Decibel Announces First Closing of Private Placement

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CALGARY, AB , Nov. 4, 2024 /CNW/ - Decibel Cannabis Company Inc. (the " Company " or " Decibel ") (TSXV: DB) (OTCQB: DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce that it has completed a first closing under its previously announced ( October 30, 2024 ) non-brokered private placement of up to 58,333,333 common shares in the capital of the Company (" Common Shares ") for gross proceeds of up to $3,500,000 , at a price of $0.06 per Common Share (the " Offering ").

Under the first closing of the Offering, Decibel issued 33,503,864 Common Shares for gross proceeds of approximately $2,010,232 .  No finders' fees were paid in connection with the first closing of the Offering.

"The initial tranche of the private placement was closed to provide insiders with an opportunity to participate. Over 75% of this first tranche subscribers were insiders, employees and consultants which emphasizes management's dedication and commitment to growing Decibel together.  There is more than sufficient remaining interest to complete the private placement and cap the funding at our target" said Benjamin Sze CEO.

The proceeds of the Offering will be used by the Company for general working capital purposes and to assist with the integration of AgMedica BioScience Inc. and its business, which was acquired on October 28, 2024 , into the Company's overall business. 

The Offering is subject to the receipt of all regulatory approvals including the final approval of the TSX Venture Exchange (" TSXV "). The Common Shares issued pursuant to the Offering are subject to a hold period expiring four months and one day from the date of issuance, other than with respect to Common Shares issued to certain employees of the Company. The Company expects to complete an additional closing or closings on or prior to November 30, 2024 .

Certain directors and officers of the Company subscribed for an aggregate of 18,626,728 Common Shares in the first closing of the Offering, representing approximately 55.60% of the number of Common Shares sold in the first closing. The insiders' participation in the Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities anticipated to be acquired by insiders, nor the consideration for the securities paid by such insiders, exceed 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected date of the first closing under the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to completion of the first closing and the Company wished to close on an expedited basis for business reasons.

The securities offered have not been, and will not be, registered under the United StatesSecurities Act of 1933 , as amended (the " U.S. Securities Act "), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws.  This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Decibel

Decibel is a consumer-focused cannabis company focused on delivering products that delight customers through a commitment to robust innovation and product quality. Leading brands General Admission, Qwest and Vox are among its portfolio sold both across Canada and beginning to extend towards new countries to create a global footprint. Decibel operates a processing and manufacturing facility in Calgary, Alberta and two cultivation facilities in Creston, British Columbia and Battleford, Saskatchewan .

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statements

Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

In this news release, forward-looking statements relate to, among other things, the timing and completion of one or more additional closings under the Offering, receipt of all regulatory approvals, including the final approval of the TSXV, in connection therewith, the anticipated use of proceeds from the Offering; the potential upsizing of the Offering; and Decibel's ability to delight customers through a commitment to robust innovation and product quality. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the Company's ability to complete one or more additional closings under the Offering on the terms described herein or at all or to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; and the delay or failure to receive regulatory or other approvals, including the final approval of the TSXV, for the Offering.  The intended use of the proceeds of the Offering by the Company might change if the board of directors of the Company determines that it would be in the best interests of Decibel.  Many of these risks and uncertainties and additional risk factors generally applicable to the Company are described in the Company's management's discussion and analysis for the three and six months ended June 30, 2024 and 2023, which are available under the Company's profile at www.sedarplus.ca .

Readers are cautioned that the foregoing list of assumptions and risk factors is not exhaustive. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date hereof and Decibel does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events, developments or otherwise unless so required by applicable securities laws.

SOURCE Decibel Cannabis Company Inc.