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

Notes to the Consolidated Financial Statements

Grown Rogue International Inc.

Unaudited Condensed Consolidated Statements of Financial Position

Expressed in United States Dollars

Commitments and contingencies (Note 24)

Subsequent events (Note 25)

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

Grown Rogue International Inc.

Unaudited Condensed Consolidated Statements of Income (Loss)

Expressed in United States Dollars

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

Grown Rogue International Inc.

Unaudited Condensed Consolidated Statements of Changes in Equity

Expressed in United States Dollars

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

Grown Rogue International Inc.

Unaudited Condensed Consolidated Statements of Cash Flow

Expressed in United States Dollars

Supplemental cash flow disclosures (Note 16)

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

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

These unaudited condensed consolidated financial statements for the three months ended March 31, 2025, include the accounts of Grown Rogue International Inc. and its subsidiaries. The registered office is located at 40 King St W Suite 5800, Toronto, ON M5H 3S1.

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

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

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These unaudited condensed consolidated financials are filed on the system for electronic document analysis and retrieval (SEDAR+).

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

These unaudited condensed consolidated 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 audited consolidated financial statements for the year ended December 31, 2024.

The Board of Directors authorized the issuance of these unaudited condensed consolidated financial statements on May 13, 2025.

The principal accounting policies adopted in the preparation of these unaudited condensed consolidated financial statements are set forth below.

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 unaudited condensed consolidated financial statements from the date that control commences until the date control ceases. All intercompany balances and transactions have been eliminated upon consolidation.

These unaudited condensed consolidated 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.

In January 2024, the Company’s board of directors approved a change in the Company’s fiscal year end from October 31 to December 31.

The Company’s functional currency is the Canadian dollar, and the functional currency of its subsidiaries is the United States (“U.S.”) dollar. These unaudited condensed consolidated 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 consolidated statements of comprehensive income (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 income (loss) and reported as currency translation reserve in shareholders’ equity.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

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 income (loss).

Amendments to International Accounting Standards (“IAS 1”) - Presentation of Financial Statements

The amendment to IAS 1 – Presentation of Financial Statements specifies that the classification of current versus non-current liabilities may change (e.g. convertible debt). Prior to this amendment, the classification of liabilities was considered current when there was no unconditional right to defer settlement for at least twelve months after the reporting date. Under the amendment to IAS 1, the IASB removed the requirement for a right to be unconditional and instead requires that a right to defer settlement must exist at the reporting date and have substance. The amendment is effective for annual periods beginning on or after January 1, 2024. The Company adopted the amendments to IAS 1 effective January 1, 2024, which impacts the classification of the Company’s Financial Statements by recording its convertible debt as a current liability in its consolidated statements of financial position dated March 31, 2025.

IFRS 18 – Presentation and Disclosure

IFRS 18 – Presentation and Disclosures in Financial Statements will replace IAS 1 – Presentation of Financial Statements. The new standard aims at improving how entities communicate in their financial statements and will be effective for annual periods beginning on or after January 1, 2027. The standard is applied retrospectively, with specific transition provisions, and early adoption is permitted. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

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 three months ended March 31, 2025 and March 31, 2024, 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 Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

The Company’s inventory composition is as follows:

The cost of inventories, excluding changes in fair value, are included in cost of goods sold for the three months ended March 31, 2025, was $2,923,521 (For the three months ended March 31, 2024 - $2,772,685).

The following table summarizes the movement in business acquisition consideration payable.

On April 24, 2024, the Company acquired the 13% non-controlling interest in Canopy, after which the Company owned a 100% interest in Canopy, for aggregate consideration of $780,000 comprised of upfront cash payments of $156,000 and deferred cash payments of $624,000. The deferred cash payments are to be paid in 48 equal installments with a 5.21% interest rate applied. Consideration remaining to be paid at the date of these interim condensed consolidated financial statements included cash payments of $533,899.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

On May 1, 2021, the Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of $1,007,719 comprised of 1,025,000 common shares of the Company with a fair value of $158,181 and cash payments of $849,536. On December 1, 2021, the Company and the seller of the 60% controlling interest in Golden Harvests agreed to extend the due date of the cash portion of business acquisition consideration payable until December 31, 2024, in exchange for monthly payments at a rate of 18% per annum. During the year ended October 31, 2023, 200,000 common shares issuable since May 1, 2021, with an aggregate fair value of $35,806, were issued to the seller. Consideration remaining to be paid at the date of these unaudited condensed consolidated financial statements included cash payments of $360,000.

