Ms. Amanda Hutcheson of Goodness Growth reports

GOODNESS GROWTH HOLDINGS AND GROWN ROGUE INTERNATIONAL ANNOUNCE THE COMPLETED ISSUANCE OF WARRANTS

Goodness Growth Holdings Inc. and Grown Rogue International Inc. have completed the issuance of warrants to purchase listed shares as previously announced on May 25, 2023.

In May, the companies announced their intention to issue warrants (as described herein) at the same time the companies announced a strategic agreement, whereby Grown Rogue supports Goodness 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 in Minnesota and Maryland. The issuance of those warrants has now been completed.

On Oct. 5, 2023, Goodness Growth issued 10 million warrants to purchase subordinate voting shares of Goodness Growth to Grown Rogue, with a strike price equal to 31.7 cents (23.3 U.S. cents), which represented a 25.0-per-cent premium to the 10-day volume-weighted average price (VWAP) of Goodness Growth's subordinate voting shares on the trading day immediately prior to the effective date of the agreement. Similarly, Grown Rogue issued 8.5 million warrants to purchase shares of Grown Rogue to Goodness Growth, with a strike price equal to 22.5 cents (16.6 U.S. cents), which represented a 25.0-per-cent premium to the 10-day VWAP of Grown Rogue's subordinate voting shares on the trading day immediately prior to the effective date of the agreement. The warrants exchanged in the agreement were issued with five-year terms to exercise (provided that the Grown Rogue warrants may terminate earlier on an insolvency event relating to Goodness Growth), may not be registered with the United States Securities and Exchange Commission or qualified by any Canadian provincial securities commission, and are not assignable except as set forth in the warrant certificates, as more particularly described in the May 25, 2023, announcement.

The aforementioned warrants and shares underlying such warrants are subject to a four-month-and-one-day hold period from the date of issuance under applicable Canadian securities laws.

About Goodness Growth Holdings Inc.

Goodness Growth Holdings is a cannabis company the mission of which is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. The company is evolving with the industry and is in the midst of a transformation to being significantly more customer-centric across its operations, which include cultivation, manufacturing, wholesale and retail business lines. Today, the company is licensed to grow, process and/or distribute cannabis in four markets, and operates 14 dispensaries in three states.

About Grown Rogue International Inc.

Grown Rogue International is a craft cannabis company focused on delighting customers with premium flower and flower-derived products at fair prices. The company's roots are in southern Oregon, where it has demonstrated its capabilities in the highly competitive and discerning Oregon market, and, more recently, successfully expanded its platform to Michigan. The company combines its passion for product and value with a disciplined approach to growth, prioritizing profitability and return on capital. Its strategy is to pursue capital-efficient methods to expand into new markets, bringing craft quality and value to more consumers. The company also continues to make modest investments to improve its outdoor craft cultivation capabilities in preparation for eventual interstate commerce.

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