Mga Batayang Estadistika
| CIK | 1463000 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Grown Rogue International Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 13, 2025 |
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: August 13, 2025 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 975 |
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| August 13, 2025 |
EXHIBIT 99.1 GROWN ROGUE INTERNATIONAL INC. Unaudited Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2025, and 2024 Expressed in United States Dollars Table of Contents Unaudited Condensed Consolidated Statements of Financial Position 3 Unaudited Condensed Consolidated Statements of Income (Loss) 4 Unaudited Condensed Consolidated Statements of Changes in E |
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| August 13, 2025 |
EXHIBIT 99.2 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 Pg 1 of 51 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Results of Operations 12 Summary of Quarterly Results 20 Liquidity 20 Capital Resources 26 Off-Balance Sheet Arrangement |
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| August 12, 2025 |
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: August 12, 2025 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 975 |
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| August 12, 2025 |
EXHIBIT 99.1 Grown Rogue Reports Second Quarter 2025 Results • Pro Forma Revenue and Pro Forma Adjusted EBITDA, including New Jersey affiliate, ABCO Garden State LLC ("ABCO"), were $8.01 million and $1.82 million, respectively, up 4% and down 12% year-over-year, and up 8% and down 2% on an apples-to-apples basis, excluding the 2024 second quarter contributions from the termination of the Vireo ser |
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| August 1, 2025 |
Exhibit 1 GROWN ROGUE INTERNATIONAL INC. Unaudited Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2025 Expressed in United States Dollars Table of Contents Unaudited Condensed Consolidated Statements of Financial Position 3 Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) 4 Unaudited Condensed Consolidated Statements of Changes in Equity |
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| August 1, 2025 |
Exhibit 2 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2025 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Selected Financial Information 12 Results of Operations 13 Summary of Quarterly Results 18 Liquidity 18 Capital Resources 24 Off-Balance Shee |
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| August 1, 2025 |
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: July 31, 2025 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 |
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| July 25, 2025 |
EXHIBIT 99.1 Grown Rogue to Report Second Quarter 2025 Financial Results and Host Conference Call on August 12, 2025 MEDFORD, Ore., July 21, 2025 /CNW/ - Grown Rogue International Inc. ("Grown Rogue" or the "Company") (CSE: GRIN) (OTC: GRUSF), a flower-forward cannabis company combining craft values with disciplined execution, will report its financial results for the second quarter ended June 30, |
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| July 25, 2025 |
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: July 21, 2025 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 |
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| April 30, 2025 |
EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Grown Rogue International Inc. (the “Company”) on Form 20-F for the two months ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Marchington, Chief Financia |
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| April 30, 2025 |
MEMBERSHIP INTEREST PURCHASE AGREEMENT Exhibit 4.48 THIS AGREEMENT IS SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF THE ACT (AS DEFINED IN SECTION 10(M)) OR THE GUIDANCE OR INSTRUCTION OF THE REGULATOR (AS DEFINED IN SECTION 10(M)). MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE |
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| April 30, 2025 |
ROGUE EBC, LLC JOINT VENTURE OPERATING AGREEMENT Dated as of March 4, 2024 Exhibit 4.50 ROGUE EBC, LLC JOINT VENTURE OPERATING AGREEMENT Dated as of March 4, 2024 THE MEMBERSHIP INTERESTS (AS DEFINED IN THIS AGREEMENT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND WERE ACQUIRED PURSUANT TO AN INVESTMENT REPRESENTATION BY THE RECORD OWNER. THE MEMBERSHIP INTERESTS ARE NOT TRANSFERABLE, ABSENT EITHER REGISTRATION UND |
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| April 30, 2025 |
Exhibit 4.52 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTI |
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| April 30, 2025 |
SECURED DRAW DOWN PROMISSORY NOTE Exhibit 4.51 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTI |
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| April 30, 2025 |
EXHIBIT 12.1 CERTIFICATIONS I, J. Obie Strickler, certify that: 1. I have reviewed this Report on Form 20-F of Grown Rogue International Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re |
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| April 30, 2025 |
Exhibit 4.49 COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is dated this 11th day of December, 2023 (the “Lease Date”), between 345 N. Lakewood, LLC as beneficiary of title holder Chicago Title Land Trust Company Trust Number 8002382049 (“Landlord”), and Rogue EBC, LLC (“Tenant”). SCHEDULE OF BASIC TERMS (“SCHEDULE”) Building: All existing structures located at 345 Lakewood Avenue |
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| April 30, 2025 |
EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Grown Rogue International Inc. (the “Company”) on Form 20-F for the two months ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Obie Strickler, Chief Executive |
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| April 30, 2025 |
EXHIBIT 2.1 DESCRIPTION OF THE RIGHTS OF EACH CLASS OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 20-F of which this Exhibit 2.1 is a part, Grown Rogue International Inc. (the “Company”, “we”, “us” or “our”) has only one class of securities registered under Section 12 of the Securities Exchange Ac |
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| April 30, 2025 |
EXHIBIT 12.2 CERTIFICATIONS I, Andrew Marchington, certify that: 1. I have reviewed this Report on Form 20-F of Grown Rogue International Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2024 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ |
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| April 30, 2025 |
Exhibit 1.17 BCA - Articles of Amendment - GROWN ROGUE INTERNATIONAL INC. - OCN:1810244 - June 27, 2024 Ministry of Public and Business Service Delivery Articles of Amendment Business Corporations Act Corporation Name (Date of Incorporation/Amalgamation) GROWN ROGUE INTERNATIONAL INC. (November 30, 2009) 1. The name of the corporation is changed to: Not amended 2. The number of directors or the mi |
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| April 15, 2025 |
Form 51-102F3 Material Change Report Exhibit 1 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| April 15, 2025 |
Grown Rogue Provides New Jersey Cultivation Update Exhibit 4 Grown Rogue Provides New Jersey Cultivation Update ● Preliminary revenue for Grown Rogue’s New Jersey cultivation affiliate, ABCO Garden State, LLC (“ABCO”), was US$1. |
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| April 15, 2025 |
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: April 15, 2025 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 9750 |
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| April 15, 2025 |
Grown Rogue to Hold First Quarter 2025 Results Conference Call on May 13, 2025 Exhibit 2 Grown Rogue to Hold First Quarter 2025 Results Conference Call on May 13, 2025 Medford, Oregon, April 10, 2025 – Grown Rogue International Inc. |
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| April 15, 2025 |
Grown Rogue Announces Conversion of Remaining Debentures Exhibit 3 Grown Rogue Announces Conversion of Remaining Debentures Medford, Oregon, April 14, 2025 – Grown Rogue International Inc. |
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| April 10, 2025 |
FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION Exhibit 21 FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION I, MARCHINGTON, Andrew, an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. |
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| April 10, 2025 |
Exhibit 27 GUARANTY THIS GUARANTY (“Guaranty”) is made as of March 27, 2025, by Grown Rogue International Inc. |
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| April 10, 2025 |
Exhibit 11 February 18, 2025 By SEDAR+ Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Autorité des Marchés Financiers New Brunswick Financial and Consumer Services Commission Nova Scotia Securities Commission Office of the Superintendent of Securities, Prince Edward Island Securities NL, Government of Newfoundland and Labrador Government of the Northwest Territories, Office of the Superintendent of Securities Government of Yukon, Office of the Superintendent of Securities Government of Nunavut, Office of the Superintendent of Securities Re: Grown Rogue International Inc. |
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| April 10, 2025 |
Grown Rogue Appoints New Chief Financial Officer Exhibit 5 Grown Rogue Appoints New Chief Financial Officer Medford, Oregon, January 2, 2025 – Grown Rogue International Inc. |
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| April 10, 2025 |
Grown Rogue Reports Fourth Quarter and Annual 2024 Results Exhibit 25 Grown Rogue Reports Fourth Quarter and Annual 2024 Results Medford, Oregon, March 31, 2025 – Grown Rogue International Inc. |