On April 24, 2024, the Company acquired an additional 20% interest in Golden Harvests for aggregate consideration of $2,342,207 comprised of deferred cash payments of $2,000,0000 (the Initial Purchase Price or “IPP”) plus true-up amounts (the Additional Purchase Price or “APP”). The IPP is to be paid for in thirteen quarterly installments beginning on January 1, 2025. The Company may pay all or part of the cash portion of the business acquisition consideration payable after January 1, 2025. IPP remaining to be paid at the date of these interim condensed consolidated financial statements included cash payments of $2,000,000. The IPP was recorded at its fair value at the date of inception of $1,134,952.

The APP is calculated on a distribution equivalent basis whereby the seller receives a true-up payment pro-rata based on the proportion of remaining IPP balance at the time of the distribution payment made to the Company. If distribution equivalent amounts in any quarter are in excess of the minimum interest amounts, then no minimum interest amount is due. The distribution equivalent is reduced pro-rata in accordance with amounts paid down against sellers IPP.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

On October 4, 2023, the Company announced that it signed a definitive agreement with an option to acquire 70% of ABCO Garden State LLC (“ABCO”), pending regulatory approval from the New Jersey Cannabis Regulatory Commission (“CRC”). On May 31, 2024, the Company executed the first option to acquire a 44% membership interest in ABCO. ABCO received licensing approval from the CRC and has an annual NJ cultivation license with local zoning, planning approvals and sufficient power supply.

The Company purchased the first option to acquire 44% of ABCO for total consideration of $1,257,142 paid via conversion of previously advanced amounts. The Company may exercise the second option to purchase an additional 26% membership interest in ABCO, pending regulatory approval, two years after operations commence. The purchase price for the second option is $722,858. The first option to acquire 44% of ABCO that was executed on May 31, 2024, in addition to the second option not yet exercised to acquire an additional 26% of ABCO, are classified as Other investments in the consolidated statements of financial position, and is accounted for under the equity method, which reflects the allocable portion of the investee’s profits and losses.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

Transactions related to the Company’s notes receivable for the three months ended March 31, 2025 and year ended December 31, 2024, include the following:

On October 3, 2023, GR Unlimited executed a promissory note with ABCO’s affiliate, Iron Flag LLC, to fund tenant improvements and for general working capital at the 50,000 square foot facility leased by ABCO for use in ABCO’s cannabis cultivation operations under construction and completed in the third quarter of 2024.

Pursuant to this promissory note, GR Unlimited was required to make the maximum amount available in one or more advances in an aggregate amount not to exceed $4,000,000. Interest on the outstanding principal borrowed accrued at a rate of 12.5% per annum commencing with respect to each advance and accruing until the date the standing advances and all accrued interest is paid in full. During 2024, the Company advanced the full $4,000,000 agreed to under this promissory note.

On August 24, 2024, the Company entered into an agreement to assign this promissory note from Iron Flag, LLC to GR Unlimited such that the original note was deemed extinguished resulting in a gain on extinguishment of $156,165. Under the terms of the new note, interest on the outstanding principal borrowed shall accrue at a rate of 13.5% per annum to be paid currently as a monthly payment. An additional 5% interest shall accrue on the outstanding balance of all prior advances and deferred amounts until all of the advances have been fully paid. This debt modification was accounted for as an extinguishment under IFRS 9 – Financial Instruments, whereas the original instrument was derecognized and a new debt instrument recognized in its place.

On December 14, 2024, ABCO defaulted on paying the principal and interest payments on this promissory note resulting in an increased interest rate per annum of 18%, an addition to the 5% interest that accrued on the outstanding balance of all prior advances and deferred amounts. As of the date of these unaudited condensed consolidated financial statements, ABCO remains in default on this note. The Company, however, expects to receive the principal and accrued interest on this promissory note and therefore has not impaired the note receivable. Payments on the note were delayed due to the delay in commencing operations and slower than expected sales growth. Management’s forecasts indicate that payments will commence during the second or third quarter of 2025 as ABCO reaches sell through capacity.

As at March 31, 2025, the outstanding balance of the debt instrument was $3,666,667 (December 31, 2024 - $3,055,175), and the accrued interest was $793,661 (December 31, 2024 - $581,972).

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

On June 3, 2024, GR Unlimited executed a promissory note and advanced $400,000 to ABCO representing the principal amount of the note. Pursuant to this promissory note, interest on the outstanding principal borrowed shall accrue at a rate of 18% per annum provided that the extended maturity date is not triggered, in which interest shall accrue at a rate of 22% on the outstanding balance commencing on the maturity date and ending on the extended maturity date.

