Grown Rogue International Inc.

Overview

• Canadian corporation, formed in 1978. After a 2018 merger, operates as a seed-to-experience cannabis brand through subsidiaries.
• Primary business: cultivation, manufacture, possession, sale, and distribution of cannabis products in the United States with a focus on premium flower and flower-based products.
• Operates and controls cultivation facilities and related operations across multiple states and is pursuing expansion into additional markets.
• Public status: SV Shares trade on the OTC Venture Market and the Canadian Securities Exchange (CSE). The company converted from IFRS to GAAP for 2024 and 2025 reporting after not meeting certain SEC foreign private issuer criteria.

Key markets and operating segments

Oregon (GR Gardens)

• Four cultivation facilities serving the Oregon recreational market:
  • Outdoor sungrown farms: Foothill and Ross Lane (each ~40,000 sq ft flowering canopy; total ~80,000 sq ft).
  • Indoor facilities: Rossanley (~17,000 sq ft total; ~5,600 sq ft flowering bench) and Airport (~30,000 sq ft indoor with ~9,152 sq ft flowering bench).
• Land and facilities: Operates on multiple Oregon parcels; material properties include Trail Creek Road (leased and partially owned via GRUP) and other Oregon properties.
• Current constructed capacity: ~20,000 to ~24,000 pounds annually (subject to sungrown seasonality and strain performance).
• Post-harvest: Lars Way facility in Medford used for post-harvest processing; Lars property is leased to GR Gardens.
• Licensing: Holds OLCC licenses (five producer licenses, two wholesalers, two processors) for recreational operations in Oregon.

Michigan (Golden Harvests, LLC)

• Facility: ~80,000 sq ft indoor cultivation with 14,550 sq ft of flowering bench space; fourteen flowering rooms in operation.
• Status: Facility largely developed (approximately 65% constructed; about 50,000 sq ft in operation).
• 2025 production: Approximately 14,000 pounds harvested.
• Products: Bulk flower, packaged flower, and on-site pre-roll manufacturing.
• Licensing: Two medical Class C licenses and four recreational Class C licenses.

New Jersey (ABCO Garden State, LLC)

• Entered New Jersey market with ABCO; commenced sales December 11, 2024. By 2025 monthly sell-through exceeded 500 pounds and later averaged over 600 pounds; branded Yeti product line gaining traction.
• Facility: Grandview Phase II project in Paulsboro; substantial completion targeted for April 15, 2026 (construction contract with Blackwell & Associates).
• Licensing: Licensed cultivation and manufacturing rights under New Jersey Cannabis Regulatory Commission (CRC) oversight.

Illinois (Rogue EBC, LLC; GRMA activity)

• Joint venture formed March 5, 2024 with EBC Ventures; initial ownership 70% GR Unlimited/GRMA and 30% EBC.
• Closing contingent on Illinois Department of Agriculture approval. Agreement reached to acquire EBC’s interest; full control anticipated upon closing.
• SEA Craft, LLC acquisition activity: March 11, 2026, GRMA to acquire 49% of SEA Craft with option for 51%. SEA Craft to lease a 66,000 sq ft facility with potential expansion to 14,000 sq ft of flowering capacity. GRMA to provide startup loans and participate in equity financing.

Minnesota (Fridley facility)

• Location: Fridley, Minnesota (suburban Minneapolis); long-term lease signed December 9, 2025.
• Sublease and management services agreement with Christian Stiers (holder of a Minnesota Cultivator License). Product readiness anticipated for Q1 2027.

Other actions

• Nile of NJ LLC investment (January 16, 2024): investment to develop an adult-use dispensary in West New York, NJ. Nile Notes are convertible to up to 70% of Nile’s equity, subject to CRC approvals.
• Ongoing corporate acquisitions and restructurings, including the 2024 dissolution of Canopy management involvement in some holdings and the 2025 reallocation of Canopy-related interests to GR Unlimited.

Products and branding

• Product mix: Premium cannabis flower (indoor and sungrown) and flower-based products, including pre-rolls and branded offerings such as the Yeti line in New Jersey.
• Genetics: Library of more than 50 unique cultivars with ongoing development of proprietary genetics; emphasis on phenotype selection and testing for product differentiation.
• Packaging and innovation: Nitrogen-sealed glass containers to preserve freshness and terpenes; nitrogen-sealed jars and pre-rolls are on-market in Michigan with plans to expand the approach to other markets and, where permitted, license the technology to third parties.
• Branding and education: Focus on consumer transparency and brand narrative. Active consumer engagement through website, social media, and budtender education days.