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| April 10, 2025 |
Report of Independent Auditors Exhibit 19 GROWN ROGUE INTERNATIONAL INC. Consolidated Financial Statements For the Year ended December 31, 2024, The Two Months ended December 31, 2023, and the Year Ended October 31, 2023 Expressed in United States Dollars Table of Contents Consolidated Statements of Financial Position 7 Consolidated Statements of Comprehensive Income (Loss) 8 Consolidated Statements of Changes in Equity 9 Conso |
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| April 10, 2025 |
Grown Rogue Appoints Josh Rosen as Chief Strategy Officer Exhibit 9 Grown Rogue Appoints Josh Rosen as Chief Strategy Officer Medford, Oregon, February 3, 2025 – Grown Rogue International Inc. |
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| April 10, 2025 |
Grown Rogue International Inc. Exhibit 17 Ontario Securities Commission Commission des valeurs mobilières de l’Ontario 22nd Floor 20 Queen Street West Toronto ON M5H 3S8 22e étage 20, rue queen ouest Toronto ON M5H 3S8 RECEIPT Grown Rogue International Inc. |
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| April 10, 2025 |
Exhibit 8 This amended and restated preliminary short form prospectus is an amended and restated preliminary base shelf prospectus. |
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| April 10, 2025 |
SHORT FORM BASE SHELF PROSPECTUS New Issue Exhibit 14 No securities regulatory authority has expressed an opinion about these securities, and it is an offence to claim otherwise. |
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| April 10, 2025 |
Exhibit 7 QUALIFICATION CERTIFICATE TO: Ontario Securities Commission, as principal regulator British Columbia Securities Commission Alberta Securities Commission Nova Scotia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission (New Brunswick) The Office of the Su |
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| April 10, 2025 |
FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 22 FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE I, J. |
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| April 10, 2025 |
Exhibit 2 QUALIFICATION CERTIFICATE TO: Ontario Securities Commission, as principal regulator British Columbia Securities Commission Alberta Securities Commission Nova Scotia Securities Commission RE: Grown Rogue International Inc. |
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| April 10, 2025 |
Grown Rogue Closes US$7.0M Credit Facility at ~9% Interest Exhibit 18 Grown Rogue Closes US$7.0M Credit Facility at ~9% Interest ● Closes $7.0M four-year credit facility with a national, FDIC-insured commercial bank ● Proceeds will be used to support existing growth initiatives, provide additional working capital, and retire small amounts of existing debt Medford, Oregon, March 31, 2025 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CS |
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| April 10, 2025 |
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS New Issue and/or Secondary Offering Exhibit 1 This preliminary short form prospectus is a preliminary base shelf prospectus. |
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| April 10, 2025 |
Exhibit 26 CREDIT AGREEMENT This Credit Agreement (as amended from time to time, this “Agreement”), dated March 27, 2025, is between Bridge Bank, a division of Western Alliance Bank (the “Lender”), and Grown Rogue Unlimited, LLC, an Oregon limited liability company (the “Borrower”). |
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| April 10, 2025 |
Grown Rogue Commences Sales in New Jersey Exhibit 4 Grown Rogue Commences Sales in New Jersey Medford, Oregon, December 10, 2024 – Grown Rogue International Inc. |
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| April 10, 2025 |
Grown Rogue International Inc. Exhibit 10 Ontario Securities Commission Commission des valeurs mobilières de l’Ontario 22nd Floor 20 Queen Street West Toronto ON M5H 3S8 22e étage 20, rue queen ouest Toronto ON M5H 3S8 RECEIPT Grown Rogue International Inc. |
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| April 10, 2025 |
Exhibit 24 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2024 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Selected Financial Information 12 Results of Operations 13 Summary of Quarterly Results 18 Liquidity 18 Capital Resources 23 Off-Balance Sheet Ar |
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| April 10, 2025 |
Exhibit 13 February 18, 2025 VIA SEDAR+ Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Autorité des Marchés Financiers New Brunswick Financial and Consumer Services Commission Nova Scotia Securities Commission Office of the Superintendent of Securities, Prince Edward Island Securities NL, Government of Newfoundland and Labrador Government of the Northwest Territories, Office of the Superintendent of Securities Government of Yukon, Office of the Superintendent of Securities Government of Nunavut, Office of the Superintendent of Securities Re: Grown Rogue International Inc. |
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| April 10, 2025 |
[The remainder of this page is left blank intentionally] Exhibit 15 UNDERTAKING TO: Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Autorité des Marchés Financiers New Brunswick Financial and Consumer Services Commission Nova Scotia Securities Commission Office of the Superintendent of Securities, Prince Edward Island Securities NL, Government of Newfoundland and Labrador Government of the Northwest Territories, Office of the Superintendent of Securities Government of Yukon, Office of the Superintendent of Securities Government of Nunavut, Office of the Superintendent of Securities RE: Grown Rogue International Inc. |
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| April 10, 2025 |
Grown Rogue Provides Business Update on New Jersey Exhibit 16 Grown Rogue Provides Business Update on New Jersey Medford, Oregon, February 19, 2025 – Grown Rogue International Inc. |
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| April 10, 2025 |
[The remainder of this page is left blank intentionally] Exhibit 12 UNDERTAKING TO: Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Autorité des Marchés Financiers New Brunswick Financial and Consumer Services Commission Nova Scotia Securities Commission Office of the Superintendent of Securities, Prince Edward Island Securities NL, Government of Newfoundland and Labrador Government of the Northwest Territories, Office of the Superintendent of Securities Government of Yukon, Office of the Superintendent of Securities Government of Nunavut, Office of the Superintendent of Securities RE: Grown Rogue International Inc. |
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| April 10, 2025 |
Grown Rogue International Inc. Exhibit 3 Ontario Securities Commission Commission des valeurs mobilières de l’Ontario 22nd Floor 20 Queen Street West Toronto ON M5H 3S8 22e étage 20, rue queen ouest Toronto ON M5H 3S8 RECEIPT Grown Rogue International Inc. |
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| April 10, 2025 |
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: April 10, 2025 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 9750 |
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| April 10, 2025 |
FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 23 FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE I, Andrew Marchington, Chief Financial Officer and Corporate Secretary of Grown Rogue International Inc. |
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| April 10, 2025 |
Exhibit 20 Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative. FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION I, MARCHINGTON, Andrew, |
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| April 10, 2025 |
Exhibit 28 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of March 27, 2025, is by Grown Rogue International Inc. |
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| April 10, 2025 |
Exhibit 6 DÉCISION No: 2025-FS-1005443 No dossier SEDAR+: 06226627 Objet: Grown Rogue International Inc. |
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| February 13, 2025 |
As submitted to the Securities and Exchange Commission on February 13, 2025. As submitted to the Securities and Exchange Commission on February 13, 2025. Registration No. 333-283776 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Grown Rogue International Inc. (Exact name of registrant as specified in its charter) Ontario, Canada 2833 Not Applicable (State or other j |
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| December 13, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM F-1 (Form type) Grown Rogue International, Inc. |
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| December 13, 2024 |
As submitted to the Securities and Exchange Commission on December 12, 2024. As submitted to the Securities and Exchange Commission on December 12, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Grown Rogue International Inc. (Exact name of registrant as specified in its charter) Ontario, Canada 2833 Not Applicable (State or other jurisdiction of incorporat |
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| November 15, 2024 |
FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 5 FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE I, J. |
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| November 15, 2024 |
Exhibit 3 GROWN ROGUE INTERNATIONAL INC. Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2024 and October 31, 2023 Expressed in United States Dollars Table of Content Condensed Consolidated Statements of Financial Position 3 Condensed Consolidated Statements of Comprehensive Income (Loss) 4 Condensed Consolidated Statements of Changes |