As at March 31, 2025, ABCO was not considered in default of paying this note, and the outstanding balance of the promissory note was $400,000 (December 31, 2024 - $400,000) and the accrued interest was $59,261 (December 31, 2024 - $41,508).

On June 24, 2024, GR Unlimited executed a promissory note and advanced $500,000 to ABCO. Pursuant to this note, GR Unlimited shall make the maximum amount available to ABCO in one or more advances in an aggregate amount not to exceed $3,000,000. Interest on the outstanding principal borrowed shall accrue at a rate of 10.5% per annum.

As at March 31, 2025, ABCO was not in default of paying this note, and the outstanding balance of the promissory note was $3,000,000 (December 31 - $3,000,000) and the accrued interest was $189,729 (December 31, 2024 - $110,980).

On October 17, 2024, GR Unlimited executed a convertible promissory note with ABCO Garden State, LLC in the amount of $1,050,000. The note is convertible into equity of ABCO at a rate of 1% per $28,571.43 of principal borrowed upon certain future regulatory milestones. The note carries an interest rate of 15% and can be drawn down in increments of $10,000.

As at March 31, 2025, ABCO was not in default of paying this note, and the outstanding balance of the convertible promissory note was $1,050,000 (December 31, 2024 - $1,050,000) and the accrued interest was $65,333 (December 31, 2024 - $25,958).

On October 3, 2023, GR Unlimited executed a promissory note and advanced $250,000 to an individual representing the principal amount of the note. Pursuant to the promissory note agreement, interest on the outstanding principal borrowed shall accrue at a rate of 12% per annum provided that, if the extended maturity date of the note is triggered, interest shall accrue on the outstanding balance commencing on the maturity date and ending on the extended maturity date of the promissory note.

The outstanding balance of the promissory note was fully paid during the year ended December 31, 2024.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

On January 16, 2024, the Company signed a definitive agreement to invest in the development of an adult-use dispensary in West New York, New Jersey. As part of this agreement, GR Unlimited executed a secured convertible promissory note and initially advanced $500,000 to Nile of NJ LLC, a New Jersey limited liability company. The Company advanced an additional $650,000 to Nile of NJ LLC on April 4, 2024. Pursuant to the secured convertible promissory note agreement, interest on the outstanding principal borrowed shall accrue at a rate of 10%.

As at March 31, 2025, the outstanding balance of the convertible promissory note was $1,150,000 (December 31, 2024 - $1,150,000), and the accrued interest was $124,389 (December 31, 2024 - $95,639).

On October 28, 2024, the Company through its subsidiary West New York advanced an additional $287,500 to Nile of NJ LLC under a convertible note in the amount of $287,500. West New York concurrently received equity subscriptions of $137,500 in support of this funding.

As at March 31, 2025, the outstanding balance of the promissory note was $287,500 (December 31, 2024 - $287,500), and the accrued interest was $12,059 (December 31, 2024 - $4,872).

The following is a continuity schedule of lease liabilities.

Set out below are undiscounted minimum future lease payments after March 31, 2025:

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

For the three months ended March 31, 2025, amortization capitalized into inventory was $536,188 (for the three months ended March 31, 2024 - $471,519) and expensed amortization was $114,135 (for the three months ended March 31, 2024 - $255,052).

Additions during the year ended December 31, 2024, resulted from the Company acquiring Illinois cultivation licenses in the amount of $532,000 for Rogue EBC’s joint arrangement.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

Transactions related to the Company’s long-term debt for the three months ended March 31, 2025, and the year ended December 31, 2024, include the following:

On May 1, 2021, the Company assumed a note payable owed by Golden Harvests (Note 5) with a carrying value of $227,056. The note was for a principal amount of $250,000, interest was paid monthly at 10% per annum, and the maturity date was January 14, 2024. After the maturity date, additional interest payments were due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note was reported at amortized cost using an effective interest rate of approximately 33%. During the three months ended March 31, 2025 and March 31, 2024, the Company made principal and interest payments of $43,750 and $6,250, respectively. The note was fully settled during the three months ended March 31, 2025.

