Exhibit 15

NOTICE TO READER

Grown Rogue International Inc. (the “Company”) is hereby filing these amended and restated unaudited condensed interim consolidated financial statements for the three months ended January 31, 2021 and 2020, as the Company has determined restatements are required as part of a review of its condensed interim consolidated financial statements. Please refer to Note 2 for the restatement details.

In connection with the filing of these amended and restated unaudited condensed interim consolidated financial statements, the Company is also filing (i) amended and restated management discussion and analysis in compliance with the requirements of National Instrument 51-102 Continuous Disclosure Obligations, and (ii) CEO and CFO certifications in compliance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.

Toronto, Ontario

April 16, 2021

GROWN ROGUE INTERNATIONAL INC.

Amended and Restated Condensed Interim Consolidated Financial Statements

(Unaudited)

For the Three Months ended January 31, 2021 and 2020

Expressed in United States Dollars

Grown Rogue International Inc.

Amended and Restated Condensed Interim Consolidated Statements of Financial Position

Unaudited - Expressed in United States Dollars

Going Concern (Note 2)

Subsequent Events (Note 24)

Approved on behalf of the Board of Directors:

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

Grown Rogue International Inc.

Amended and Restated Condensed Interim Consolidated Statements of Comprehensive Loss

Unaudited - Expressed in United States Dollars

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

Grown Rogue International Inc.

Amended and Restated Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficit

Unaudited - Expressed in United States Dollars

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

Grown Rogue International Inc.

Amended and Restated Condensed Interim Consolidated Cash Flow Statements

Unaudited - Expressed in United States Dollars

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

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

These unaudited condensed interim consolidated financial statements for the three months ended January 31, 2021 and 2020 (the “Financial Statements”), include the accounts of Grown Rogue International, Inc. (together with its subsidiaries, “GRIN” or the “Company”) and its subsidiaries. The registered office of GRIN is located at 340 Richmond Street West, Toronto, Ontario, M5V 1X2.

GRIN’s subsidiaries and ownership thereof are summarized in the table below.

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

Statement of Compliance and Going Concern

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) IAS 34 - Interim Financial Reporting, applicable to a going concern, which contemplates the realization of assets and liabilities in the normal course of business as they become due.

The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to discharge its liabilities as they become due and generate positive cash flows from operations. For the three months ended January 31, 2021, the Company incurred a net loss of approximately $915,000, and as of that date, the Company’s accumulated deficit was approximately $20.3 million, and its working capital deficit was approximately $1.9 million. These conditions have resulted in material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and to meet its obligations will be dependent upon successful sales of product and generating positive cash flows from operations as well as obtaining suitable financing. The accompanying Financial Statements do not reflect any adjustment that might result from the outcome of this uncertainty. If the going concern assumption is not used, then the adjustments required to report the Company’s assets and liabilities at liquidation values could be material to these Financial Statements.

These Financial Statements do not include all disclosures required by IFRS for annual audited consolidated financial statements and accordingly should be read in conjunction with our annual consolidated financial statements for the year ended October 31, 2020. These unaudited condensed interim financial statements were authorized for issuance by the Board of Directors on April 16, 2021 (“Financial Statement Date”).

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Basis of Measurement

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

Functional and Presentation Currency

The Company’s functional currency is the Canadian dollar and the functional currency of its subsidiaries is the United States (“U.S.”) dollar. These Financial Statements are presented in U.S. dollars.

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

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

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

Basis of Consolidation

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

Restatement of Previously Reported Consolidated Financial Statements

The Company has restated its consolidated statement of financial position as at January 31, 2021; its consolidated statement of loss and comprehensive loss, consolidated statement of cash flows, and consolidated statement of changes in equity for the three months ended January 31, 2021.

As part of a review of its condensed interim consolidated financial statements, the Company determined the following restatements.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

As a result of the restatements, the Company’s reported gross profit decreased by $139,846, to a gross profit of $140,344; and the Company’s reported net loss decreased by $80,724, to a net loss of $915,065.