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| November 15, 2024 |
FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 6 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. |
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| November 15, 2024 |
Form 51-102F3 Material Change Report Exhibit 2 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| November 15, 2024 |
Grown Rogue Reports Third Quarter 2024 Results Exhibit 7 Grown Rogue Reports Third Quarter 2024 Results ● Third quarter revenue of $7. |
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| November 15, 2024 |
Exhibit 4 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS For the Nine Months Ended September 30, 2024 Pg 1 of 48 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Selected Financial Information 11 Results of Operations 11 Liquidity 19 Capital Resources 23 Off-Balance Sheet Arrangements 24 |
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| November 15, 2024 |
Grown Rogue Announces Termination of Advisory Agreement with Vireo Growth Inc. Exhibit 1 Grown Rogue Announces Termination of Advisory Agreement with Vireo Growth Inc. |
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| November 15, 2024 |
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: November 15, 2024 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 9 |
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| October 1, 2024 |
Form 62-103F1 Required Disclosure under the Early Warning Requirements Exhibit 9 Form 62-103F1 Required Disclosure under the Early Warning Requirements Item 1 – Security and Reporting Issuer 1. |
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| October 1, 2024 |
Form 51-102F3 Material Change Report Exhibit 13 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| October 1, 2024 |
Exhibit 1 ALTERNATIVE MONTHLY REPORT PART 4, NATIONAL INSTRUMENT 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues Item 1 – Security and Reporting Issuer 1. |
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| October 1, 2024 |
FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 4 FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE I, J. |
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| October 1, 2024 |
FORM 62-103F1 REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS Exhibit 12 FORM 62-103F1 REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS Item 1 – Security and Reporting Issuer 1. |
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| October 1, 2024 |
Exhibit 2 GROWN ROGUE INTERNATIONAL INC. Unaudited Condensed Interim Consolidated Financial Statements For the Three and Six Months Ended June 30, 2024 and July 31, 2023 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 perf |
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| October 1, 2024 |
Grown Rogue Grants Options and RSUs Exhibit 10 Grown Rogue Grants Options and RSUs Medford, Oregon, September 2, 2024 – Grown Rogue International Inc. |
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| October 1, 2024 |
Grown Rogue Announces Commencement of Operations in New Jersey Exhibit 7 Grown Rogue Announces Commencement of Operations in New Jersey Medford, Oregon, August 28, 2024 – Grown Rogue International Inc. |
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| October 1, 2024 |
FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE 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. |
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| October 1, 2024 |
Grown Rogue Announces Conversion of Multiple Voting Shares Exhibit 8 Grown Rogue Announces Conversion of Multiple Voting Shares Medford, Oregon, August 30, 2024 – Grown Rogue International Inc. |
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| October 1, 2024 |
Exhibit 14 ALTERNATIVE MONTHLY REPORT PART 4, NATIONAL INSTRUMENT 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues Item 1 – Security and Reporting Issuer 1. |
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| October 1, 2024 |
Bengal Catalyst Fund, LP Holdings in Grown Rogue International Inc. Exhibit 11 Bengal Catalyst Fund, LP Holdings in Grown Rogue International Inc. Scottsdale, Arizona – September 5, 2024 – On August 30, 2024, Bengal Catalyst Fund, LP (the “Acquiror”) converted 21,420.1 multiple voting shares (the “MV Shares”) of Grown Rogue International Inc. (“Grown Rogue”) into 21,420,100 of subordinate voting shares (the “SV Shares”) of Grown Rogue (the “MV Conversion”), repres |
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| October 1, 2024 |
Grown Rogue Reports Second Quarter 2024 Results Exhibit 6 Grown Rogue Reports Second Quarter 2024 Results ● Recorded record quarterly revenue of $7. |
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| October 1, 2024 |
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: September 30, 2024 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 |
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| October 1, 2024 |
Exhibit 3 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS For the Six Months Ended June 30, 2024 Pg 1 of 46 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Selected Financial Information 11 Results of Operations 12 Liquidity 19 Capital Resources 23 Off-Balance Sheet Arrangements 24 Transa |
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| July 5, 2024 |
Bengal Catalyst Fund, LP Holdings in Grown Rogue International Inc. Exhibit 8 Bengal Catalyst Fund, LP Holdings in Grown Rogue International Inc. Scottsdale, Arizona – July 2, 2024 – On June 27, 2024, Bengal Catalyst Fund, LP (the “Acquiror”) converted 21,420,100 subordinate voting shares (the “SV Shares”) of Grown Rogue International Inc. (“Grown Rogue”) into 21,420.1 multiple voting shares (the “MV Shares”) of Grown Rogue (the “SV Conversion”), representing, on |
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| July 5, 2024 |
Exhibit 1 Grown Rogue Receives Licensing Approval in New Jersey, Closes Option 1 to Acquire 44% of ABCO Garden State, LLC Medford, Oregon, June 5, 2024 – Grown Rogue International Inc. |
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| July 5, 2024 |
FORM 62-103F1 REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS Exhibit 9 FORM 62-103F1 REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS Item 1 – Security and Reporting Issuer 1. |
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| July 5, 2024 |
Form 51-102F3 Material Change Report Exhibit 3 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| July 5, 2024 |
Grown Rogue Announces Share Reorganization Exhibit 4 Grown Rogue Announces Share Reorganization Medford, Oregon, June 24, 2024 – Grown Rogue International Inc. |
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| July 5, 2024 |
Form 62-103F1 Required Disclosure under the Early Warning Requirements Exhibit 7 Form 62-103F1 Required Disclosure under the Early Warning Requirements Item 1 – Security and Reporting Issuer 1. |
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| July 5, 2024 |
Grown Rogue Announces Early Conversion of Debentures Exhibit 2 Grown Rogue Announces Early Conversion of Debentures Medford, Oregon, June 11, 2024 – Grown Rogue International Inc. |
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| July 5, 2024 |
Form 51-102F3 Material Change Report Exhibit 11 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| July 5, 2024 |
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: July 5, 2024 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 |
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| July 5, 2024 |
Grown Rogue Announces Secured Promissory Note to ABCO Garden State, LLC Exhibit 10 Grown Rogue Announces Secured Promissory Note to ABCO Garden State, LLC Medford, Oregon, July 3, 2024 – Grown Rogue International Inc. |
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| July 5, 2024 |
Exhibit 6 Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Amendment Certificat de modification Business Corporations Act Loi sur les sociétés par actions GROWN ROGUE INTERNATIONAL INC. |
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| July 5, 2024 |
Grown Rogue Announces Completion of Share Reorganization Exhibit 5 Grown Rogue Announces Completion of Share Reorganization Medford, Oregon, June 28, 2024 – Grown Rogue International Inc. |
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| June 12, 2024 |
GRUSF / Grown Rogue International Inc. / Mindset Value Fund LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* GROWN ROGUE INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 39986R106 (CUSIP Number) June 11, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| June 4, 2024 |
GRUSF / Grown Rogue International Inc. / Strickler Jesse - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Grown Rogue International Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 39986R106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| May 31, 2024 |
Exhibit 9 GROWN ROGUE INTERNATIONAL INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 24, 2024 MANAGEMENT INFORMATION CIRCULAR MAY 14, 2024 2 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that Grown Rogue International Inc. (the “Corporation”) will hold its annual and special meeting of shareholders (the “Meeting”) on June 24, 2024, at 11:00 |
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| May 31, 2024 |
GROWN ROGUE INTERNATIONAL INC. LETTER OF TRANSMITTAL Exhibit 7 GROWN ROGUE INTERNATIONAL INC. LETTER OF TRANSMITTAL This letter of transmittal (the “Letter of Transmittal”) is for use by registered holders (“Shareholders”) of common shares (the “Common Shares”) in the capital of Grown Rogue International Inc. (the “Corporation”) for the purpose of the Share Amendment (as defined below) referenced in the notice of annual general and special meeting o |
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| May 31, 2024 |
Exhibit 11 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2024 Pg 1 of 41 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Selected Financial Information 11 Results of Operations 12 Summary of Quarterly Results 16 Liquidity 16 Capital Resources 20 Off- |
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| May 31, 2024 |
Exhibit 8 GROWN ROGUE INTERNATIONAL INC. For use at the Annual and Special Meeting of Shareholders to be held on June 24, 2024 This Proxy is solicited by the management of Grown Rogue International Inc. (the “Corporation”) in connection with the notice of annual and special meeting of the shareholders to be held on the 24th day of June, 2024 (the “Notice of Meeting”). The undersigned shareholder o |
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| May 31, 2024 |
FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 12 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. |
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| May 31, 2024 |
Grown Rogue Reports First Quarter 2024 Results Exhibit 14 Grown Rogue Reports First Quarter 2024 Results ● Record quarterly revenue of $6. |
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| May 31, 2024 |
GROWN ROGUE INTERNATIONAL INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES Exhibit 4 GROWN ROGUE INTERNATIONAL INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES This management information circular (the “Information Circular”) is furnished in connection with the solicitation by management (“Management”) of Grown Rogue International Inc. (the “Corporation”), of proxies to be used at the annual and special meeting of shareholders (the “Meeting”) of the Corporati |
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| May 31, 2024 |
FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 13 FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE I, J. |
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| May 31, 2024 |
Exhibit 1 ALTERNATIVE MONTHLY REPORT PART 4, NATIONAL INSTRUMENT 62-103 The Early Warning System and Related Take- over Bid and Insider Reporting Issues Item 1 – Security and Reporting Issuer 1. |
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| May 31, 2024 |
Exhibit 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f |
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| May 31, 2024 |
Exhibit 5 GROWN ROGUE INTERNATIONAL INC. (THE “CORPORATION”) CERTIFICATE Abridgement of Time Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer Reference is made to the annual & special meeting of shareholders of the Corporation scheduled to be held on June 24, 2024 (the “Meeting”). I, J. Obie Strickler, President and Chief Executive Off |
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| May 31, 2024 |
Form 51-102F3 Material Change Report Exhibit 2 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| May 31, 2024 |
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: May 30, 2024 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 |
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| May 31, 2024 |
Exhibit 10 GROWN ROGUE INTERNATIONAL INC. Unaudited Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2024 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 |
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| May 31, 2024 |
GROWN ROGUE INTERNATIONAL INC. Request for Financial Statements Fiscal Year: 2024 Exhibit 6 GROWN ROGUE INTERNATIONAL INC. Request for Financial Statements Fiscal Year: 2024 In accordance with National Instrument 51-102 – Continuous Disclosure Obligations, registered and beneficial shareholder may elect annually to receive interim (quarterly) financial statements and corresponding management discussion and analysis (“MD&A”) and/or annual financial statements and MD&A. If you wi |
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| May 1, 2024 |
FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 6 FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE I, Ryan Kee, Chief Financial Officer and Corporate Secretary of Grown Rogue International Inc. |
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| May 1, 2024 |
FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE Exhibit 3 Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative. FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION I, KEE, Ryan, an officer |
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| May 1, 2024 |
Report of Independent Auditors Exhibit 1 GROWN ROGUE INTERNATIONAL INC. Consolidated Financial Statements For the Two months ended December 31, 2023 and the Year ended October 31, 2023 Expressed in United States Dollars Table of Contents Consolidated Statements of Financial Position 7 Consolidated Statements of Comprehensive Income (Loss) 8 Consolidated Statements of Changes in Equity 9 Consolidated Statements of Cash Flows 10 |
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| May 1, 2024 |
FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 5 FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE I, J. |
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| May 1, 2024 |
Exhibit 4 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE TWO MONTHS ENDED DECEMBER 31, 2023 Pg 1 of 41 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Selected Financial Information 10 Results of Operations 11 Summary of Quarterly Results 15 Liquidity 15 Capital Resources 19 Off- |
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| May 1, 2024 |
Exhibit 7 Grown Rogue Completes Fiscal Year End Change, Reports Audited Financial Results for the Two Months Ending December 31, 2023 ● Grown Rogue has completed its transition from an October 31 financial year end to a calendar year end, and is reporting a two-month stub period for the two months ending December 31, 2023 ● Revenue of $3. |
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| May 1, 2024 |
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: April 30, 2024 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 975 |
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| May 1, 2024 |
FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE Exhibit 2 FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION I, KEE, Ryan, an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Novemb |
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| April 30, 2024 |
EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Transition Report of Grown Rogue International Inc. (the “Company”) on Form 20-F for the two months ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Obie Strickler, Chief Execu |
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| April 30, 2024 |
EXHIBIT 4.47 GUARANTY AGREEMENT This Guaranty Agreement is made on 4/24, 2024, by DAVID PLEITNER (“Creditor”), GROWN ROGUE UNLIMITED, LLC, and GROWN ROGUE INTERNATIONAL, INC., (“Guarantors”), and CANOPY MANAGEMENT, LLC, (“Payor”). Recitals A. Payor has agreed to pay to Creditor the amount of Two Million Dollars ($2,000,000.00), as evidenced by a Membership Interest Purchase Agreement (the “Agreeme |
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| April 30, 2024 |
EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Transition Report of Grown Rogue International Inc. (the “Company”) on Form 20-F for the two months ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan Kee, Chief Financial Offi |
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| April 30, 2024 |
EXHIBIT 12.2 CERTIFICATIONS I, Ryan Kee, certify that: 1. I have reviewed this Transition Report on Form 20-F of Grown Rogue International Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with |
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| April 30, 2024 |
EXHIBIT 12.1 CERTIFICATIONS I, J. Obie Strickler, certify that: 1. I have reviewed this Transition Report on Form 20-F of Grown Rogue International Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislead |
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| April 30, 2024 |
EXHIBIT 4.45 EQUITY PURCHASE AGREEMENT This Equity Purchase Agreement (this “Agreement”), dated April 24, 2024 (the “Effective Date”), is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“ Buyer”), and J. Obie Strickler, an individual and resident of the State of Oregon (“Seller”). Buyer and Seller are referred to in this Agreement each as a “Party” and, collectively, as th |
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| April 30, 2024 |
MEMBERSHIP INTEREST PURCHASE AGREEMENT EXHIBIT 4.46 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated effective as of April 24, 2024 (the “ Effective Date”), is between DAVID PLEITNER, an individual and resident of the State of Michigan (“Seller”), and CANOPY MANAGEMENT, LLC, a Michigan limited liability company (“Buyer”) (each, a “Party” and, together, the “Parties”). BACKGROU |
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| April 25, 2024 |
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: April 25, 2024 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 9750 |
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| April 25, 2024 |
Exhibit 3 April 23, 2024 Filed Via SEDAR TO ALL APPLICABLE EXCHANGES AND COMMISSIONS: Subject: GROWN ROGUE INTERNATIONAL INC. |
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| April 25, 2024 |
Form 51-102F3 Material Change Report Exhibit 2 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| April 25, 2024 |
Grown Rogue Announces Exercise of Warrants and Options; Conversion of Debentures Exhibit 1 Grown Rogue Announces Exercise of Warrants and Options; Conversion of Debentures Medford, Oregon, April 10, 2024 – Grown Rogue International Inc. |