On January 27, 2021, debt was issued by GR Distribution with a principal amount of $250,000, interest was paid monthly at 10% per annum, and the maturity date was January 27, 2024. After the maturity date, additional interest payments were due quarterly, at amounts that caused total interest paid over the life of the debt to equal $250,000. The note was reported at amortized cost using an effective interest rate of approximately 27%. During the three months ended March 31, 2025, and March 31, 2024, the Company made principal and interest payments of $45,943 and $6,250 respectively. The note was fully settled during the three months ended March 31, 2025.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

On November 23, 2020, debt was issued by GR Distribution with a principal amount of $125,000, interest was paid monthly at 10% per annum, and the maturity date was November 23, 2023. After the maturity date, additional interest payments were due quarterly, at amounts that caused total interest paid over the life of the debt to equal $125,000. The note was reported at amortized cost using an effective interest rate of approximately 27%. The note was fully settled during the year ended December 31, 2024.

On January 12, 2024, debt with a principal amount of $1,285,000 was received, secured by deed of trust of $1,285,000. Interest is paid at the higher of 5% or the London Interbank Offered Rate (‘LIBOR”) for the first twelve months. For the thirteenth month to the twenty-fourth month, interest is paid at the higher of 6% or the LIBOR and for twenty-fifth month to the thirty-sixth month, interest is paid at the higher of 7% or the LIBOR. Interest is paid at the end of the month in arrears and is computed based on a 30-day month and has a maturity date of December 1, 2027. The note is reported at amortized cost using an effective rate of approximately 7.2%. During the three months ended March 31, 2025 and March 31, 2024, the Company made principal and interest payments of $30,819 and $26,073, respectively. As at March 31, 2025, the Company was in compliance with the debt covenants under the agreements for this mortgaged real property.

On March 27, 2025, the Company closed a $7,000,000 credit facility with Bridge Bank, a division of Western Alliance Bank (“WAB”), which is a national, FDIC-insured commercial bank. The Company incurred financing costs of $213,374 in connection with closing the loan. The Company intends to use the loan proceeds to support existing growth initiatives, provide additional working capital, and refinancing a small amount of existing debt. The credit facility has a term of four years and bears interest at a rate equal to the greater of a) the Secured Overnight Financing Rate (“SOFR”) plus 4.9% and b) 9.0% per annum. Based on the current SOFR rate of 4.3%, this implies a current interest rate of 9.2% per annum. The facility amortizes over a six-year period and there are no prepayment penalties. Interest will be paid on a monthly basis.

The obligations owing under the credit facility are secured by way of a general security agreement executed by the Company and its subsidiaries, in which the Company and its subsidiaries each granted the lender a security interest in the collateral pledged under the agreement. The collateral pledged includes all assets of the Company; this includes accounts, inventory, equipment, investments, and property, including trademarks and mortgaged real property located in Oregon, unless otherwise agreed to by the parties to the agreement. Pursuant to the credit agreement with WAB, the Company shall not permit the “Fixed Charge Coverage Ratio”¹ to be less than 1.5 to 1.0 and shall not permit the “Leverage Ratio”² to be more than 2.00 to 1.0, as of the last day of any fiscal quarter, commencing with the quarter ending December 31, 2024.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

Additionally, the Company shall not permit the aggregate balance of the Company’s deposit accounts with WAB as of the last day of any month to be less than (a) 70% of the balance of the loan at any time through December 31, 2027, or (b) 50% of the balance of the loan at any time thereafter.

In the unaudited condensed consolidated statements of financial position dated March 31, 2025, $3,300,000 of the credit facility proceeds were classified as restricted cash. Subsequent to the Consolidated Statements of Financial Position dated March 31, 2025, the $3,300,000 classified as restricted cash was released from escrow upon the remaining convertible debentures being converted in April 2025. Also see Subsequent Events. During the three months ended March 31, 2025, and March 31, 2024, the Company made no principal and interest payments. All financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As at March 31, 2025, $213,374 (March 31, 2024 - nil) of deferred financing costs remain unamortized, and the Company was in compliance with the debt covenants under the agreements for this credit facility.

Transactions relating to the Company’s convertible debentures for the three months ended March 31, 2025, and the year ended December 31, 2024, include the following:

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

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

During the year ended December 31, 2024, the Company issued the notice of acceleration dated March 1, 2024, required by the warrant certificates governing the December Warrants, which accelerated the expiry date to 90 days from the date of notice. During the year ended December 31, 2024, a total of 6,716,499 subordinate voting share purchase warrants were issued for 6,716,499 subordinate voting shares (Note 12.5).

The December Convertible Debentures were fully settled during the year ended December 31, 2024.

On July 13, 2023, the Company announced the closing of a non-brokered private placement of unsecured convertible debentures with an aggregate principal amount of $5,000,000 (“July Convertible Debentures”). The July Convertible Debentures accrue interest at 9% per year, paid quarterly, and mature 48 months from the date of issue. The July Convertible Debentures are convertible into subordinate voting shares of the Company at a conversion price of CAD$0.24 per subordinate voting share, at any time on or prior to the maturity date. Additionally, on closing, the Company issued to the Subscribers of the July Convertible Debentures an aggregate of 13,737,500 warrants, that represents one-half of one warrant for each CAD$0.24 of Principal amount subscribed (“July Warrants”). The July Warrants are exercisable for a period of three years from issuance into subordinate voting shares at an exercise price of CAD$0.28 per subordinate voting share. The Company has the right to accelerate the warrants if the closing share price of the subordinate voting shares on the Canadian Securities Exchange is CAD$0.40 or higher for a period of 10 consecutive trading days.

During the year ended December 31, 2024, the Company issued the notice of acceleration dated March 1, 2024, required by the warrant certificates governing the July Warrants, which accelerated the expiry date to 90 days from the date of notice. During the year ended December 31, 2024, 13,737,500 subordinate voting share purchase warrants were issued for 13,737,500 subordinate voting shares (Note 12.5).

During the three months ended March 31, 2025, purchasers of the July Convertible Debentures converted an aggregate total of convertible debenture principal of $361,468 at CAD$0.28 per share into 4,505,625 subordinate voting shares. Also see Subsequent Events (Note 25.1).

The conversion feature of the July Convertible Debentures gives rise to the derivative liability reported on the consolidated statement of financial position at March 31, 2025. The derivative liability is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the derivative liability at March 31, 2025, was estimated to be $7,316,954 (December 31, 2024 - $12,504,175) using the following assumptions:

On August 17, 2023, the Company announced that it had closed the second and final tranche of a non-brokered private placement of unsecured convertible debentures for gross proceeds of $1,000,000 (“August Convertible Debentures”), for a total aggregate principal amount under both tranches of $6,000,000 with the July Convertible Debentures. Additionally, on closing, the Company issued to Subscribers under the second tranche an aggregate of 2,816,250 subordinate voting purchase warrants (“August Warrants”). The terms of the August Convertible Debentures and August Warrants issued as part of this second tranche are the same as those issued in the July Convertible Debentures and July Warrants.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

During the year ended December 31, 2024, the Company issued the notice of acceleration dated March 1, 2024, required by the warrant certificates governing the August Warrants, which accelerated the expiry date to 90 days from the date of notice. During the year ended December 31, 2024, 2,816,250 purchase warrants were issued for 2,816,250 subordinate voting shares (Note 12.5).

During the year ended December 31, 2024, Purchasers of the August Convertible Debentures converted an aggregate total of convertible debenture principal of $328,000 at CAD$0.28 per share into 5,682,083 subordinate voting shares to fully settle the convertible debenture.

The August Convertible Debentures were fully settled during the year ended December 31, 2024.

The Company was previously authorized to issue an unlimited number of common shares at no par value and an unlimited number of preferred shares issuable in series. Effective June 24, 2024, the Company completed a share reorganization to redesignate its existing class of common shares without par value in the Company’s capital as SV Shares and created a new class of unlisted multiple voting shares (“MV Shares”). As of March 31, 2025, total SV Shares outstanding were 227,293,438, and total MV Shares outstanding were nil since all MV Shares were previously converted into SV Shares.

During the three months ended March 31, 2025, the following share transactions occurred:

On January 3, 2025, the Company issued 4,505,625 subordinate voting shares with an aggregate fair value of $2,705,443, as a holder opted to convert their convertible debentures.

On January 7, 2025, the Company issued 50,000 subordinate voting shares with an aggregate fair value of $20,344, as a holder opted to convert their options.

On January 1, 2025, the Company issued 291,700 subordinate voting shares with an aggregate fair value of $134,450, as holders opted to convert their options.

During the three months ended March 31, 2024, the following share transactions occurred:

On March 14, and March 20, 2024, the Company issued 15,000 common shares with an aggregate fair value of $1,665 and 1,500,000 common shares with an aggregate fair value of $166,518 respectively, as holders opted to convert their options.

On March 14, 2024, the Company issued 1,122,833 common shares with an aggregate fair value of $546,607, as a holder opted to convert their convertible debentures.

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

On March 20, 2024, the Company issued 336,775 common shares with an aggregate fair value of $165,812, as a holder opted to convert their convertible debentures.

During March 2024, the Company issued 13,905,499 common shares for total proceeds of $2,835,045.

The Company issued 1,679,124 common shares for total proceeds of $310,658 relating to the December Convertible Debentures which had a warrant strike price of CAD$0.25 per share.

The Company also issued 12,226,375 common shares for total proceeds of $2,524,390 relating to the July Convertible Debentures which had a warrant strike price of CAD$0.28 per share.

During March 2024, the Company received total proceeds of $1,822,412 for the issuance of 9,364,750 common shares relating to warrant exercises for convertible debentures.

Proceeds of $928,788 were received relating to the warrants for the December Convertible Debentures, $312,055 relating to the warrants for the July Convertible Debentures, and $581,569 relating to the warrants for the August Convertible Debentures for the issuance of 5,037,375, 1,511,125 and 2,816,250 common shares, respectively.

The following table summarizes the warrant activities for the three months ended March 31, 2025, and the year ended December 31, 2024:

As at March 31, 2025, and December 31, 2024, the following warrants were issued and outstanding:

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

The Consulting Agreement with Vireo Growth was executed as of May 24, 2023, whereby GR Unlimited will support Vireo Growth in the optimization of its cannabis flower products, with a particular focus on improving the quality and yield of top-grade “A” cannabis flower across its various operating markets, starting with Maryland and Minnesota.

As part of this strategic agreement, Vireo Growth was obligated to issue 10,000,000 warrants to purchase 10,000,000 subordinate voting shares of Vireo Growth to the Company, with a strike price equal to CAD$0.317 (U.S.$0.233), being a 25.0 percent premium to the 10-day volume weighted average price (“VWAP”) of Vireo Growth’s subordinate voting shares prior to the effective date of the consulting agreement. Similarly, the Company issued 8,500,000 warrants to purchase 8,500,000 subordinate voting shares of the Company to Vireo Growth, with a strike price equal to CAD$0.225 (U.S.$0.166), being a 25.0 percent premium to the 10-day VWAP of the Company’s subordinate voting shares prior to the effective date of the consulting agreement.

On October 11, 2024, the Company announced the termination of the consulting agreement with Vireo Growth. As consideration for the early termination, Vireo Growth forfeited and returned for cancellation 4,500,000 of the 8,500,000 share purchase warrants in Grown Rogue International Inc. that are held by Vireo Growth at a CAD$0.225 strike price. Additionally, Vireo Growth was required to pay the Company a termination fee of $800,000 in cash. Vireo has the option of deferring the cash payment by making 4 quarterly payments of $250,000. Grown Rogue also received its full consulting fee for the work performed in Q3 2024 and retained its 10,000,000 warrants in Vireo Growth Inc. On October 18, 2024, the Company received the termination fee of $800,000 in cash in accordance with the Consulting Agreement.

The Company first measured and recognized the fair value of the warrants using a Black-Scholes option pricing model as of the warrants’ deemed issuance date, which was the effective date of the Consulting Agreement (May 24, 2023). The Company and Vireo Growth issued and exchanged the warrants on October 5, 2023, at which time the carrying value of the warrants ($1,232,253) issued and received was recorded to equity and Warrants Asset, respectively.

The Warrants Asset is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the Warrants Asset at March 31, 2025, was estimated to be $3,683,302 (December 31, 2024 - $4,855,795), using the following assumptions:

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

The following table summarizes the stock option movements for the three months ended March 31, 2025, and the year ended December 31, 2024:

During the three months ended March 31, 2025, 2,030,000 options were granted to employees and service providers.

The fair value of the options granted during the three months ended March 31, 2025, was approximately $823,596 (CAD$1,182,124 which was estimated at the grant dates based on the Black-Scholes option pricing model, using the following assumptions:

The vesting terms of options granted during the three months ended March 31, 2025, are set out in the table below:

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

The fair value of the options granted during the year ended December 31, 2024, was approximately $2,511,355 (CAD$3,609,144), which was estimated at the grant dates based on the Black-Scholes option pricing model, using the following assumptions:

The vesting terms of options granted during the year ended December 31, 2024, are set out in the table below:

As at March 31, 2025, the following stock options were issued and outstanding:

Grown Rogue International Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2025

Expressed in United States Dollars, unless otherwise indicated

As at December 31, 2024, the following stock options were issued and outstanding:

The following table summarizes the restricted stock units movements for the three months ended March 31, 2025, and the year ended December 31, 2024: