SCHEDULE: Major Shareholder Bengal Catalyst Fund Adjusts Grown Rogue International Stake, Principal Joshua Rosen Appointed Chief Strategic Officer

Bengal Catalyst Fund, LP, a significant shareholder in Grown Rogue International, Inc., has adjusted its holdings while its managing partner, Joshua Rosen, assumes the role of Chief Strategic Officer, signaling a more active strategic involvement.

Summary

• Bengal Catalyst Fund, LP, Bengal Impact Partners, LLC, Bengal Catalyst Fund GP, LLC, Joshua Rosen, and Sanjay Tolia are filing a Schedule 13D regarding their beneficial ownership in Grown Rogue International, Inc.'s Common Stock.
• Between January 26, 2022, and October 13, 2022, Bengal Catalyst Fund, LP made open market purchases of 24,365,000 shares of Common Stock.
• From May 30, 2024, to September 18, 2024, the Fund sold 2,944,900 shares of Common Stock through open market sales at a weighted average price of CAD$0.89 per share, with prices ranging from CAD$0.79 to CAD$1.05.
• As of the filing date, Bengal Catalyst Fund, LP beneficially owns 21,420,100 shares, representing 9.6% of Grown Rogue International, Inc.'s Common Stock.
• Joshua Rosen was appointed Chief Strategic Officer of Grown Rogue International, Inc. on February 3, 2025, under a consulting agreement.
• As part of his consulting agreement, Mr. Rosen receives US$15,000 per month and was granted a total of 2,000,000 options to purchase Common Stock at a strike price of CAD$0.87 per share, with varying vesting schedules.
• As of the filing date, 166,668 of Mr. Rosen's options have vested.
• Joshua Rosen beneficially owns an aggregate of 21,586,768 shares, representing 9.7% of the Common Stock, which includes his vested options and shared ownership through the Fund.
• Sanjay Tolia beneficially owns 21,420,100 shares, representing 11.8% of the Common Stock.

Sentiment

Score: 7

Explanation: While there was a reduction in the fund's stake, the simultaneous appointment of Joshua Rosen, a key figure from the fund, as Chief Strategic Officer, and his significant option grants, suggests a deeper, more active strategic involvement aimed at improving the company's future. This indicates a positive long-term outlook from a major shareholder, despite some recent share sales.

Positives

• The appointment of Joshua Rosen, a managing partner of a significant investment fund (Bengal Catalyst Fund, LP), as Chief Strategic Officer brings a key shareholder's perspective and expertise directly into the company's strategic leadership.
• Mr. Rosen's role is focused on supporting capital allocation, business development, and communication strategy, which could enhance the company's operational efficiency and growth prospects.
• The granting of 2,000,000 stock options to Mr. Rosen aligns his personal financial incentives with the long-term value creation for Grown Rogue International, Inc. shareholders.

Negatives

• Bengal Catalyst Fund, LP made open market sales of 2,944,900 shares of Common Stock between May 30, 2024, and September 18, 2024, which represents a reduction in their overall stake in the company.

Future Outlook

The Reporting Persons may acquire or dispose of additional securities of Grown Rogue International, Inc. in the future, including through open-market purchases, privately negotiated transactions, or future equity compensation awards for Mr. Rosen. As Chief Strategic Officer, Mr. Rosen will engage in ongoing discussions with management and the board regarding the company's business, operations, strategy, plans, and prospects. The Reporting Persons may also discuss or take actions concerning new market entry, business development, extraordinary corporate transactions (such as mergers and acquisitions), stock repurchases, refinancing, and strategic investments into complementary assets.

Management Comments

• "Mr. Rosen entered into a consulting agreement with the Company to serve as the Company's Chief Strategic Officer on February 3, 2025."
• "In the capacity as the Company's Chief Strategic Officer, Mr. Rosen will have on-going discussions with management and the Company's board of directors about the Company's business, operations, strategy, plans, and prospects."
• "The Reporting Persons may engage in discussions with management, the Company's board of directors, stockholders or other securityholders of the Company and other relevant parties or take other actions concerning new market entry and business development, extraordinary corporate transactions (including, but not limited to, mergers and acquisitions), stock repurchases, refinancing and/or entry into additional debt facilities, and strategic investments into complementary assets in the markets in which the Company operates."

Industry Context

Grown Rogue International, Inc. operates within the cannabis industry. The appointment of a Chief Strategic Officer from a significant investment fund suggests a heightened focus on strategic growth, capital allocation, and potential mergers and acquisitions, which are common themes in the evolving and consolidating cannabis sector. The sales by the fund could reflect portfolio rebalancing or a strategic shift in investment within the sector.

Comparison to Industry Standards

• This document is a Schedule 13D filing, which primarily discloses beneficial ownership and changes in investment intent, rather than financial or operational performance. Therefore, direct comparisons to industry-specific financial benchmarks or competitor performance metrics are not applicable based on the content provided.

Management Changes

Related Party Transactions

• Joshua Rosen, a managing partner of Bengal Impact Partners, LLC and Bengal Catalyst Fund GP, LLC (both Reporting Persons), entered into a consulting agreement with Grown Rogue International, Inc. to serve as Chief Strategic Officer.
• As part of this consulting agreement, Mr. Rosen is compensated US$15,000 per month and was granted 2,000,000 stock options to purchase Common Stock.

Stakeholder Impact

• Shareholders: The reduction in Bengal Catalyst Fund's stake might be viewed with caution, but the appointment of Joshua Rosen as CSO, a representative of a major shareholder, could signal a more focused strategic direction and potential for value creation. His option grants align his interests with shareholders.
• Management/Employees: Mr. Rosen's appointment as CSO could lead to shifts in strategic priorities and operational focus within the company.
• Creditors: Potential discussions regarding refinancing or additional debt facilities could impact the company's debt structure and, consequently, creditors.

Next Steps

• Joshua Rosen will have ongoing discussions with Grown Rogue International, Inc. management and board regarding the company's business, operations, strategy, plans, and prospects.
• The Reporting Persons may engage in discussions or take actions concerning new market entry, business development, extraordinary corporate transactions (e.g., mergers and acquisitions), stock repurchases, refinancing, and strategic investments.
• The Reporting Persons may acquire additional securities or dispose of existing holdings in the future, including through open-market purchases or privately negotiated transactions.
• Mr. Rosen may receive future equity compensation awards as an executive of the Company.

Key Dates

Recommendation

Keywords

Grown Rogue International, SEC filing, Schedule 13D, Bengal Catalyst Fund, Joshua Rosen, Chief Strategic Officer, stock options, beneficial ownership, strategic investment, shareholder activity, corporate governance