Exhibit 3

GROWN ROGUE INTERNATIONAL INC.

Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended April 30, 2021 and 2020

Expressed in United States Dollars

NOTICE TO READER

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

of these interim financial statements.

Grown Rogue International Inc. 

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. 

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. 

Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficit 

Unaudited - Expressed in United States Dollars

Grown Rogue International Inc. 

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.

Condensed Interim Consolidated Cash Flow Statements

Unaudited - Expressed in United States Dollars

Supplemental cash flow disclosures (Note 17)

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

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

These unaudited condensed interim consolidated financial statements for the three and six months ended April 30, 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, M5V1X2.

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 six months ended April 30, 2021, the Company incurred a net loss of approximately $2.4 million, and as of that date, the Company’s accumulated deficit was approximately $21.7 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.

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

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 June 29, 2021 (“Financial Statement Date”).

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.

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

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.

Estimation Uncertainty due to COVID-19

On March 11, 2020, the World Health Organization declared a global outbreak of COVID-19 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 six months ended April 30, 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.

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.

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Biological assets consist of cannabis plants, which reflect measurement at fair value less costs to sell (“FVLCTS”). Changes in the carrying amounts of biological assets for the six months ended April 30, 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 Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 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 six months ended April 30, 2021, was $1,345,632 (2020 - $1,341,500). For the six months ended April 30, 2021, $406,372 in property and equipment amortization costs were included in cost of finished cannabis inventory sold (2020 - $236,491).

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. 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 April 30, 2021, the fair value of the shares was $1,211,535 (October 31, 2020 - $585,035), based upon the publicly quoted price of PBIC shares. During the six months ended April 30, 2021, the Company recorded an unrealized gain on the shares in the amount of $556,108 (2020 - loss of $627,287) and foreign currency translation gain of $70,392 (2020 - foreign currency translation loss of $19,063).

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Investment in Golden Harvests. LLC (“Golden Harvests”)

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. In addition to the payments described below, the Company must receive certain regulatory approvals in order to exercise the Option. During the six months ended April 30, 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 six months ended April 30, 2021, the Company earned revenues of $344,055 (2020 - $Nil) and costs for those revenues were $154,353 (2020 - $Nil).

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

The amounts paid towards the acquisition of Golden Harvests, as at April 30, 2021, include the following:

During the six months ended April 30, 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.

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:

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Investment in assets sold by High Street Capital Partners. LLC (“HSCP”)

During the six months ended April 30, 2021, the Company paid $750,000 towards the total consideration of $3,000,000 under the HSCP Transaction.

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 April 30, 2021, The Company reported lease liabilities pertaining to four leases for property for growing operations and certain leases for equipment.

One lease for outdoor growing property, executed with the Company’s CEO, was extended during the six months ended April 30, 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.

A second lease for outdoor growing property was extended during the six months ended April 30, 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.

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

During the six months ended April 30, 2021, management determined that it would exercise extension options on a third property lease, an 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.

During the six months ended April 30, 2021, a fourth property lease was entered into for an outdoor growing property. This lease was measured at $107,104, with a corresponding increase to lease liabilities and right-of-use assets.

During the six months ended April 30, 2021, leases for equipment entered into were measured at $144,789, with a corresponding increase to lease liabilities and right-of-use assets.

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

Payments during the six months ended April 30, 2021 of $184,870 included principal payments of $149,375 and interest of $35,495 (2020 - payments of $227,917, comprised of principal payments of $187,710 and interest of $35,207).

Set out below are the minimum future lease payments after April 30, 2021.

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

For the six months ended April 30, 2021, amortization capitalized was $446,941 (2020 - $267,624) and expensed amortization was $78,701 (2020 - $111,728).

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Transactions related to the Company’s long-term debt for the six months ended April 31, 2021 include the following:

Accrued interest payable on long-term debt at April 30, 2021 was $6,250 (October 31, 2020 - $9,376).

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Transactions related to the Company’s long-term debt for the year ended October 31, 2020, include the following:

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 six months ended April 30, 2021 was $199,412 (year ended October 31, 2020 - $260,940), calculated using an effective interest rate of approximately 73%. During the six months ended April 30, 2021 $149,371 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 Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Transactions related to the Company’s convertible debentures for the six months ended April 30, 2021 and the year ended October 31, 2020, include the following:

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 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 six months ended April 30, 2021, the following share transactions occurred:

Grown Rogue International Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended April 30, 2021 and 2020

Unaudited - Expressed in United States Dollars, unless otherwise indicated

Each Special Warrant was to be deemed exercised on the date that was the earlier of: (i) the date that was three (3) days following the date on which the Company obtained receipt from the Securities Commissions for the Qualifying Prospectus underlying the Special Warrants and (ii) July 6, 2021. The Company obtained receipt for the Qualifying Prospectus on April 26, 2021. Accordingly, on April 30, 2021, the Company issued 23,162,579 Units, comprised of 23,162,579 common shares and 23,162,579 warrants to purchase one common share. The warrants entitle the holder to purchase one common share at an exercise price of CAD$0.30 for a period of two years.

Proceeds of $3,738,564 and expenses of $444,396 were allocated to share capital; also allocated to share capital were the expenses for fair value of Agent Warrants (Note 15.2) of $210,278.

During the six months ended April 30, 2020, the following share transactions occurred:

Grown Rogue International Inc.