businesses, few U.S. banks have taken advantage of those guidelines and many U. S. cannabis businesses still operate on an all-cash basis.

Oregon State Regulation

The Oregon Medical Marijuana Program (“OMMP”) is a state registry program within the Public Health Division, Oregon Health Authority (“OHA”). The role of the OHA is to administer the Oregon Medical Marijuana Act. The OMMP allows individuals with a medical history of one or more qualifying illnesses and a doctor’s written statement to apply for registration with the OMMP. Qualified applicants are issued a medical marijuana card that entitles them to legally possess and cultivate cannabis, subject to certain limitations.

On November 4, 2014, Oregon voters passed Measure 91, known as the Control, Regulation, and Taxation of Marijuana and Industrial Hemp Act (the “Act”), effectively ending the state’s prohibition of recreational marijuana and legalizing the possession, use, and cultivation of marijuana within legal limits by adults 21 years and older. The Act did not amend or effect the Oregon Medical Marijuana Act and the OMMP. The Act empowered the Oregon Liquor Control Commission (“OLCC”) with regulating sales of recreational marijuana in Oregon. It is possible that the voters could potentially repeal the law that permits both the medical and recreational marijuana industry to operate under state law.

Under current Oregon law, possession and home cultivation by adults at least 21 years old is allowed within legal limits. Public sales of marijuana and marijuana products may be done only through licensed retailers. The OLCC has the authority to decide how many licenses to allow in a specific area or location and may refuse granting a license if there are reasonable grounds to believe there are sufficient licenses in the area or if the granting of a license is not demanded by public interest or convenience. The OLCC may disqualify applicants for a number of reasons, including for lacking a good moral character, for lacking sufficient financial resources or responsibility, for relevant past convictions, and for using marijuana, alcohol, or drugs “to excess.”

Grown Rogue has a comprehensive compliance program, which tracks all aspects of operations through the METRC program (an online software tool mandated through the State of Oregon that tracks seed to retail purchases), as well as compliance with all state and federal employment and other safety regulations.

Grown Rogue is periodically advised by various outside attorneys about the requirements for compliance with Oregon law.

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Grown Rogue is in compliance with Oregon state law and its related licensing framework.

Michigan State Regulation

In November 2008, Michigan residents approved the Michigan Medical Marihuana Act20 (the “MMMA”) to provide a legal framework for a safe and effective medical marijuana program. In September 2016, the Michigan Senate passed the Medical Marihuana Facilities Licensing Act21 (the “MMFLA”) and the Marihuana Tracking Act (the “MTA” and together with the MMMA and the MMFLA, the “Michigan Cannabis Regulations”) to provide a comprehensive licensing and tracking scheme, respectively, for the medical marijuana program. Additionally, the Michigan Department of Licensing and Regulatory Affairs and its licensing board (“LARA”) has supplemented the Michigan Cannabis Regulations with “Emergency Rules” to further clarify the regulatory landscape surrounding the medical marijuana program. LARA is the main regulatory authority for the licensing of marijuana businesses.

Under the MMFLA, LARA administrates five types of “state operating licenses” for medical marijuana businesses: (a) a “grower” license, (b) a “processor” license, (c) a “secure transporter” license, (d) a “provisioning center” license and (e) a “safety compliance facility” license. There are no stated limits on the number of licenses that can be made available on a state level; however, LARA has discretion over the approval of applications and municipalities can pass additional restrictions.

On November 6, 2018, Michigan voters approved Proposal 1, to make marihuana legal under state and local law for adults 21 years of age or older and to control the commercial production and distribution of marihuana under a system that licenses, regulates, and taxes the businesses involved. The act will be known as the Michigan Regulation and Taxation of Marihuana Act24. According to Proposal 1, LARA is required to art accepting applications for retail (recreational) dispensaries within 12 months of the measure’s effective date.

