Grown Rogue Announces Proposed Acquisition of Decibel Farms Inc.

MEDFORD, OR, April 24, 2019 /PRNewswire/ - Grown Rogue International Inc. (CSE:GRIN | OTC: NVSIF) ("Grown Rogue" or the "Company"), a vertically-integrated, multi-state cannabis company, and Decibel Farms, Inc. ("Decibel"), a fully organic and sustainable producer and processor of fine cannabis products in southern Oregon, have executed a binding letter of intent (the "LOI") which sets out the general terms and conditions pursuant to which Grown Rogue will acquire the assets, including real estate, intellectual property and other assets of Decibel for aggregate consideration of USD$3,000,000, subject to adjustment as described below (the "Transaction")." data-reactid="11">MEDFORD, OR, April 24, 2019 /PRNewswire/PRESS RELEASE - Grown Rogue International Inc., a vertically-integrated, multi-state cannabis company, and Decibel Farms, Inc., a fully organic and sustainable producer and processor of fine cannabis products in southern Oregon, have executed a binding letter of intent, which sets out the general terms and conditions pursuant to which Grown Rogue will acquire the assets, including real estate, intellectual property and other assets of Decibel for aggregate consideration of USD$3,000,000, subject to adjustment as described below.

Southern Oregon with a 2,500 square foot processing center in Medford, Oregon. Decibel owners Shawn Bishop and Buddy Wilson are veterans of cannabis cultivation. Over the past 3 years, Decibel has built a truly sustainable cultivation facility that utilizes biological cultivation practices and has garnered several prestigious quality awards including:" data-reactid="12">Decibel is a family owned and operated, 5-acre sungrown and greenhouse farm located in the Applegate Valley in the heart of Southern Oregon with a 2,500 square foot processing center in Medford, Oregon. Decibel owners Shawn Bishop and Buddy Wilsonare veterans of cannabis cultivation. Over the past 3 years, Decibel has built a truly sustainable cultivation facility that utilizes biological cultivation practices and has garnered several prestigious quality awards including:

• 1st place sungrown flower Oregon Growers Cup 2017
• 2nd place Infused Pre-roll Dope Cup 2018
• 3rd Place Sungrown Flower 2018 Oregon Growers Cup
• 2nd Place Solventless Extract 2018 Oregon Growers Cup

In addition to award winning flower, Decibel also distributes award winning infused pre-rolls called "Decibel Louds" and award winning solventless extracts called "Decibel Dabs". All Decibel products are inline with the company's primary ethos of clean and responsible cannabis which is in alignment with Grown Rogue's high standards for sustainable cultivation and environmentally responsible packaging.

Obie Strickler, CEO of Grown Rogue, explained the value of the acquisition stating, "Grown Rogue is continuing to see significant month over month sales growth, such that demand for our award winning products is surpassing our current capacity to deliver in Oregon. This acquisition addresses this demand by immediately adding Decibel's inventory valued at more than US$1 million wholesale to Grown Rogue's supply. The acquisition also adds another well respected brand into the Grown Rogue portfolio of brands, enabling us to continue growing our market share. Decibel will expedite our ability to ramp up product supply by adding Decibel's 40,000 sq ft cultivation and manufacturing capacity, as well as a very experienced management to the Grown Rogue leadership team."" data-reactid="20">Obie Strickler, CEO of Grown Rogue, explained the value of the acquisition stating, "Grown Rogue is continuing to see significant month over month sales growth, such that demand for our award winning products is surpassing our current capacity to deliver in Oregon. This acquisition addresses this demand by immediately adding Decibel's inventory valued at more than US$1 million wholesale to Grown Rogue's supply. The acquisition also adds another well respected brand into the Grown Rogue portfolio of brands, enabling us to continue growing our market share. Decibel will expedite our ability to ramp up product supply by adding Decibel's 40,000 sq ft cultivation and manufacturing capacity, as well as a very experienced management to the Grown Rogue leadership team."

Buddy Wilson will lead Grown Rogue's sales team as Vice President of Sales." data-reactid="21">Upon closing of the Transaction Shawn Bishop will be appointed Vice President of Manufacturing for Grown Rogue and Buddy Wilson will lead Grown Rogue's sales team as Vice President of Sales.

Shawn Bishop, founder and CEO of Decibel.  "We're very excited to be joining such a skillful and like-minded team with the ability to scale our collective efforts into many other states and markets.  The thoughtful approach to strategic expansion demonstrated by Obie and his team inspires great confidence."   " data-reactid="22">"Merging operations with Grown Rogue is an incredible opportunity for both companies," said Shawn Bishop, founder and CEO of Decibel.  "We're very excited to be joining such a skillful and like-minded team with the ability to scale our collective efforts into many other states and markets.  The thoughtful approach to strategic expansion demonstrated by Obie and his team inspires great confidence."   

Mr. Strickler added, "There are very good synergies between our teams.  Together we are much more capable to extend the proven, vertically integrated platform into additional regions."

Terms of the Transaction

Definitive Agreement").  The real estate property of Decibel will be acquired by GRU Properties, LLC, a wholly-owned indirect subsidiary of the Company, pursuant to a customary commercial real estate acquisition agreement." data-reactid="25">The Transaction will be structured as a tax-free merger, pursuant to which Decibel will merge with and into Grown Rogue Gardens, LLC, a wholly-owned indirect subsidiary of the Company pending final due diligence and a definitive merger agreement (the "Definitive Agreement").  The real estate property of Decibel will be acquired by GRU Properties, LLC, a wholly-owned indirect subsidiary of the Company, pursuant to a customary commercial real estate acquisition agreement.

USD$2,000,000 of common shares of the Company, to be issued twelve months from the signing of the Definitive Agreement with respect to the Transaction, with the number of shares to be issued to be determined based on the volume weighted average price of the Company's common shares as reported by the Canadian Securities Exchange (the "CSE") for the ten trading days immediately prior to the date that is twelve months from the closing date, up to a maximum of C$1.25 per share; and (ii) up to an additional USD$1,000,000 of common shares on the same terms based on the completion of certain business and operational milestones achieved by the Company.  The issuance of the Company's common shares under the Transaction is subject to compliance with applicable securities laws and the policies of the CSE." data-reactid="26">The consideration to be paid to the shareholders of Decibel shall consist of: (i) USD$2,000,000 of common shares of the Company, to be issued twelve months from the signing of the Definitive Agreement with respect to the Transaction, with the number of shares to be issued to be determined based on the volume weighted average price of the Company's common shares as reported by the Canadian Securities Exchange (the "CSE") for the ten trading days immediately prior to the date that is twelve months from the closing date, up to a maximum of C$1.25 per share; and (ii) up to an additional USD$1,000,000 of common shares on the same terms based on the completion of certain business and operational milestones achieved by the Company.  The issuance of the Company's common shares under the Transaction is subject to compliance with applicable securities laws and the policies of the CSE.