Distribution and sales

• Multi-channel distribution:
  • Direct-to-retail delivery via proprietary sales team.
  • Third-party delivery (required in Michigan).
  • Wholesalers with independent distribution channels.
  • Processors using Grown Rogue product inputs (e.g., trim).
• Customer base: Primarily licensed state-registered cannabis retailers and operators in Oregon, Michigan, New Jersey, and pending/regulated markets such as Illinois and Minnesota.
• Market positioning: Market leader in Oregon by LeafLink MarketScape data for flower production and a top-five indoor flower wholesaler in Michigan (2022–2023). Emphasis on high-quality, low-cost production and brand-led consumer education.

Intellectual property

• Trademarks: Grown Rogue trademark registered in the United States (Registration No. 5537240; filed Sept 22, 2017; registered Aug 7, 2018).
• Patents: U.S. Patent No. 10,358,282 (issued July 23, 2019) for nitrogen-sealed glass containers that preserve freshness and terpenes.
• Licensing potential: Interest from third parties to license the nitrogen-seal technology; company considering licensing in markets where permitted.

Licensing and regulatory environment

• Oregon: OLCC licenses for cultivation, processing, and wholesaling.
• Michigan: CRA licenses for cultivation and sale (medical and adult-use).
• New Jersey: CRC regulatory framework; ABCO is licensed to operate in Paulsboro with further approvals required for expansion.
• Illinois: Material acquisitions and joint ventures are subject to Illinois regulatory approvals.
• Minnesota: Regulatory licensing required; participation via sublease and management services with a licensed cultivator.

Facilities and real estate

• Oregon: Four GR Gardens cultivation facilities (Airport, Rossanley, Ross Lane, Foothill) plus Lars post-harvest facility; multiple parcels with a purchase option for Ross Lane.
• Michigan: Golden Harvests facility (~80,000 sq ft; ~50,000 sq ft in operation as reported).
• New Jersey: 66,000 sq ft Paulsboro facility under development (Grandview Phase II) and related lease considerations.
• Illinois: Planned facility via Rogue EBC/SEA Craft arrangement; size and terms depend on regulatory approvals.
• Minnesota: Fridley facility lease (40 77th Ave NE, Fridley, MN) with management services agreement pending regulatory approvals.

Corporate and financial snapshot

• Fiscal year alignment: Board approved change to year-end date December 31, 2025 (from October 31); prior fiscal-year data referenced as 2023/2024 periods.
• Net income (2025): $3,229,957.
• Net loss (2024): $15,979,351.
• Working capital and accumulated deficit:
  • December 31, 2025: working capital $16,590,979; accumulated deficit $41,563,955.
  • December 31, 2024: working capital $6,695,789; accumulated deficit $43,293,760.
• Equity and share-based compensation:
  • Outstanding options: 13,890,000 (weighted average exercise price $0.45 CAD per SV).
  • Outstanding RSUs: 1,496,500 (average exercise price $0.65 CAD per SV).
  • Outstanding warrants: 4,000,000 (weighted average exercise price $0.16 CAD per SV).
  • Exercise prices are denominated in CAD.
• Public company regulatory considerations:
  • SV Shares trade on OTC Venture Market and CSE and are not qualified under U.S. state blue-sky laws.
  • Subject to Sarbanes-Oxley Section 404 internal controls requirements and has previously faced a cease-trade order in Ontario.
  • The company has been subject to SEC enforcement activity seeking to revoke registration of SV Shares.
• Tax considerations: Company recognizes U.S. federal and Canadian tax implications for cannabis operations, including implications of Section 280E of the Internal Revenue Code.

Operational context

• The business operates in a highly regulated environment with licensing, zoning, and local permitting requirements that vary by jurisdiction.
• Production is concentrated in Oregon and Michigan with active expansion into New Jersey, Illinois, Minnesota, and other states.
• Growth strategy includes brand development, consumer education, acquisitions, joint ventures, and selective facility expansion.