Line items restated on the amended and restated consolidated statements of financial position are presented in the table below.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Line items restated on the amended and restated consolidated statements of loss and comprehensive loss are presented in the table below.

Estimation Uncertainty due to COVID-19

On March 11, 2020, the World Health Organization declared a global outbreak of COVID-19 (coronavirus) to be a pandemic, which has had a significant impact on businesses through the restrictions put in place by the federal, state, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders in Canada and the United States. Government measures imposed to limit the spread of COVID-19 did not have a material impact on the Company’s operations during the three months ended January 31, 2021, and the Company has not observed any material impairments, or significant changes in the fair value of its assets as a result of COVID-19.

At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put in place by Canada, the United States and other countries to fight the virus. While the extent of the impact is unknown, it remains possible that this outbreak may cause reduced customer demand, supply chain disruptions, staff shortages, and increased government regulations, all of which may negatively impact the Company’s business, results of operations and financial condition. The Company will continue to evaluate the situation with respect to the COVID-19 pandemic as it develops and will implement any such changes to its business as may deemed appropriate to mitigate any potential impacts to its business.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The preparation of these Financial Statements requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses. Areas that have the most significant effect on the amounts recognized in the financial statements are disclosed in Note 4 of the Company’s consolidated financial statements for the year ended October 31, 2020. The accounting policies applied in these Financial Statements are consistent with those used in the Company’s consolidated financial statements for the year ended October 31, 2020.

Biological assets consist of cannabis plants, which reflect measurement a fair value less costs to sell (“FVLCTS”). Changes in the carrying amounts of biological assets for the three months ended January 31, 2021 are as follows:

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

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

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The Company’s inventory composition is as follows:

The cost of inventories included as an expense and included in cost of goods sold for the three months ended January 31, 2021, was $470,554 (2020 - $521,680). For the three months ended January 31, 2021, $159,545 in property and equipment amortization costs were included in cost of finished cannabis inventory sold (2020 – $45,397).

During the year ended October 31, 2020, the Company received 2,362,204 common shares of Plant-Based Investment Corp (“PBIC”) by issuing to PBIC 15,000,000 common shares of the Company pursuant to a subscription agreement. On the date of the transaction, February 10, 2020, the fair value of PBIC shares per share was CAD$0.635 per share, resulting in a fair value of $848,011. The Company does not have control or significant influence over PBIC and has accounted for the investment at fair value through profit or loss.

As at January 31, 2021, the fair value of the shares was $914,970 (October 31, 2020 - $585,035), based upon the publicly quoted price of PBIC shares. The Company recorded an unrealized gain on the shares in the amount of $302,808 (2020 - $Nil) and foreign currency translation gain of $27,127 during three months ended January 31, 2021 (2020 - $Nil).

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

On February 6, 2020, the Company entered into a definitive agreement for an option to acquire a 60% controlling interest (the “Option”) of a fully-licensed Michigan based operator, Golden Harvests, LLC (“Golden Harvests”). In addition to the payments described below, the Company must receive certain regulatory approvals in order to exercise the Option. Subsequent to January 31, 2021, the Option was terminated, and a materially similar new option agreement was signed between Canopy Management LLC (“Canopy”) and Golden Harvests (the “New Option”). Under the Option, the Company agreed to pay $810,000 in cash and issue 800,000 common shares of the Company under the following schedule:

The Company has a contract to provide operations management services to Golden Harvests. Under this agreement, during the three months ended January 31, 2021, the Company earned revenues of $176,361 (2020 - $Nil) and costs for those revenues were $84,153 (2020 – $Nil).

