EXHIBIT 99.1

GROWN ROGUE INTERNATIONAL INC.

Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2025, and 2024

Expressed in United States Dollars

Table of Contents

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)

Approved on behalf of the Board of Directors:

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 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

Comparative figures have been updated in the unaudited condensed consolidated statements of cash flow.

Supplemental cash flow disclosures (Note 16).

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

These unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, and 2024, 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+).

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 August 11, 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.

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 June 30, 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.

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 June 30, 2025, and the year ended December 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 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:

- Estimated selling price per pound

- Expected yield from the cannabis plants

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

Due to the seasonality of the Company’s sungrown operations, the significant unobservable inputs included below for the Company’s biological assets are summarized separately for indoor and sungrown operations. The Company’s two sungrown farms cultivate once a year commencing in June with harvest in October. Comparative figures for the significant unobservable inputs for the Company’s sungrown biological assets reference June 30, 2024 due to this seasonality.

The significant unobservable inputs for the Company’s indoor biological assets are as follows:

The significant unobservable inputs for the Company’s sungrown biological assets are as follows:

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 six months ended June 30, 2025, cost of goods sold was $6,150,265 (for the six months ended June 30, 2024 - $6,340,207). For the three months ended June 30, 2025, cost of goods sold was $3,226,744 (for the three months ended June 30, 2024 - $3,567,522).

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 $455,201. During the second quarter of 2025, Canopy was dissolved due to regulatory milestones being achieved related to the cannabis license used in Golden Harvests’ operations.

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 $1,900,000. 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.

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, which was exercised 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 are accounted for under the equity method, which reflects the allocable portion of the investee’s profits and losses.

Transactions related to the Company’s notes receivable for the six months ended June 30, 2025, and the 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; accordingly, the original instrument was derecognized and a new debt instrument was recognized.

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 full 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. As indicated by management’s forecasts, ABCO commenced making payments during the second quarter of 2025 in the amount of $200,000.

As at June 30, 2025, the outstanding balance of the debt instrument was $3,666,666 (December 31, 2024 - $3,055,175), and the accrued interest was $804,551 (December 31, 2024 - $581,972).

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 case interest shall accrue at a rate of 22% on the outstanding balance commencing on the maturity date and ending on the extended maturity date.

Effective June 4, 2025, the extended maturity date was triggered such that interest shall accrue at a rate of 22% on the outstanding principal balance and accrued interest commencing on the maturity date (June 3, 2025) and ending on the extended maturity date (June 3, 2026). As a result, accrued interest in the amount of $71,866 was reclassified as principal and subject to interest accruing at the increased rate of 22% as of June 4, 2025.

As at June 30, 2025, ABCO was not in default of paying this note, and the outstanding balance of the promissory note was $471,866 (December 31, 2024 - $400,000) and the accrued interest was $5,326 (December 31, 2024 - $41,508).

On June 24, 2024, GR Unlimited executed a promissory note and advanced the full principal balance of $3,000,000 as of December 2024. 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 June 30, 2025, the outstanding balance of the promissory note was $3,000,000 (December 31 - $3,000,000) and the accrued interest was $269,354 (December 31, 2024 - $110,980).

As at June 30, 2025, ABCO was not in default of paying this note. Subsequent to the date of these unaudited condensed consolidated financial statements, ABCO defaulted on paying this note on July 11, 2025. Under the promissory note agreement, additional interest of 5% shall accrue in the event of a default. Payments on the note were behind schedule due to the delay in commencing operations in New Jersey, in addition to lower-than-expected sales growth. Upon the occurrence and continuation of an event of default, the Company has the option to convert unpaid tranches under the promissory note into equity of ABCO. Based on management forecasts of ABCO’s ability to generate positive cash flows into the future, the Company expects ABCO to commence payments within the next twelve months and has not pursued the remedies available under the promissory note upon the occurrence of an event of default.

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 June 30, 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 $105,145 (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.

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 June 30, 2025, the outstanding balance of the convertible promissory note was $1,150,000 (December 31, 2024 - $1,150,000), and the accrued interest was $153,458 (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 promissory note in the amount of $287,500. West New York concurrently received equity subscriptions of $137,500 in support of this funding.

As at June 30, 2025, the outstanding balance of the promissory note was $287,500 (December 31, 2024 - $287,500), and the accrued interest was $19,328 (December 31, 2024 - $4,872).