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| April 25, 2024 |
Grown Rogue Increases Ownership of Michigan Operations Exhibit 4 Grown Rogue Increases Ownership of Michigan Operations Medford, Oregon, April 25, 2024 – Grown Rogue International Inc. |
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| March 27, 2024 |
GRUSF / Grown Rogue International Inc. / Mindset Value Fund LP - SC 13G/A Passive Investment SC 13G/A 1 tm2410008d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* GROWN ROGUE INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 39986R106 (CUSIP Number) March 25, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| March 13, 2024 |
OPTION TO PURCHASE CONTROLLING INTEREST Exhibit 4.8 Execution Version 02-04-2021 OPTION TO PURCHASE CONTROLLING INTEREST This Option to Purchase Controlling Interest (this “Option”), dated and effective February 4, 2021 (the “Effective Date”), is among David Pleitner (“David”), Allan Pleitner (“Allan”), Golden Harvests LLC, a Michigan limited liability company (the “Company”), and Canopy Management, LLC, a Michigan limited liability com |
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| March 13, 2024 |
GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) SUBSCRIPTION AGREEMENT Exhibit 4.10 THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AVAILABLE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AND APPLICABLE STATE SECURITIES L |
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| March 13, 2024 |
EXHIBIT 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 20-F of which this Exhibit 2.1 is a part Grown Rogue International Inc. (the “Company”, “we”, “us” or “our”) has only one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Co |
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| March 13, 2024 |
EXHIBIT 12.2 CERTIFICATIONS I, Ryan Kee, certify that: 1. I have reviewed this annual report on Form 20-F of Grown Rogue International Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp |
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| March 13, 2024 |
Exhibit 4.22 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (OR THE COMMON SHARES ISSUABLE ON CONVERSION THEREOF) BEFORE APRIL 3, 2023. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OF T |
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| March 13, 2024 |
Exhibit 4.42 Execution Version OPTION AGREEMENT (49%) This OPTION AGREEMENT (49%) (“Agreement”) is entered into as of October 3, 2023, by and between ABCO Garden State LLC, a New Jersey limited liability company (the “Company”), and Grown Rogue Unlimited, LLC, an Oregon limited liability company (the “Optionee”). The Company and the Optionee may be referred to herein individually as a “Party” and |
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| March 13, 2024 |
GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) SUBSCRIPTION AGREEMENT Common Shares and Warrants Exhibit 4.6 THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AVAILABLE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LA |
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| March 13, 2024 |
Exhibit 4.20 DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is made effective as of the 20th day of June, 2022. BETWEEN: 2766923 ONTARIO INC. (hereinafter referred to as the “Creditor”) - and - GROWN ROGUE INTERNATIONAL INC. (hereinafter referred to as the “Corporation”) WHEREAS as at the date hereof, the Corporation owes the Creditor Usd. $700,000, representing the balance of all amounts owing under an |
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| March 13, 2024 |
Exhibit 4.38 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 18, 2023. THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT B |
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| March 13, 2024 |
Exhibit 4.32 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE NOVEMBER 14, 2023. THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT B |
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| March 13, 2024 |
Exhibit 4.35 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 18, 2023. THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT B |
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| March 13, 2024 |
Exhibit 4.43 UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION IN CANADA, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 7, 2024. WARRANT CERTIFICATE Warrant Certificate No.: 2023-10-05 Issue Date: October 5, 2023 Representing 10,000,000 Warrants to purchase Subordinate Voting Shares THIS CERTIFIES THAT, for value received, Grown Rogue International Inc., a company |
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| March 13, 2024 |
Exhibit 4.26 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 3, 2023. THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EX |
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| March 13, 2024 |
SECURED DRAW DOWN PROMISSORY NOTE Exhibit 4.40 Execution Version THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURS |
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| March 13, 2024 |
Exhibit 4.4 LEASE AGREEMENT This Commercial Lease Agreement (“Lease”) is made and entered into as of January 1, 2021, (“Effective Date”), by and between Jesse Strickler (“Lessor”), and Grown Rogue Gardens, LLC an Oregon limited liability company (“Lessee”). Lessee and Lessor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.” RECITALS WHEREAS, Lessor |
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| March 13, 2024 |
Exhibit 4.12 Execution Version MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated and effective February 5, 2021 (the “Effective Date”), is made and entered into between Grown Rogue Distribution, LLC, an Oregon limited liability company (“Manager”), and HSCP Oregon, LLC, an Oregon limited liability company and wholly-owned subsidiary of High Street Capital P |
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| March 13, 2024 |
Exhibit 4.19 EXECUTION VERSION COMMERCIAL LEASE This Commercial Lease (“Lease”) is made and entered into as of December 21, 2021, (“Effective Date”), by and between David Pleitner, LLC (“Lessor”), and Golden Harvests, LLC (“Lessee”). Lessee and Lessor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” RECITALS WHEREAS, Lessor owns certain real property, i |
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| March 13, 2024 |
GROWN ROGUE INTERNATIONAL INC. Special Warrant Indenture Dated as of March 5, 2021 TABLE OF CONTENTS Exhibit 4.13 GROWN ROGUE INTERNATIONAL INC. Special Warrant Indenture Dated as of March 5, 2021 TABLE OF CONTENTS 1. INTERPRETATION 2 1.1 Definitions 2 1.2 Headings 5 1.3 Gender 6 1.4 Weekends and Holidays 6 1.5 Meaning of “Outstanding” 6 1.6 Time 6 1.7 Applicable Law 6 1.8 Severability 6 1.9 Currency 6 1.10 Conflicts 6 1.11 Schedules 6 2. ISSUE AND PURCHASE OF SPECIAL WARRANTS 7 2.1 Creation, For |
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| March 13, 2024 |
EXHIBIT 12.1 CERTIFICATIONS I, J. Obie Strickler, certify that: 1. I have reviewed this annual report on Form 20-F of Grown Rogue International Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading |
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| March 13, 2024 |
Exhibit 4.9 OPTION AGREEMENT This Option Agreement (this “Agreement”), dated and effective February 4, 2021, is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“GRU”), and J. Obie Strickler (“Strickler”). GRU and Strickler are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.” RECITALS A. Canopy Management, LLC, a Michigan limit |
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| March 13, 2024 |
Exhibit 4.34 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (OR THE COMMON SHARES ISSUABLE ON CONVERSION THEREOF) BEFORE DECEMBER 18, 2023. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE |
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| March 13, 2024 |
Exhibit 4.5 NOTE PURCHASE AGREEMENTThis Note Purchase Agreement (this "Agreement") is dated effective January 14, 2021 (the "Effective Date") between Jackie Haas & Mario Vassallo ("Purchaser") and Golden Harvests, LLC, a Michigan limited liability company (the "Company"). The Company and Purchaser are sometimes referred to each individually as a "Party" and collectively as the "Parties."SECTION 1. |
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| March 13, 2024 |
FIRST AMENDMENT TO CONSULTING AGREEMENT Exhibit 4.39 FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to Consulting Agreement (the “Amendment”) is effective as of the 20th day of September, 2023 (“Effective Date”), and is made by and between Goodness Growth Holdings, Inc., a British Columbia corporation with a mailing address of 207 South Ninth Street, Minneapolis, MN 55402 (the “Company”) and Grown Rogue Unlimited, LLC, an |
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| March 13, 2024 |
GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT Exhibit 4.21 THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS |
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| March 13, 2024 |
Exhibit 4.3 EXECUTION VERSION COMMERCIAL LEASE This Commercial Lease (“Lease”) is made and entered into as of February 1, 2020, (“Effective Date”), by and between David Pleitner, LLC (“Lessor”), and Golden Harvests, LLC (“Lessee”). Lessee and Lessor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” RECITALS WHEREAS, Lessor owns certain real property, inc |
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| March 13, 2024 |
Exhibit 4.41 Execution Version OPTION AGREEMENT (21%) This OPTION AGREEMENT (21%) (“Agreement”) is entered into as of October 3, 2023, by and between ABCO Garden State LLC, a New Jersey limited liability company (the “Company”), and Grown Rogue Unlimited, LLC, an Oregon limited liability company (the “Optionee”). The Company and the Optionee may be referred to herein individually as a “Party” and |
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| March 13, 2024 |
LEASE & OPTION AGREEMENT 2888 ROSS LANE, CENTRAL OREGON, OREGON Exhibit 4.27 LEASE & OPTION AGREEMENT 2888 ROSS LANE, CENTRAL OREGON, OREGON This lease agreement (the “Lease”) is made and entered into this 20th day of December, 2022, by and between Lender Capital, LLC, a Nevada limited liability company and/or his permitted assigns hereinafter referred to as “Lessor,” and Grown Rogue Gardens, LLC, an Oregon limited liability company, hereinafter referred to as |
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| March 13, 2024 |
Exhibit 4.44 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 6, 2024. THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (TORONTO TIME) ON OCTOBER 5, 2028. WARRANT CERTIFICATE GROWN ROGUE INTERNATIONAL INC. (Existing under the Business Corporations Act (Ontario)) WA |
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| March 13, 2024 |
Exhibit 4.18 Lease Amending Agreement December 20, 2021 This Lease Amending Agreement (“Agreement”) is made by and between Grown Rogue Gardens, LLC, an Oregon limited liability company (the “Lessee”), and 2046 Lars, LLC, an Oregon limited liability company (“Lessor”), with respect to the following facts and circumstances: RECITALS WHEREAS, Lessee and Lessor entered into the lease (the “Lease Agree |
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| March 13, 2024 |
Exhibit 4.11 Execution Version ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of February 5, 2021, is entered into between HSCP Oregon, LLC, an Oregon limited liability company (“Seller”), High Street Capital Partners, LLC, a Delaware limited liability company (“HSCP” and together with Seller, the “Seller Parties”), and Grown Rogue Distribution, LLC, an Oregon |
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| March 13, 2024 |
Exhibit 4.25 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (OR THE COMMON SHARES ISSUABLE ON CONVERSION THEREOF) BEFORE APRIL 3, 2023. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OF T |
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| March 13, 2024 |
EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Grown Rogue International Inc. (the “Company”) on Form 20-F for the year ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan Kee, Chief Financial Officer of the |
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| March 13, 2024 |
GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT Exhibit 4.24 THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS |
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| March 13, 2024 |
Exhibit 4.29 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) dated as of the 24th day of May, 2023 (the “Effective Date”), is between Goodness Growth Holdings, Inc., a British Columbia corporation having an address of 207 S. Ninth Street, Minneapolis, MN (the “Company”) and Grown Rogue Unlimited, LLC, an Oregon limited liability company having an address of 550 Airport Road, Medford, |
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| March 13, 2024 |
Exhibit 4.33 THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS |
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| March 13, 2024 |
Exhibit 4.15 LEASE AGREEMENT This Commercial Lease Agreement (“Lease”) is made and entered into as of July 1, 2021, (“Effective Date”), by and between 2046 Lars, LLC (“Lessor”), and Grown Rogue Gardens, LLC an Oregon limited liability company (“Lessee”). Lessee and Lessor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.” RECITALS WHEREAS, Lessor con |
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| March 13, 2024 |
EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Grown Rogue International Inc. (the “Company”) on Form 20-F for the year ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Obie Strickler, Chief Executive Office |
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| March 13, 2024 |
Exhibit 4.2 PROMISSORY NOTE US $150,000.00 December 2, 2020 This Promissory Note (“Note”) is made by Grown Rogue Gardens, LLC, an Oregon limited liability company (the “Company”), in favor of Thomas Fortner (“Holder”). Holder has loaned or will loan cash to the Company of one hundred and fifty thousand dollars ($150,000), and this Note is the full agreement between the parties regarding the repaym |
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| March 13, 2024 |
Exhibit 4.36 THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS |
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| March 13, 2024 |
Exhibit 4.37 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (OR THE COMMON SHARES ISSUABLE ON CONVERSION THEREOF) BEFORE DECEMBER 18, 2023. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE |
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| March 13, 2024 |
Exhibit 4.23 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 3, 2023. THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EX |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF |
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| March 13, 2024 |
Exhibit 4.7 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is dated effective January 27, 2021 (the “Effective Date”) between KW Capital Partners LTD. (“Purchaser”) and Grown Rogue Distribution, LLC, an Oregon limited liability company (the “Company”). The Company and Purchaser are sometimes referred to each individually as a “Party” and collectively as the “Parties.” SECT |
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| March 13, 2024 |
Exhibit 4.16 UNSECURED PROMISSORY NOTE DATED: September 9, 2021 To or to the order of: PLANT-BASED INVESTMENT CORP. (“Lender”) RECITALS: A. The Lender has extended a loan (the “Loan”) to and in favour of the undersigned, GROWN ROGUE INTERNATIONAL INC., a company existing under the laws of Ontario (the “Borrower”). B. The Borrower is making this promissory note (as the same may be amended or replac |
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| March 13, 2024 |
MEMBERSHIP INTEREST PURCHASE AGREEMENT Exhibit 4.14 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated as of May 1, 2021 (the “Effective Date”), is entered into among David Pleitner (“David”), Allan Pleitner (“Allan”), and Canopy Management, LLC, a Michigan limited liability company or its assignee (“Buyer”). David and Allan are each referred to in this Agreement as a “Seller” a |
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| March 13, 2024 |
Exhibit 4.28 OPTION EXERCISE NOTIFICATION This Option Exercise Notification (this “Notification”), dated and effective January 13, 2023, is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“GRU”), and J. Obie Strickler (“Strickler”). GRU and Strickler are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.” RECITALS The Parties ent |
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| March 13, 2024 |
Exhibit 4.31 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (OR THE COMMON SHARES ISSUABLE ON CONVERSION THEREOF) BEFORE NOVEMBER 14, 2023. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE |
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| March 13, 2024 |
ADDENDUM TO Option Agreement and Membership Interest Purchase Agreement Exhibit 4.17 ADDENDUM TO Option Agreement and Membership Interest Purchase Agreement December 1, 2021 This Addendum (“Addendum”) to the Option to Purchase a Controlling Interest, dated February 4, 2021 (“Option to Purchase”) and the Membership Interest Purchase Agreement (“MIPA”), dated May 1, 2021 is made by and between David Pleitner (“David”) and Canopy Management, LLC, a Michigan limited liabi |
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| March 13, 2024 |
GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT Exhibit 4.30 THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS |
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| March 11, 2024 |
Grown Rogue Announces Partial Conversion of US$2,000,000 Debenture Financing Exhibit 21 Grown Rogue Announces Partial Conversion of US$2,000,000 Debenture Financing Medford, Oregon, September 1, 2023 – Grown Rogue International Inc. |
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| March 11, 2024 |
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 7, 2024 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 |
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| March 11, 2024 |
Exhibit 5 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 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 10 Summary of Quarterly Results 15 Liquidity 15 Capital Resources 18 Off-Balance |
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| March 11, 2024 |
Exhibit 22 GROWN ROGUE INTERNATIONAL INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 14, 2023 MANAGEMENT INFORMATION CIRCULAR AUGUST 4, 2023 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that Grown Rogue International Inc. (the “Corporation”) will hold its annual and special meeting of shareholders (the “Meeting”) on September 14, 202 |
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| March 11, 2024 |
Grown Rogue Augments New Jersey Presence with Retail Investment Exhibit 37 Grown Rogue Augments New Jersey Presence with Retail Investment ● Formed Grown Rogue Retail Ventures (“GRRV”) in collaboration with Bengal Capital and signed a definitive agreement to invest in and support the operations of an adult-use dispensary in West New York, New Jersey ● The investment is a secured convertible note, and the operations will be supported with product from Grown Rog |
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| March 11, 2024 |
Exhibit 16 GROWN ROGUE INTERNATIONAL INC. For use at the Annual and Special Meeting of Shareholders to be held on September 14, 2023 This Proxy is solicited by the management of Grown Rogue International Inc. (the “Corporation”) in connection with the notice of annual and special meeting of the shareholders to be held on the 14th day of September, 2023 (the “Notice of Meeting”). The undersigned sh |
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| March 11, 2024 |
Grown Rogue Announces Notice of Warrant Acceleration Exhibit 48 Grown Rogue Announces Notice of Warrant Acceleration Medford, Oregon, March 1, 2024 – Grown Rogue International Inc. |
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| March 11, 2024 |
Grown Rogue Reports Fiscal 2023 Results Exhibit 47 Grown Rogue Reports Fiscal 2023 Results ● Revenue of $23.4M compared to $17.8M in 2022, an increase of 32% ● Operating Cash Flow (OCF), before changes in working capital (WC), of $6.4M compared to $3.2M in 2022, an increase of 102% ● Free Cash Flow1 (FCF) of $2.8M, after maintenance and growth investments of $3.5M ● Announced a strategic advisory agreement with Goodness Growth Holdings |
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| March 11, 2024 |
Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate Exhibit 6 Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate I, J. |
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| March 11, 2024 |
Exhibit 34 Form 45-106F1 Report of Exempt Distribution ITEM 1 - REPORT TYPE New report Amended report If amended, provide filing date of report that is being amended. |
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| March 11, 2024 |
Form 51-102F3 Material Change Report Exhibit 13 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc (the “Company”) 550 Airport Road Medford, Oregon U. |
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| March 11, 2024 |
Exhibit 12 NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S. Grown Rogue Closes Convertible Debenture Financing for Gross Proceeds of US$5,000,000 Medford, Oregon, July 13, 2023 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company operating in Oregon and Michigan, announces that, further to its news relea |
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| March 11, 2024 |
Exhibit 10 July 6, 2023 Filed Via SEDAR TO ALL APPLICABLE EXCHANGES AND COMMISSIONS: Subject: GROWN ROGUE INTERNATIONAL INC. |
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| March 11, 2024 |
Form 51-102F3 Material Change Report Exhibit 33 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| March 11, 2024 |
GROWN ROGUE INTERNATIONAL INC. Request for Financial Statements Fiscal Year: 2022 Exhibit 14 GROWN ROGUE INTERNATIONAL INC. Request for Financial Statements Fiscal Year: 2022 In accordance with National Instrument 51-102 – Continuous Disclosure Obligations, registered and beneficial shareholder may elect annually to receive interim (quarterly) financial statements and corresponding management discussion and analysis (“MD&A”) and/or annual financial statements and MD&A. If you w |
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| March 11, 2024 |
Exhibit 1 Goodness Growth Holdings and Grown Rogue International Announce Strategic Advisory Agreement – Goodness Growth engages Grown Rogue to prioritize improved quality and productivity of its cultivation operations – – Agreement unites Grown Rogue’s cultivation expertise with Goodness Growth’s footprint and commitment to its customers for accessible, quality cannabis products – MINNEAPOLIS, MN and MEDFORD, OR – May 25, 2023 – Goodness Growth Holdings, Inc. |
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| March 11, 2024 |
FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 46 FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE I, J. |
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| March 11, 2024 |
Exhibit 44 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE YEAR ENDED OCTOBER 31, 2023 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Selected Annual Information 10 Results of Operations 11 Summary of Quarterly Results 14 Liquidity 14 Capital Resources 18 Off-Balance Sheet Arrang |
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| March 11, 2024 |
FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE Exhibit 45 FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE I, Ryan Kee, Chief Financial Officer and Corporate Secretary of Grown Rogue International Inc. |
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| March 11, 2024 |
FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION Exhibit 43 FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION I, KEE, Ryan, an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. |
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| March 11, 2024 |
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS Exhibit 15 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that Grown Rogue International Inc. |
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| March 11, 2024 |
Exhibit 26 GROWN ROGUE INTERNATIONAL INC. Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months ended July 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 |
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| March 11, 2024 |
Exhibit 18 NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S. Grown Rogue Closes Second and Final Tranche of Convertible Debenture Financing For Total Proceeds of US$6,000,000 Medford, Oregon, August 17, 2023 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company operating in Oregon and Michigan, announces t |
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| March 11, 2024 |
Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate Exhibit 7 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. |
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| March 11, 2024 |
Form 51-102F3 Material Change Report Exhibit 2 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| March 11, 2024 |
Exhibit 24 GROWN ROGUE INTERNATIONAL INC. For use at the Annual and Special Meeting of Shareholders to be held on September 14, 2023 This Proxy is solicited by the management of Grown Rogue International Inc. (the “Corporation”) in connection with the notice of annual and special meeting of the shareholders to be held on the 14th day of September, 2023 (the “Notice of Meeting”). The undersigned sh |
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| March 11, 2024 |
Grown Rogue Announces Entry into New Jersey Exhibit 31 Grown Rogue Announces Entry into New Jersey ● Signed a definitive agreement with an option to acquire 70% of ABCO Garden State, LLC (“ABCO”) in two tranches, pending regulatory approval ● ABCO has a conditional cultivation license with the New Jersey Cannabis Regulatory Commission and is expected to receive its annual license in October ● ABCO has all local zoning and planning approvals and has secured a long-term lease of a ~50,000 square foot facility ready to build with sufficient power supply Medford, Oregon, October 4, 2023 – Grown Rogue International Inc. |
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| March 11, 2024 |
Grown Rogue Announces Management Team Update Exhibit 36 Grown Rogue Announces Management Team Update Medford, Oregon, January 4, 2024 – Grown Rogue International Inc. |
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| March 11, 2024 |
Exhibit 40 NOTICE OF CHANGE IN YEAR END Pursuant to Section 4.8 of National Instrument 51-102 - Continuous Disclosure Obligations 1. Change of Financial Year End Pursuant to section 4.8 of National Instrument 51-102 - Continuous Disclosure Obligations, Grown Rogue International Inc. (the “Company”) has determined, effective on January 29, 2024, to change its year end from October 31 to December 31 |
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| March 11, 2024 |
Grown Rogue Reports Fourth Quarter 2023 Results, Third Consecutive Quarter of Record Revenue Exhibit 35 Grown Rogue Reports Fourth Quarter 2023 Results, Third Consecutive Quarter of Record Revenue ● Revenue of $6. |
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| March 11, 2024 |
Exhibit 42 Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative. FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION I, KEE, Ryan, an office |
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| March 11, 2024 |
Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate Exhibit 28 Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate I, J. |
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| March 11, 2024 |
Grown Rogue Announces Entry into Illinois Exhibit 49 Grown Rogue Announces Entry into Illinois ● Signed a definitive agreement to form Rogue EBC, LLC, a joint venture with EBC Ventures ● The JV has entered into a definitive agreement to acquire 100% of CannEquality, LLC, which holds a craft growers license with the Illinois Department of Agriculture ● The JV holds all local zoning and planning approvals and has secured a long-term lease o |
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| March 11, 2024 |
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS Exhibit 25 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that Grown Rogue International Inc. |
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| March 11, 2024 |
Exhibit 11 July 6, 2023 Filed Via SEDAR TO ALL APPLICABLE EXCHANGES AND COMMISSIONS: Subject: GROWN ROGUE INTERNATIONAL INC. |
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| March 11, 2024 |
Exhibit 4 GROWN ROGUE INTERNATIONAL INC. Unaudited Condensed Interim Consolidated Financial Statements For the Three and Six Months ended April 30, 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 |
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| March 11, 2024 |
Exhibit 19 FORM 72-503F REPORT OF DISTRIBUTIONS OUTSIDE CANADA 1. Full name, address and telephone number of the Issuer. a) Full name of issuer Grown Rogue International Inc. / Grown Rogue International Inc. b) Head office address Street address 550 Airport Rd. Province/State Oregon Municipality Medford Postal code/Zip code Country United States of America Telephone number 1 (503) 765-8108 e of an |
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| March 11, 2024 |
Grown Rogue Reports Second Quarter 2023 Results, Record Operating Cash Flow and Free Cash Flow Exhibit 8 Grown Rogue Reports Second Quarter 2023 Results, Record Operating Cash Flow and Free Cash Flow ● Revenue of $6. |
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| March 11, 2024 |
Exhibit 9 NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S. Grown Rogue Announces Proposed Convertible Debenture Financing of up to US$5,000,000 Medford, Oregon, July 4, 2023 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company operating in Oregon and Michigan, announces that it proposes to conduct a non- |
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| March 11, 2024 |
Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate Exhibit 29 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. |
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| March 11, 2024 |
GROWN ROGUE INTERNATIONAL INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES Exhibit 17 GROWN ROGUE INTERNATIONAL INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES This management information circular (the “Information Circular”) is furnished in connection with the solicitation by management (“Management”) of Grown Rogue International Inc. (the “Corporation”), of proxies to be used at the annual and special meeting of shareholders (the “Meeting”) of the Corporat |
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| March 11, 2024 |
Exhibit 32 Goodness Growth Holdings and Grown Rogue International Announce the Completed Issuance of Warrants – Goodness Growth and Grown Rogue each issued warrants to the other to purchase listed shares – – Issuances were announced in May at the same time as a strategic agreement between the Parties – MINNEAPOLIS, MN and MEDFORD, OR – Oct. |
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| March 11, 2024 |
Exhibit 39 NOTICE OF CHANGE IN YEAR END Pursuant to Section 4.8 of National Instrument 51-102 - Continuous Disclosure Obligations 1. Change of Financial Year End Pursuant to section 4.8 of National Instrument 51-102 - Continuous Disclosure Obligations, Grown Rogue International Inc. (the “Company”) has determined to change its year end from October 31 to December 31. 2. Reason for the Change The c |
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| March 11, 2024 |
Form 51-102F3 Material Change Report Exhibit 20 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| March 11, 2024 |
Report of Independent Auditors Exhibit 41 GROWN ROGUE INTERNATIONAL INC. Consolidated Financial Statements For the Years Ended October 31, 2023 and 2022 Expressed in United States Dollars Table of Contents Consolidated Statement of Financial Position 7 Consolidated Statement of Comprehensive Income (Loss) 8 Consolidated Statement of Changes in Equity 9 Consolidated Statement of Cash Flows 10 Notes to the Consolidated Financial |
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| March 11, 2024 |
Exhibit 27 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2023 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 3 Forward-Looking Statements 4 Description of Business 4 Selected Annual Information 11 Results of Operations 11 Summary of Quarterly Results 17 Liquidity 17 Capital Resources 21 Off-Balanc |
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| March 11, 2024 |
GROWN ROGUE INTERNATIONAL INC. Request for Financial Statements Fiscal Year: 2022 Exhibit 23 GROWN ROGUE INTERNATIONAL INC. Request for Financial Statements Fiscal Year: 2022 In accordance with National Instrument 51-102 – Continuous Disclosure Obligations, registered and beneficial shareholder may elect annually to receive interim (quarterly) financial statements and corresponding management discussion and analysis (“MD&A”) and/or annual financial statements and MD&A. If you w |
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| March 11, 2024 |
Exhibit 3 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) dated as of the 24th day of May, 2023 (the “Effective Date”), is between Goodness Growth Holdings, Inc. |
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| March 11, 2024 |
Grown Rogue Announces Change of Financial Year End Exhibit 38 Grown Rogue Announces Change of Financial Year End Medford, Oregon, January 29, 2024 – Grown Rogue International Inc. |
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| March 11, 2024 |
Grown Rogue Reports Third Quarter 2023 Results, Record Revenue with 48% Year-over-Year Growth Exhibit 30 Grown Rogue Reports Third Quarter 2023 Results, Record Revenue with 48% Year-over-Year Growth ● Revenue of $6. |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: . . . . 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. . . . 2.50 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-53646 CUSIP NUMBER 39986R106 (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: |
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| February 1, 2024 |
CA:GRIN / Grown Rogue International Inc. / Mindset Value Fund LP - SC 13G/A Passive Investment SC 13G/A 1 tm244777d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* GROWN ROGUE INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 39986R106 (CUSIP Number) January 29, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| September 21, 2023 |
CA:GRIN / Grown Rogue International Inc / Mindset Value Fund LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* GROWN ROGUE INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 39986R106 (CUSIP Number) September 1, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| September 19, 2023 |
CA:GRIN / Grown Rogue International Inc / Mindset Value Fund LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GROWN ROUGE INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 39986R106 (CUSIP Number) September 1, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| April 7, 2023 |
CA:GRIN / Grown Rogue International Inc / BENGAL CATALYST FUND LP - SC 13G/A Passive Investment SC 13G/A 1 tm2311997d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) GROWN ROGUE INTERNATIONAL INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 39986R106 (CUSIP Number) April 8, 2022 (Date of Event Which Requires Filing of this Statement) Check the |
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| April 7, 2023 |
EX-99.1 2 tm2311997d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulatio |
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| March 28, 2023 |
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 9750 |
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| March 28, 2023 |
Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate 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. |
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| March 28, 2023 |
Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate Exhibit 4 Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate I, J. |
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| March 28, 2023 |
Grown Rogue Reports First Quarter 2023 Results, Record Operating Cash Flow and Free Cash Flow Exhibit 1 Grown Rogue Reports First Quarter 2023 Results, Record Operating Cash Flow and Free Cash Flow ● Revenue of $4. |
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| March 28, 2023 |
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 revie |
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| March 28, 2023 |
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 A |
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| March 16, 2023 |
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 15, 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 9750 |
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| March 16, 2023 |
Grown Rogue Reports Fourth Quarter 2022 Results, Record Revenue and aEBITDA Exhibit 3 Grown Rogue Reports Fourth Quarter 2022 Results, Record Revenue and aEBITDA ● Revenue of $5. |
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| March 16, 2023 |
Exhibit 10 GROWN ROGUE INTERNATIONAL INC. FORM 51-102F1 MANAGEMENT DISCUSSION & ANALYSIS FOR THE YEAR ENDED OCTOBER 31, 2022 TABLE OF CONTENTS Management’s Responsibilities for Financial Reporting 1 Forward-Looking Statements 1 Description of Business 2 Selected Annual Information 7 Results of Operations 7 Summary of Quarterly Results 10 Liquidity 11 Capital Resources 14 Off-Balance Sheet Arrangem |
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| March 16, 2023 |
Grown Rogue Closes USD$2.0M Convertible Debenture Financing Exhibit 1 Grown Rogue Closes USD$2.0M Convertible Debenture Financing Medford, Oregon, December 5, 2022 – 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 announce it has closed a non-brokered private placement of convertible debentures (the “Convertible Debentures”) with an aggregate |
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| March 16, 2023 |
Form 51-102F3 Material Change Report Exhibit 6 Form 51-102F3 Material Change Report Item 1 Name and Address of Company Grown Rogue International Inc. |
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| March 16, 2023 |
Grown Rogue Reports Fiscal 2022 Results, Revenue Growth of 89% and Positive Free Cash Flow Exhibit 15 Grown Rogue Reports Fiscal 2022 Results, Revenue Growth of 89% and Positive Free Cash Flow ● Revenue of $17. |