The aggregate invested into Golden Harvests under the Option, as at January 31, 2021, included the following:

Subsequent to January 31, 2021, and concurrent with the timing of the New Option, the Company obtained an option to acquire an 87% membership interest in Canopy (the “Canopy Option”) from GRIN’s CEO, who is the majority owner of Canopy and who has a fiduciary responsibility to the Company. Exercise of the Canopy Option will ultimately provide identical economic rights as the Company originally had from the Option. In order to exercise the Canopy Option, the Company must: (1) make payments to Canopy, described below, such that Canopy can fulfill the option payments required for Canopy to acquire Golden Harvests under the New Option, and (2) for the Company to have all licensing and other regulatory or governmental approvals from the state of Michigan necessary to operate, or to own an equity interest in an entity that operates, a cannabis business in the state of Michigan.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The Company’s Canopy Option payments, made such that Canopy can complete its option payments to Golden Harvests under the New Option, are as follows:

The following table summarizes the liability payable to creditors who agreed to defer settlement for longer than one year from October 31, 2020 and 2019:

At January 31, 2021, The Company reported lease liabilities pertaining to five underlying liabilities, including three leases for property for growing operations and two leases for equipment.

One lease for outdoor growing property, executed with the Company’s CEO, was extended during the three months ended January 31, 2021, through December 31, 2025. This lease was accordingly remeasured, resulting in an increase to the liability and right-of-use asset of $281,707.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

A second lease for outdoor growing property was extended during the three months ended January 31, 2021, through December 31, 2021. This lease was accordingly remeasured, resulting in an increase to lease liabilities and right-of-use assets of $43,490.

During the three months ended January 31, 2021, management determined that it would exercise extension options on the lease for its indoor growing facility through March 31, 2027. This lease was accordingly remeasured, resulting in an increase to lease liabilities and right-of-use assets of $460,030.

Two leases used to purchase property and equipment purchases comprise $49,393 of total lease liabilities at January 31, 2021 (October 31, 2020 - $66,338). Of the January 31, 2021 balance, $42,565 is current and 6,828 is non-current (October 31, 2020 - $49,708 was current and $16,630 was non-current).

Set out below are the carrying amounts of right-of-use assets recognized and the movements during the three months ended January 31, 2021.

Leased equipment was reported in property and equipment in the statements of financial position at January 31, 2021 and October 31, 2020. Depreciation expense related to leased equipment is included in amortization of property and equipment and cost of sales in the statements of comprehensive loss (see Note 10).

Set out below are the carrying amounts and movements of lease liabilities.

Payments during the three months ended January 31, 2021 of $71,675 included principal payments of $66,579 and interest of $5,096 (three months ended January 31, 2020 – payments of $108,106, comprised of principal payments of $89,004 and interest of $19,102).

Set out below are the minimum future lease payments after January 31, 2021.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

At January 31, 2021, production equipment includes $199,293 in leased assets (October 31, 2019 - $220,693). For the three months ended January 31, 2021, amortization capitalized was $206,707 (2020 - $174,163) and expensed amortization was $29,967 (2020 - $49,677).

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Transactions related to the Company’s unsecured promissory notes for the three months ended January 31, 2021 and January 31, 2020, include the following:

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

On March 20, 2020, debt with a principal amount of $600,000 was received under a secured debt investment of $600,000 (the “Michigan Debt”). The Michigan Debt carries a two-year term, with monthly payments of principal commencing June 15, 2020, and with payments calculated at 1% of cash sales receipts of Golden Harvests (Note 7). Once the principal is repaid, each investor will receive a monthly royalty of 1% per $100,000 invested based upon cash sales receipts of Golden Harvests (see Note 7) (the “Royalty”). The Royalty commences on the date that repayments equal to principal have been made, and continues for a period of two years. The Royalty maximum is two times the amount of principal invested, and the Royalty minimum is equal to the principal loaned; the Company expects to pay the Royalty maximum by July 2023. The Company has the right, but not the obligation, to purchase the Royalty from any lender by paying an amount equal to the original principal invested by such lender. The debt is reported at the carrying value of the probability-weighted estimated future cash flows of all payments under the Michigan Debt agreement at amortized cost using the effective interest method. Interest accreted during the three months ended January 31, 2021 was $113,107 (year ended October 31, 2020 - $260,940), calculated using an effective interest rate of approximately 73%. During the three months ended January 31, 2021 $62,197 was repaid against this debt (year ended October 31, 2020 - $75,126).

