Grown Rogue Closes Second and Final Tranche of Convertible Debenture Financing For Total Proceeds of US$6,000,000

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/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S./MEDFORD, Ore., Aug. 17, 2023 /CNW/ - Grown Rogue International Inc. ("Grown Rogue" or the "Company") (CSE: GRIN) (OTC: GRUSF), a craft cannabis company operating in Oregon and Michigan, announces that, further to its news releases on July 4, 2023 and July 13, 2023, it has closed the second and final tranche of a non-brokered private placement of unsecured convertible debentures (each, a "Debenture") for gross proceeds of US$1,000,000, for a total aggregate principal amount under both tranches (the "Principal Amount") of US$6,000,000 (the "Offering"). Additionally, on closing, the Company issued to subscribers under the second tranche of the Offering (each a "Debentureholder") an aggregate of 2,816,250 common share purchase warrants (the "Warrants"), representing one-half of one warrant for each C$0.24 of Principal Amount subscribed.The Debentures will mature four years from the Closing Date (the "Maturity Date"), bear interest at a rate equal to 9% per annum, payable in United States currency on the last business day of the month following the end of each calendar quarter and are convertible as set forth below into common shares of the Company (each, a "Share"). "We are excited to close the final tranche of the convertible financing, strengthening our balance sheet as we continue to look at opportunities in new markets," continued Mr. Strickler.Debentureholders will be entitled, at their option, to convert, at any time on or prior to the Maturity Date, the outstanding Principal Amount and accrued interest into Shares at a price per Share equal to C$0.24. Our mission is to bring low cost, high quality, craft cannabis from the amazing terroir and legacy of Oregons Rogue Valley to consumers nationwide.This press release contains statements which constitute "forwardlooking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Among the key factors that could cause actual results to differ materially from those projected in the forwardlooking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliance with extensive government regulation and related costs, and other risks described in the Companys public disclosure documents filed on www.sedarplus.ca.Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forwardlooking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

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