The following is a continuity schedule of lease liabilities.

Set out below are undiscounted minimum future lease payments after June 30, 2025:

For the six months ended June 30, 2025, amortization capitalized into biological assets and inventory was $1,095,875 (for the six months ended June 30, 2024 - $956,287) and expensed amortization was $233,294 (for the six months ended June 30, 2024 - $466,345). For the six months ended June 30, 2025, amortization included in the cost of goods sold was $964,605 (for the six months ended June 30, 2024 - $1,004,759)

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.

Transactions related to the Company’s long-term debt for the six months ended June 30, 2025, and the year ended December 31, 2024, include the following:

^*** Long-term debt is net of unamortized financing costs of $246,913, of which $65,843, and 181,069 are included in

current and non-current portions, respectively.

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 six months ended June 30, 2025 and 2024, the Company made principal and interest payments of $43,750 and $295,833, respectively. The note was fully settled during the six months ended June 30, 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 six months ended June 30, 2025, and 2024, the Company made principal and interest payments of $45,943 and $306,685 respectively. The note was fully settled during the six months ended June 30, 2025.

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 for the purchase of Ross Lane, an Oregon property used for one of the Company’s sungrown farms that includes 35 acres, 3 tax lots and an additional OLCC producer license. 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 six months ended June 30, 2025 and, 2024, the Company made principal and interest payments of $180,374 and $60,255, respectively. As at June 30, 2025, the Company was compliant 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 $263,374 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 owed 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.

¹ “Fixed Charge Coverage Ratio” means the ratio of (a) (i) EBITDA, minus (ii) cash taxes, minus (iii) Restricted Payments, minus (iv) maintenance capital expenditures, plus (v) operating lease expense to (b) the sum of (i) current maturities of principal of long term debt (including current maturities of capital leases), plus (ii) interest expense, plus (iii) operating lease expense, all determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied with those of the preceding fiscal year of the Company.

² “Leverage Ratio” means the ratio of (a) the sum of funded debt plus income taxes payable as of the last day of any fiscal quarter (b) for the period of four fiscal quarters ending on such date, (i) EBITDA, minus (ii) restricted payments, all determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied with those of the preceding fiscal year of the Company.

On March 27, 2025, there was the First Amendment to the credit agreement which changed the commencement date of repayment from April 1, 2025 to May 1, 2025.

On April 30, 2025, the Second Amendment to the credit agreement was executed. The Second Amendment adds an additional debt covenant where for so long as any obligation remains unpaid or any advances are available to the borrower, the Company shall not, without the lender’s prior written, permit the “Current Ratio” to be less than 1.5 to 1.0 as of the last day of any fiscal quarter, commencing June 30, 2025. Additionally, pursuant to the Second Amendment, the Company is no longer required to maintain an aggregate balance of the Company’s deposit accounts with WAB as of the last day of any month to be at least (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. Instead, the Company shall not permit the aggregate balance of the Company’s deposit accounts with WAB to be less than $2,000,000 as of the last day of any month pursuant to the Second Amendment.

During the six months ended June 30, 2025, the $3,300,000 of the credit facility proceeds that were classified as restricted cash were released from escrows upon the remaining convertible debentures being converted in April 2025. See note 11.2.

During the six months ended June 30, 2025, the Company made principal and interest payments of $287,506 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 June 30, 2025, $246,913 of deferred financing costs remain unamortized. The Company was compliant with the debt covenants under the agreements for this credit facility.

On May 14, 2025, the Company executed an interest rate swap transaction with WAB. The Company will bear interest of 8.07% per annum whereas WAB bears 4.32520% plus 400 bps interest per annum. The interest rate swap gives rise to a derivative liability, which was initially recorded at $92,124.

The derivative liability was remeasured at June 30, 2025, and was estimated to be $119,778 as reported in the consolidated statements of financial position as Derivative liability.

Transactions relating to the Company’s convertible debentures for the six months ended June 30, 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.

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.

During the six months ended June 30, 2025, the remaining purchasers of the July Convertible Debentures converted an aggregate total of convertible debenture principal of $4,050,000 at CAD$0.24 per share into 24,065,125 subordinate voting shares which settled the outstanding principal balance for the July Convertible Debentures.

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.

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.

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 June 30, 2025, total SV Shares outstanding were 249,502,938, and total MV Shares outstanding were nil since all MV Shares were previously converted into SV Shares.