Principal amounts of the Michigan Debt of $50,000 and $100,000 (a total of $150,000), were loaned by officers of the Company. Principal of $150,000 was loaned by a director of the Company.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Transactions related to the Company’s convertible debentures for the three months ended January 31, 2021 and the year ended October 31, 2020, include the following:

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

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

During the three months ended January 31, 2021, the following share transactions occurred:

During the three months ended January 31, 2020, the following share transactions occurred:

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

During the three months ended January 31, 2021, no new warrants were issued. The following table summarizes the warrant activities for the three months ended January 31, 2021:

As at January 31, 2021, the following warrants were issued and outstanding:

The following table summarizes the stock option movements for the three months ended January 31, 2021:

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The fair value of the options granted during the three months ended January 31, 2021, was approximately $36,500 (CAD$47,078) which was estimated at the grant date based on the Black-Scholes pricing model, using the following assumptions:

The vesting terms of options granted during the three months ended January 31, 2021 are set out in the table below:

As at January 31, 2021 the following Stock Options were issued and outstanding (all prices are in Canadian Dollars unless otherwise noted):

The changes to the Company’s non-cash working capital for the three months ended January 31, 2021 and 2020 are as follows:

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

During the three months ended January 31, 2021, the Company incurred the following related party transactions:

Stock options granted to key management personnel and close family members of key management personnel include the following options, granted during the year ended October 31, 2020: 750,000 options to the CFO of GR Unlimited; 750,000 options to the Chief Market Officer; and 250,000 option to the Chief Accounting Officer.

Accounts payable and accrued liabilities due to key management at January 31, 2021 totaled $510,455 (October 31, 2020 - $441,424), including the accrued liabilities described at Note 8.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

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

Pursuant to the loan agreements transacted during the year ended October 31, 2020, the CEO, CFO of GR Unlimited LLC, and a director obtained 5.5%; 1%; and 2.5% of GR Michigan LLC, respectively; third parties obtained 4% as part of the same loan agreements (Note 11.5), such that GR Michigan has a 13% non-controlling interest (Note 23.2).

On November 23, 2020, an individual who became a director purchased 6.25 newly issued equity units of Grown Rogue Distribution, LLC for $250,000 (Note 23.3), out of the total of 9.375 such units issued during the three months ended January 31, 2021.

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

At January 31, 2021, the Company’s exposure to interest rate risk relates to long-term debt, convertible promissory notes, and finance lease obligations; each of these items bears interest at a fixed rate.

As at January 31, 2021, the Company had accounts payable and accrued liabilities of CAD$567,665 and convertible debentures of CAD$2,850,000, as well as a derivative liability of CAD$1,188,748. The Company is exposed to the risk of fluctuation in the rate of exchange between the Canadian Dollar and the United States Dollar.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

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

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

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

The allowance for doubtful accounts at January 31, 2021 is $1,000 (October 31, 2020 - $7,425).

As at January 31, 2021 and October 31, 2020, the Company’s trade accounts receivable and other receivable were aged as follows:

The change in the provision for expected credit losses is as follows:

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

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

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At January 31, 2021, the Company’s working capital accounts were as follows:

The contractual maturities of the Company’s accounts payable and accrued liabilities, debt, leases, unearned revenue, and derivative liabilities occur over the next three years as follows, excluding the redemption liabilities of $375,000, which do not have a scheduled maturity, and derivative liabilities of $930,195, which are not cash-settled:

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

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

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

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

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

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The carrying values of the financial instruments at January 31, 2021 are summarized in the following table:

During the three months ended January 31, 2021 there were no transfers of amounts between levels.

General and administrative expenses for the three months ended January 31, 2021 and 2020 are as follows:

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

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

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

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

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

The Company does not have any externally imposed capital requirements.

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

(1) Includes: plant and equipment

Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. During the three months ended January 31, 2021, one major customer accounted for 17% of revenues (2020 – three major customers accounted for 43% of annual revenues).