Grown Rogue has a comprehensive compliance program, which tracks all aspects of operations through the METRC program (an online software tool mandated through the State of Michigan that tracks seed to retail purchases), as well as compliance with all state and federal employment and other safety regulations.

Grown Rogue is periodically advised by various outside attorneys about the requirements for compliance with Michigan law.

Grown Rogue is in compliance with Michigan state law and its related licensing framework.

Michigan License

State operating licenses for marijuana businesses have a 1 year term and are annually renewable if certain conditions are met: (a) the renewal application is submitted prior to the date the license expires, or within sixty (60) days of expiration if all other conditions are met and a late fee is paid, (b) the licensee pays the regulatory assessment fee set by LARA and (c) the licensee continues to meet the requirements to be a licensee under the Michigan Cannabis Regulations. Each renewal application is reviewed by LARA, but there is no guarantee of a timely renewal. There is no ultimate expiry after which no renewals are permitted.

Michigan Regulations

Michigan Marijuana Products may be purchased in a retail setting from a provisioning center by a registered qualified patient or registered primary caregivers connected to a registered qualifying patient (“Michigan Qualified Purchaser”); in each case, Michigan Qualified Purchasers must present a valid registry identification card issued by LARA (a “Michigan Registry ID”). For a Michigan Qualified Purchaser to receive Michigan Marijuana Products, provision centers must deploy an inventory control and tracking system that is capable of interfacing with the statewide monitoring system to determine (a) whether a Michigan Qualified Purchaser holds a Michigan Registry ID and (b) whether the sale or transfer will exceed the then-current daily and monthly purchasing limit for the holder of the Michigan Registry ID.

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In order to receive a Michigan Registry ID, an applicant must provide: a completed application dated within one year of submission, a written certification from a physician with a bona-fide physician-patient relationship to the underlying patient, the application or renewal fee, contact information for the patient, caregiver (if applicable) and physician, as well as proof of Michigan residency.

For registered qualifying patients, the daily purchasing limit is 2.5 ounces, and for registered primary caregivers, the daily purchasing limit is 2.5 ounces per underlying registered qualifying patient that the registered primary caregiver is connected with through the registration process. Finally, the licensee shall verify in the statewide monitoring system that the sale or transfer does not exceed the monthly purchasing limit of ten (10) ounces of marihuana product per month to a qualifying patient, either directly or through the qualifying patient’s registered primary caregiver.

Allowable forms of medical marihuana includes smokable dried flower, dried flower for vaporizing and marihuana infused products, which are defined under the Act to include topical formulations, tinctures, beverages, edible substances or similar products containing usable marijuana that is intended for human consumption in a matter other than smoke inhalation. Under the Michigan Cannabis Regulations, marijuana-infused products shall not be considered food.

Qualifying conditions for the medical marijuana program in Michigan are the following:

● Cancer, glaucoma, positive status for human immunodeficiency virus, acquired immune deficiency syndrome, hepatitis C, amyotrophic lateral sclerosis, Crohn’s disease, agitation of Alzheimer’s disease, nail patella or the treatment of these conditions;

● A chronic or debilitating disease or medical condition or its treatment that produces 1 or more of the following: cachexia or wasting syndrome; severe and chronic pain; severe nausea; seizures, including but not limited to those characteristic of epilepsy; or severe and persistent muscle spasms, including but not limited to those characteristic of multiple sclerosis;

● Post-Traumatic Stress Disorder (PTSD); and/or

● Any other medical condition or its treatment approved by the department under the Michigan Cannabis Regulations.

Reporting Requirements

Pursuant to the requirements of the MTA, Michigan selected Franwell’s METRC software as the state’s third-party solution for integrated marijuana industry verification. Using METRC, regulators are able to track third party inventory, permissible sales and seed-to-sale information. Additionally, provisioning centers can use the METRC API to connect their own inventory management and/or point-of-sale systems to verify the identity as well as permissible sales for Michigan Qualified Purchasers.

Storage and Security

To ensure the safety and security of cannabis business premises and to maintain adequate controls against the diversion, theft, and loss of cannabis or cannabis products, a provisioning center is required to:

Maintain and submit a security operations plan that includes the following at a minimum:

● Escorts for all non-employee personnel in limited access areas.

● Secure locks for all interior rooms, windows and points of entry and exits with commercial grade, nonresidential door locks.

● An alarm system. Licensees will make all information related to the alarm system including monitoring and alarm activity available to LARA.

● A video surveillance system that, at a minimum, consists of digital or network video recorders, cameras, video monitors, digital archiving devices and a color printer capable of delivering still photos.

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● 24-hour surveillance footage with fixed, mounted cameras, tamper/theft proof secured storage mediums and a notification system for interruption or failure of surveillance footage or storage of surveillance footage. All surveillance footage must be of sufficient resolution to identify individuals, have accurate time/date stamps and be stored for a minimum of 14 days unless state regulators notify that such recordings may be destroyed.

● State access to view and obtain copies of any surveillance footage through LARA or related investigators, agents, auditors and/or state police. A facility shall also provide copies of recordings to LARA upon request.

● Logs of the following: the identities of the employee or employees responsible for monitoring the video surveillance system, the identity of the employee who removed the recording from the video surveillance system storage device and the time and date removed and the identity of the employee who destroyed any recording.

Maintain marijuana storage plan for provisioning centers that includes the following at a minimum:

● A secured limited access area for inventories of Michigan Marijuana Products.

● Clearly labeled containers (a) marked, labeled or tagged, (b) enclosed on all sides and (c) latched or locked to keep all contents secured within. All such containers must be identified and tracked in accordance with the MTA.

● A locked area for chemical and solvents separate from Michigan Marijuana Products.

● Separation of marijuana-infused products from toxic or flammable materials.

● A sales or transfer counter or barrier separated from stock rooms to ensure registered qualifying patients or registered primary caregivers do not have direct access to Michigan Marijuana Products.

There are significant risks associated with the business of the Company, as described above and in Section 17 – Risk Factors of the Company’s Listing Statement as filed on www.sedar.com. Readers are strongly encouraged to carefully read all of the risk factors contained in Section 17 – Risk Factors of the Company’s Listing Statement.

Internal Control over Financial Reporting and Disclosure Controls

Management, including the President and CEO and the CFO, is responsible for designing, establishing, and maintaining a system of internal controls over financial reporting (“ICFR”) to provide reasonable assurance that all information prepared by the Company for external purposes is reliable and timely. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with IFRS.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately reflect the transactions of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated Financial Statements. Due to its inherent limitations, internal control over financial reporting and disclosure may not prevent or detect all misstatements.

The CEO and CFO have evaluated whether there were changes to the ICFR during the three months ended January 31, 2023, that have materially affected, or are reasonably likely to materially affect, the ICFR. As a result, no such significant changes were identified through their evaluation.

There have been no material changes in the Company’s internal control over financial reporting during the three months ended January 31, 2023, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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EX-99.4

Exhibit 4

Form 52-109FV2

Certification of Interim Filings – Venture Issuer Basic Certificate

I, J. Obie Strickler, President and Chief Executive Officer of Grown Rogue International Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Grown Rogue International Inc. (the “issuer”) for the interim period ended January 31, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 27, 2023.

(signed) “J. Obie Strickler”

J. Obie Strickler

President and Chief Executive Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
	i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.5

Exhibit 5

Form 52-109FV2

Certification of Interim Filings – Venture Issuer Basic Certificate

I, Ryan Kee, Chief Financial Officer and Corporate Secretary of Grown Rogue International Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Grown Rogue International Inc. (the “issuer”) for the interim period ended January 31, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 27, 2023.

(signed) “Ryan Kee”

Ryan Kee

Chief Financial Officer

and Corporate Secretary

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
	i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.