During the six months ended June 30, 2025, the following share transactions occurred:

The Company issued 24,065,125 subordinate voting shares with an aggregate fair value of $8,704,457, as holders opted to convert their convertible debentures.

The Company issued 2,700,000 subordinate voting shares with an aggregate fair value of $635,344, as holders opted to convert their options.

On January 1, 2025, the Company issued 291,700 subordinate voting shares with an aggregate fair value of $182,171, as holders opted to convert their restricted stock units.

During June 2025, restricted stock units of 78,125 were fully vested. The holder is yet to exercise into subordinate voting shares. These had an aggregate fair value of $51,382.

During the six months ended June 30, 2024, the following share transactions occurred:

The Company issued 1,933,750 common shares with an aggregate fair value of $323,756, as holders opted to convert their options.

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.

The Company issued 5,388,062 common shares with an aggregate fair value of $3,640,720, as holders opted to convert their convertible debentures.

The Company issued 5,682,083 common shares with an aggregate fair value of $3,859,824, as holders opted to convert their convertible debentures.

During the six months ended June 30, 2024, the Company issued 23,270,249 common shares for total proceeds of $4,657,460 gross of issuance costs of $126,914.

The Company issued 6,716,499 common shares for total proceeds of $1,239,446 relating to the December Convertible Debentures which had a warrant strike price of CAD$ 0.25 per share.

The Company issued 13,737,500 common shares for total proceeds of $2,836,445 relating to the July Convertible Debentures which had a warrant strike price of CAD$ 0.28 per share.

The Company also issued 2,816,250 common shares for total proceeds of $581,569 relating to the August Convertible Debentures which had a warrant strike price of CAD$ 0.28 per share

On June 24, 2024, the Company completed a reorganization of its share capital as approved by the shareholders of the Company at its annual and special meeting. Pursuant to the share reorganization, the Company amended its articles to redesignate its existing class of common shares without par value in the capital of the Company as SV Shares and created a new class of unlisted MV Shares. The SV Shares can be converted into MV Shares at a conversion ratio of 1,000:1, and the MV Shares carry 1,000 votes per share.

The following table summarizes the warrant activities for the six months ended June 30, 2025, and the year ended December 31, 2024:

As at June 30, 2025, the following warrants were issued and outstanding:

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

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% 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 warrant ($1,232,253) was recorded in 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 June 30, 2025, was estimated to be $3,515,141 (December 31, 2024 - $4,855,795), using the following assumptions:

The following table summarizes the stock option movements for the six months ended June 30, 2025, and the year ended December 31, 2024:

During the six months ended June 30, 2025, 2,030,000 options were granted to employees and service providers.

The fair value of the options granted during the six months ended June 30, 2025, was approximately $865,898 (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 six months ended June 30, 2025, are set out in the table below:

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 June 30, 2025, the following stock options were issued and outstanding:

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

The following table summarizes the restricted stock units movements for the six months ended June 30, 2025, and the year ended December 31, 2024:

During the six months ended June 30, 2025, 1,234,375 restricted stock units were granted to employees and service providers (for the year ended December 31, 2024 - 725,700 restricted stock units).

The fair value of the restricted stock units granted during the six months ended June 30, 2025 and the year ended December 31, 2024, was approximately $822,796 (CAD$1,123,281) and $445,971 (CAD$624,051), respectively.

The vesting terms of the restricted stock units granted during the six months ended June 30, 2025, are set out in the table below:

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

As at June 30, 2025, the following restricted stock units were issued and outstanding:

Restricted stock units of 78,125 are exercisable into subordinate voting shares as at June 30, 2025.

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

The changes to the Company's non-cash working capital for the six months ended June 30, 2025, and June 30, 2024, are as follows:

During the six months ended June 30, 2025, and 2024, the Company incurred the following related party transactions.

Through its wholly owned subsidiary, GRU Properties, the Company leases an outdoor grow property located in Trail, Oregon (“Trail”), owned by the Company's President and CEO. The lease was extended during the year ended October 31, 2021, with a term through December 31, 2025. Lease charges of $36,000 were incurred for the six months ended June 30, 2025 (for the six months ended June 30, 2024 - $36,000). The lease liability for Trail at June 30, 2025, was $34,925 (December 31, 2024 - $68,074).