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The changes to the non-controlling interest for the years ended January 31, 2021 and October 31, 2020 are as follows:

The following is summarized financial information for Idalia, LLC:

Nine percent (9%) of GR Michigan LLC is owned by officers and directors of the Company; this ownership is pursuant to an agreement that included their loans made to GR Michigan LLC (Note 18.4). The total non-controlling ownership, including ownership by officers and directors, is 13%.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The following is summarized financial information for Grown Rogue Distribution, LLC:

During the three months ended January 31, 2021, the Company sold an approximately 8.6% interest in Grown Rogue Distribution, LLC (“GR Distribution”) for $375,000. The interest was comprised of 9.375 newly issued equity units (“GR Distribution Units”) and each GR Distribution Unit was sold for $40,000. After the issuance, 109.375 GR Distribution Units were issued and outstanding. Of the 9.375 units issued, 6.25 were issued to a director of the Company, for proceeds of $250,000. The GR Distribution Units are puttable by the subscribers to the Company and callable from the subscribers by the Company, and can be settled in Company shares at a value agreed upon by the Company and the GR Distribution non-controlling interests, or in cash, or in a combination of cash and shares of the Company’s choice. The Company has accordingly recognized redemption liabilities of $375,000 at January 31, 2021 (2020 - $Nil), recorded by way of a reduction in Company contributed surplus.

On February 15, 2021, Grown Rogue Distribution LLC (“GR Distribution”) sold 2.5 equity units for US$40,000 per unit each for total proceeds of $100,000. After this transaction, GR Distribution had 111.875 equity units outstanding, of which the Company owns 100. The unit holders have the future right to convert their units in the subsidiary, at a price agreed upon by the Company and the subscriber, into common shares of the Company at the greater of CAD$0.20 or the maximum permitted discount under the policies of the Canadian Securities Exchange at the time of conversion.

On February 5, 2021 the Company completed the second tranche of a private placement; the second tranche was comprised of 8,200,000 units at CAD$0.16 per unit for proceeds of CAD$1,312,000. Each unit was comprised of one common share and one warrant to purchase one common share. Each warrant has an exercise price of CAD$0.20 and a term of two years. The second tranche included subscriptions by the following related parties: the CEO subscribed to 1,600,000 units; the CFO of GR Unlimited subscribed to 2,000,000 units; a key Company operations manager subscribed to 1,000,000 units; and PBIC subscribed to 2,000,000 units.

Subsequent to January 31, 2021, the Company’s subsidiary, GR Michigan, LLC, terminated its Option to Acquire Golden Harvests. Simultaneously with the termination, a new entity, Canopy Management, LLC (“Canopy”) signed an Option to Purchase Golden Harvests under similar terms. Canopy has already received approval by the State of Michigan for licensing and this will allow the Company to accelerate its option exercise to obtain a 60% interest in Golden Harvests. Canopy is majority owned by GRIN’s CEO, who has a fiduciary responsibility to the Company. The Company has an option to acquire an 87% membership interest in Canopy, from GRIN’s CEO, which when exercised, pending approval by the State of Michigan of the Company’s application, will provide identical economic rights as the Company originally had with GR Michigan.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

On February 5, 2021, the Company agreed to acquire (the “HSCP Transaction”) substantially all of the assets of the growing and retail operations of High Street Capital Partners, LLC (“HSCP”) for total consideration of $3,000,000, payable in a series of tranches, subject to receipt of all necessary regulatory and other approvals, not to exceed 18 months from the date of the agreement evidencing the HSCP. The Company also executed a management services agreement (“MSA”) with HSCP pursuant to which the Company agreed to pay $21,500 per month to HSCP as consideration for their services rendered thereunder, until the completion of the HSCP Transaction. In accordance with the MSA, the Company will own all production from the growing assets derived from the growing operations of HSCP. The Company will operate the growing facility of HSCP under the MSA until receipt of the necessary regulatory approvals relating to the acquisition by the Company of HSCP’s growing assets. The Company will have no involvement with the retail operations until the HSCP Transaction is completed.

On March 2, 2021, holders of convertible debentures converted principal of CAD$491,666 into common shares at CAD$0.125 per share, and accordingly the Company issued 3,933,328 common shares to those holders. On April 9, 2021, the Company paid holders of the convertible debentures principal of CAD$1,538,889. After the conversions and the payment, the undiscounted principal amount of convertible debentures outstanding was approximately $650,000 (CAD$819,445).

On March 17, 2021, the Company executed a lease for a new outdoor grow property. The lease term is through February 28, 2024. The annual lease cost is $40,000 per year, due in two equal semiannual payments on March 1^st and June 1^st. There are no extension options in this agreement for periods after February 28, 2024. Management will transfer one of its existing outdoor growing licenses to this new location, and cease outdoor grow operations at the prior location. The remaining term at the prior location is through December 31, 2021, and undiscounted remaining payments from February 1, 2021 to the end of the lease term total $41,800.

Brokered private placement of special warrants

On March 5, 2021, the Company announced completion of a brokered private placement offering through the issuance of an aggregate of 21,056,890 special warrants (each a “Special Warrant”) at a price of $0.225 (the “Issue Price”) per Special Warrant for aggregate gross proceeds of approximately $3.7 million (CAD$4,737,800) (the “Offering”). The Offering was led by Eight Capital (the “Agent”), as sole agent and bookrunner.

Each Special Warrant entitles the holder thereof to receive, for no additional consideration, one unit of the Company (each, a “Unit”) on the exercise or deemed exercise of the Special Warrant. Each Unit is comprised of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of CAD$0.30 for a period of twenty-four (24) months following the closing date (the “Closing Date”) of the Offering, subject to adjustment in certain events set out in the indenture governing the Warrants.

Grown Rogue International Inc.

Notes to the Amended and Restated Condensed Interim Consolidated Financial Statements

For the Three Months Ended January 31, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The Special Warrants are exercisable by the holders thereof at any time for no additional consideration and all unexercised Special Warrants will be deemed to be exercised, without any further action or payment of additional consideration by the holder thereof, on the date that is the earlier of: (i) the date that is three (3) business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final short form prospectus qualifying distribution of the Common Shares and Warrants underlying the Special Warrants (the “Qualifying Prospectus”), and (ii) July 6, 2021.

As the Company did not receive a final receipt from the Ontario Securities Commission for the Qualifying Prospectus on or before April 5, 2021, each Special Warrant holder will receive, upon the exercise or deemed exercise thereof, at no additional consideration, 1.10 Units upon exercise of each Special Warrant (instead of one (1) Unit); accordingly, the final aggregate number of Units to be issued will be 23,162,579.

As consideration for the services rendered by the Agent in connection with the Offering, the Company paid to the Agent a cash commission of $253,746 and issued the Agent an aggregate of 1,127,758 broker warrants of the Company (the “Broker Warrants”) exercisable to acquire 1,127,758 compensation options (the “Compensation Options”). As consideration for certain advisory services provided in connection with the Offering, the Company paid to the Agent an advisory fee of $25,500 and issued the Agent an aggregate of 113,500 advisory warrants (the “Advisory Warrants”) exercisable to acquire 113,500 Compensation Options.

Each Compensation Option entitles the holder thereof to purchase one unit of the Company (a “Compensation Unit”) at the Issue Price for a period of twenty-four (24) months following the Closing Date, subject to adjustment in certain events. Each Compensation Unit shall be comprised of one Common Share and one common share purchase warrant of the Company (a “Compensation Warrant”). Each Compensation Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (a “Compensation Warrant Share”) at a price of CAD$0.30 at any time before 5:00 p.m. (Toronto time) on the day that is twenty-four (24) months following the Closing Date, subject to adjustment in certain events.

Prior to the filing of the Qualifying Prospectus and the deemed exercise of the Special Warrants, the securities issued under the Offering will be subject to a four month hold period from the date of closing of the Offering in addition to any other restrictions under applicable securities laws.