During the year ended October 31, 2021, the Company leased an outdoor post-harvest facility located in Medford, Oregon (“Lars”), a facility which is beneficially owned by the CEO, with a term through June 30, 2026. Lease charges for Lars of $101,296 were incurred for the six months ended June 30, 2025 (for the six months ended June 30, 2024 - $98,345). At June 30, 2025, the lease liability for Lars was $195,289 (December 31, 2024 - $284,728).

Leases liabilities payable to the CEO were $230,214 in aggregate at June 30, 2025 (December 31, 2024 - $352,802), which are included in the lease liabilities balance of the Company as per Note 7.

During the year ended October 31, 2023, the Company, through GR Unlimited, acquired 87% of the membership units of Canopy from the CEO. All payments necessary for GR Unlimited to exercise its option to acquire 87% of Canopy were equal to payments made by Canopy to purchase a controlling 60% interest of Golden Harvests for aggregate consideration of $1,007,719 comprised of 1,025,000 subordinate voting shares of the Company with a fair value of $158,181 and cash payments of $849,536. Following GR Unlimited’s acquisition of 87% of the membership units of Canopy in January of 2023, Canopy became owned 87% by GR Unlimited; 7.5% by officers and directors; and 5.5% by the CEO. (Also see Note 23.1).

During April 2024, the Company, through GR Unlimited, acquired the remaining 13% of the membership units in Canopy. As part of this transaction, the Company purchased the CEO’s 5.5% membership interest in Canopy. The consideration due to the CEO is comprised of an upfront cash payment of $66,000 and deferred cash payments of $264,000. This balance is included in business acquisition payable (also see Note 5.1).

During the six months ended June 30, 2025, the Company incurred expenses of $49,998 for salary paid to the spouse of the CEO (for the six months ended June 30, 2024 - $50,000). At June 30, 2025, accounts and accrued liabilities payable to this individual were $3,846 (December 31, 2024 - $3,846).

During the six months ended June 30, 2025, the Company issued 15,000 restricted stock units to the spouse of the CEO. During the year ended December 31, 2024, the spouse of the CEO exercised 500,000 stock options into subordinate voting shares. During the year ended December 31, 2024, the Company also issued 300,000 stock options.

During the six months ended June 30, 2025, share based compensation expense for the spouse of the CEO was $24,280 (for the six months ended June 30, 2024 - $nil).

Through its subsidiary, Golden Harvests, the Company leased Morton, owned by the Company’s VP of Operations, that is located in Michigan (“Morton”), with a lease term through December 2029. Lease charges of $126,000 were incurred during the six months ended June 30, 2025 (for the six months ended June 30, 2024 - $108,000). At June 30, 2025, the lease liability of Morton was $1,117,516 (December 31, 2024 - $1,199,697). This lease balance is included in the lease liabilities balance of the Company as per Note 7.

Through its subsidiary, Golden Harvests, the Company also leased Morton annex located in Michigan, which is owned by the Company’s VP of Operations. The lease term was extended during the two months ended December 31, 2023, through November 2024. Lease charges of $nil were incurred during the six months ended June 30, 2025 (for the six months ended June 30, 2024 - $250,000). At June 30, 2025, the lease liability of Morton Annex was $nil (December 31, 2024 - $nil).

The Company, through its subsidiary Golden Harvests, also leased lights for Michigan, which is owned by the Company’s VP of Operations. The lease has a term of two years with monthly installments of $6,250 which commenced on June 1, 2025 and will continue until its maturity date of May 1, 2027. During the six months ended June 30, 2025, lease payments of $6,250 (for the six months ended June 30, 2024 - $nil) were made.

During April 2024, the Company, through Canopy, acquired an additional 20% of the membership units in Golden Harvest from the VP of Operations for aggregate consideration of $2,342,207, which is included in the business acquisition payable balance of the Company as per Note 5, comprised of deferred cash payments of $2,000,000 plus true-up amounts. Distributions of $70,000 and true-up payments of $68,250 were paid to the VP of Operations during the six months ended June 30, 2025 (for the six months ended June 30, 2024 - distributions of $120,000 were paid).

The Company’s VP of Operations is also an equity investor in West NY and made contributions to equity in West NY of $650,000 during the year ended December 31, 2024.

Key management personnel consist of the President and CEO, the Chief Financial Officer (“CFO”), and the VP of Operations. The compensation to key management is presented in the following table: