The sale price of the property will be approximately $2,500,000 with all sale proceeds being used to repay a portion of the Company’s recently announced term debt. In conjunction with sale of the property, the Company is consolidating the Facility’s operations into the Company’s other cultivation site located in Battleford, Saskatchewan. Both the sale and consolidation align with the Company’s continued focus on operational efficiency and long-term profitability.
“This is a proactive step to further optimize our operating footprint and support disciplined, profitable growth,” said Ben Sze, Chief Executive Officer of Decibel. “Our cultivation capacity is well aligned with demand, and this consolidation strengthens our ability to support brand growth in Canada and our global export business. By concentrating production into fewer, higher utilized facilities, we improve efficiency, reduce complexity and strengthen our cost structure. I also want to thank the team in Creston for their contributions and the role they have played in helping build the business.”
The transaction is expected to:
Generate cost savings of $4 million annually due to consolidation;
Have no impact on the Company’s revenue outlook;
Improve production efficiency through higher utilization across remaining assets; and
Strengthen the Company’s balance sheet.
The Transaction remains subject to standard closing conditions and is anticipated to close in the month of April 2026.
About Decibel
Decibel is a consumer-focused cannabis company with a strong foundation in the Canadian adult-use market, built on leading brands including General Admission, Qwest and Standard Issue. The Company focuses on disciplined innovation, consistent product quality and strong brand execution. Alongside its leadership position in Canada, Decibel is a significant and growing participant in international cannabis markets. Decibel operates a processing and manufacturing facility in Calgary, Alberta, a cultivation facility in Battleford, Saskatchewan, and an EU GMP licensed cultivation and processing facility in Chatham, Ontario.
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 release.
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 terms of and anticipated closing of the sale of the Creston property; the Company’s ability to realize operational efficiencies following the sale of the property; and the expectation that the sale will generate cost savings, will have no impact on revenue, improve production efficiency and strengthen the Company’s balance sheet; the Company’s ability to drive disciplined innovation in its core branded product business; and the Company’s ability to expand and diversify its premium product brand portfolio in Canada and globally.
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 ability of the parties to satisfy the conditions to closing of the sale of the Creston property; the ability of the parties to complete the sale on the terms currently contemplated or at all; the inability of the Company to efficiently consolidate operations at its other production facility; risks relating to delays; other regulatory changes and impacts; capital requirements; displacement requirements; unforeseen requirements resulting from global macro-economic events, conditions and factors; the ability to obtain and maintain licenses to retail cannabis products; review of the Company’s production facilities by Health Canada and maintenance of licenses (including any amendments thereto) from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis, international export rules and regulations; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; the satisfaction of conditions precedent under the Company’s credit facilities; and the delay or failure to receive board, regulatory or other approvals, including any approvals of the TSX Venture Exchange, as applicable.
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 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, except as required by law.
These forward-looking statements are made as of the date of this news release and the Company disclaims any intent or obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
CALGARY, ALBERTA – February 10, 2026 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce that it has closed credit facilities totaling $61 million with ATB Financial and ATB Cormark Capital Markets (collectively, “ATB”).
“With our existing term loan coming due in January 2027, we were proactive in securing refinancing that extends our maturities to February 2030, reduces our 2026 payment obligations by $5 million, and provides an upsized revolver that allows us to pursue corporate development initiatives.” said Ben Sze, Chief Executive Officer of Decibel. “We are now free cash flow positive and without any material near-term debt maturities. The Company remains well positioned to continue its leadership in the Canadian ready-to-consume categories and to drive significant international growth and financial performance through our international business with the AgMedica facility. I also want to thank the ATB team for their support of our business and delivering a market leading four-year term on this financing.”
Financing Highlights
$40 million First Lien Term Facility with normal course principal repayments throughout the term, and a bullet repayment at maturity (the “First Lien Term Facility”) which replaces the facility from Servus Credit Union Ltd. (formerly, Connect First Credit Union Ltd.) that was due January 2027.
$10 million Revolving First Lien Credit Facility which allows flexibility and immediate access to capital to pursue corporate development with immediately available funds. On close, $3 million of such facility will be available, and the remainder will become available once certain conditions subsequent have been satisfied (the “Revolving First Lien Credit Facility” and together with the First Lien Term Facility, collectively, the “First Lien Facilities”).
$11 million Second Lien Term Facility which results in no net change to total liabilities, while reducing certain other 2026 payment obligations, enhancing Decibel’s free cash flow generation with normal course principal repayments throughout the term, and a bullet repayment at maturity (the “Second Lien Term Facility” and together with the First Lien Term Facility and the Revolving First Lien Credit Facility, collectively, the “Loan Facilities”).
“We are incredibly excited to partner with ATB to position Decibel for continued growth of the business domestically and abroad while strengthening our balance sheet”, said Stuart Boucher, Chief Financial Officer of Decibel. “Our strengthened balance sheet will position the Company to pursue corporate development initiatives. Our return on investment on the AgMedica acquisition exceeds 50% annualized and we believe that the available capital will allow us to pursue further opportunities to develop our business and gain scale to become a leading global cannabis company. Capital remains tight in the industry and with this new financing we will be able to pursue opportunities that drive value for the business while still maintaining a debt to EBITDA ratio of less than 2.0x.”
The Loan Facilities bear interest at ATB’s referenced benchmark rates plus a spread determined by funded debt to trailing twelve month adjusted EBITDA. The Loan Facilities are subject to normal course funded debt, fixed charge and minimum cash covenants.
The First Lien Facilities are secured by a first-priority security interest over all the assets of Decibel, as borrower, and certain of its material subsidiaries, as guarantors.The Second Lien Term Facility is secured by a second-priority security interest over all the assets of Decibel, as borrower, and certain of its material subsidiaries, as guarantors. Each of Loan Facilities includes customary positive and negative covenants and events of default for loans of similar type, including financial covenants.
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 Standard Issue 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, two cultivation facilities in Creston, British Columbia and Battleford, Saskatchewan, and an EUGMP licensed cultivation and processing facility in Chatham, Ontario.
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.
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”, “is expected”, “anticipates”, “plans”, “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 anticipated use of funds advanced under the Loan Facilities and statements relating to the anticipated growth of the Company.
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: risks relating to the Company’s business operations, including regulatory changes and impacts; capital requirements; global macro-economic events, conditions and factors; the ability of the Company to obtain and maintain licenses to retail cannabis products; review of the Company’s production facilities by Health Canada and maintenance of licenses (including any amendments thereto) from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis, international export rules and regulations; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; and general business, economic, competitive, political and social uncertainties.
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 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, except as required by law.
These forward-looking statements are made as of the date of this news release and the Company disclaims any intent or obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
CALGARY, ALBERTA – November 19, 2025 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce its unaudited interim financial results for the three and nine month periods ended September 30, 2025.
“Our results this quarter build on the continued momentum in 2025, proving that Decibel’s strategy is working. International demand continues to outpace supply, our partnerships are expanding and our domestic business has never been stronger. With premium products gaining traction globally and our execution capabilities proven, we believe Decibel is only at the beginning of its growth trajectory.” Benjamin Sze – Chief Executive Officer
Third Quarter Highlights
Net Revenue was $32.9 million, a year over year increase of 37%. Net revenue growth in the quarter was primarily a result of contributions from AgMedica Bioscience Inc. (“AgMedica”) which accelerated international sales, coupled with modest net Canadian recreational sales growth. Total sales contributed from AgMedica were $7.8 million, of which the entirety were international sales.
Net Canadian Recreational Sales were $24.5 million, a year over year increase of 3%. The increase in net Canadian recreational sales was driven by successful initiatives including: new marketing campaigns, reinvesting in growing the Qwest brand presence, launching ultra high potency vapes and infused pre-rolls, new large format all-in-one disposable, and milled flower.
International Sales were $8.4 million, a quarter over quarter increase of 37%. The increase in international sales was primarily driven by the contributions from AgMedica. Total international sales contributed from AgMedica were $7.8 million.
Gross Margin Before Fair Value Adjustments was47% in the third quarter of 2025, compared to 53% in the third quarter of 2024. The change is largely attributable to a lower gross margin on international sales, due in part to higher testing costs and product types, which is consistent with expectations.
Adjusted EBITDA(1)of$7.3 million, a year over year increase of 40%. The increase in Adjusted EBITDA for the quarter was primarily driven by international sales and net Canadian recreational sales growth.
Free Cash Flow(1) of $1.5 million, a year over year decrease of $0.3 million. The decrease in Free Cash Flow is primarily attributable to strong growth in net revenue, partially offset by changes in non-cash working capital as the Company positions itself for anticipated growth.
Adjusted Net Income(1)of $3.8 million, a year over year increase of $1.7 million. Adjusted Earnings per Share was $0.01, an improvement of $0.01 year over year.
Notes:
1 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
Summary Highlights
1 Supplementary financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
2 Refer to “Cash Flows” in the MD&A (as defined herein) for further details.
3 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
2025 Updated Guidance
The Company is revising its previously given guidance relating to full year 2025 net revenue and Adjusted EBITDA due to the following factors:
the German Federal Institute for Drugs and Medical Devices (“BfArM”) halting approval of imports of cannabis in October 2025 as the original 122 tonnes limit was exhausted. The BfArM has subsequently raised the cannabis import limit to 192.5 tonnes and begun granting permits at the end of October based on the application queue. The Company is still assessing the overall impacts of this issue, which includes delays to the launch of new Decibel products in the German market as well as new commercial contracts being advanced.
the recent B.C. General Employees’ Union strike, which resulted in the B.C. Liquor Distribution Branch cannabis distribution warehouse refusing deliveries from September 23, 2025, to the end of October when the strike ended. This resulted in retailers having limited availability of cannabis products available for sale, including Decibel products during this period of time.
Structuring of certain contracts reflect a fee per gram structure rather than a full sales price for cannabis products as originally anticipated, thus impacting net revenue and working capital terms, however, this change is not expected to result in a change to gross profit.
Management views these impacts as transitory in nature and/or not disruptive to long term earnings potential. Despite uncertainties relating to working capital which affect the Company’s guidance, the Company anticipates 2025 net revenue of approximately $115 million and Adjusted EBITDA of approximately $24 million, compared to original guidance of $130 million and $25 million, respectively.
Decibel’s unaudited condensed consolidated interim financial statements for the three and nine month periods ending September 30, 2025 (the “Financial Statements”) and related management’s discussion & analysis for the three and nine month periods ending September 30, 2025 (“MD&A”) are available on SEDAR+ under the Company’s profile at www.sedarplus.ca.
The Company will host a live conference call to discuss the results at 10:00 a.m. MST the same day. The conference call can be accessed by dialing 1-800-715-9871 for Canadian participants and 1-(888)-880-3330 for U.S. participants, referencing conference ID 1629404.
Decibel is a consumer-focused cannabis company known for premium products that delight customers through innovation and quality. With brands like General Admission, Qwest, and Vox, Decibel’s offerings are available across Canada, with expanding reach into global markets. Following the acquisition of AgMedica in Q4 2024, Decibel has added an EU-GMP-certified facility, supporting its commitment to international standards and global distribution growth. Decibel now operates three cultivation facilities and a processing and manufacturing center, positioning the company as a leader in high-quality, globally accessible cannabis products and brands.
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
Non-GAAP Financial Measures
This news release contains certain financial performance measures, namely Adjusted EBITDA, Adjusted Net Income and Free Cash Flow, that are not recognized or defined under IFRS (termed “Non-GAAP Measures”). As a result, this data may not be comparable to data presented by other licensed producers and cannabis companies. For an explanation of these measures to related comparable financial information presented in the Financial Statements prepared in accordance with IFRS, refer to the discussion below. The Company believes that these Non-GAAP Measures are useful indicators of operating performance and are specifically used by management to assess the financial and operational performance of the Company. Accordingly, these Non-GAAP Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets, change in fair value of biological assets realized through inventory sold, depreciation and amortization expense, share-based compensation, other income, finance costs, foreign exchange loss, non-cash production costs and severance payments. Non-cash production costs relate to amortization expense allocations included in production costs. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
(thousands of Canadian dollars)
Net loss and comprehensive loss
(1,340)
(585)
(1,595)
(3,796)
Unrealized gain on changes in fair value of biological assets
(4,463)
(1,201)
(14,142)
(9,108)
Change in fair value of biological assets realized through inventory sold
9,560
3,844
22,794
12,090
Depreciation and amortization
1,676
1,219
4,972
3,640
Share-based compensation (recovery)
478
162
832
(631)
Other (income) loss
(357)
(27)
(364)
134
Finance costs
661
728
2,022
2,253
Foreign exchange loss
115
104
263
189
Non-cash cost of goods sold
680
480
1,989
3,032
Other adjustments
258
483
259
4,933
Adjusted EBITDA
7,268
5,207
17,030
12,736
Adjusted Net Income is a non-GAAP financial measure that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets and change in fair value of biological assets realized through inventory sold. Adjusted EPS is a non-GAAP ratio that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets and change in fair value of biological assets realized through inventory sold, divided by the weighted average common shares outstanding.
These measures are intended to provide a proxy for the Company’s net income (loss) and comprehensive income (loss) and are used to compare Decibel to its competitors and derive expectations of future financial performance of the Company and should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Free Cash Flow is a non-GAAP financial measure that is calculated as cash flow from operations less cash provided by (used in) investing activities. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Free Cash Flow is a non-GAAP financial measure that is calculated as cash flow from operations plus cash provided by (used in) investing activities, changes in non-cash working capital, less repayment of long-term debt. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Supplementary Financial Measures
International Sales is a supplementary financial measure intended to provide a more accurate depiction of international sales earned by the Company’s wholesale operations.
Gross Canadian Recreational Sales is a supplementary financial measure intended to provide a more accurate depiction of gross revenue earned by the Company’s wholesale operations.
Net Canadian Recreational Sales is a supplementary financial measure intended to provide a more accurate depiction of net revenue earned by the Company’s wholesale operations.
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: expectations relating to the scaling of internal sales and management’s belief that significant opportunity lies ahead for Decibel’s operations; expectations that demand for Decibel’s products will grow; the ability of the Company to extend its product offering to new countries and create a global footprint, including anticipation of incremental international volumes and new contracts and the anticipated contributions from these activities, and the timing thereof; Decibel’s expectations relating to the impacts from the BfArM import halt and subsequent recommencement, the impacts from the B.C. General Employees’ Union strike, and adjustments relating to restructuring of pricing in certain contracts, including management’s expectation that these impacts will be transitory in nature and/or not disruptive to long term earnings potential;the Company’s marketing efforts and brand expansion, and the expected benefits therefrom; and its other business plans and expectations. 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 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, except as required by law.
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: risks relating to delays, regulatory changes and impacts; capital requirements; construction impacts; the ability to obtain and maintain licences to retail cannabis products; review of the Company’s production facilities by Health Canada and maintenance of licences (including any amendments thereto) from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; including the imposition of levies and tariffs, and the general impact of such policies on the broader economy; the risk that the Company may not be able to meet consumer demand; the risk that the Company may not improve its operational capacity when anticipated or at all; the risk that Decibel may not remain in compliance with its financial covenants for the remainder of its twelve-month forecast period; and the delay or failure to receive board, regulatory or other approvals, including any approvals of the TSX Venture Exchange, as applicable. Many of these risks and uncertainties and additional risk factors are described in the Company’s management’s discussion and analysis for the year ended December 31, 2024 as well as for the nine months ended September, 2025, which are available under the Company’s profile at www.sedarplus.ca.
With respect to forward-looking statements contained in this news release, Decibel has made assumptions regarding, but not limited to: growth of the brand and recognition in Canada will lead to growth internationally; demand for Decibel’s products; Decibel’s ability to enter new markets and industry verticals; Decibel’s ability to attract, develop and retain key personnel; Decibel’s ability to raise additional capital and to execute on its expansion plans; the timelines for new product launches; Decibel’s ability to continue investing in infrastructure and implement scalable controls, systems and processes to support its growth; the impact of competition; the changes and trends in Decibel’s industry or the global economy; the Company’s ability to generate sufficient cash flow from operations and obtain financing, if needed, on acceptable terms or at all; the general economic, financial market, regulatory and political conditions in which the Company operates; the ability of the Company to ship its products and maintain supply chain stability; consumer interest in the Company’s products; anticipated and unanticipated costs; government regulation of the Company’s activities and products; the timely receipt of any required regulatory approvals; the Company’s ability to conduct operations in a safe, efficient and effective manner; the Company’s construction plans and timeframe for completion of such plans; and the changes in laws, rules, regulations, and global standards.
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 or otherwise unless so required by applicable securities laws.
Preliminary Financial Information
Any financial outlook or future oriented financial information (in each case “FOFI“) contained in this news release regarding the Company’s prospective financial position, including, but not limited to net revenue and Adjusted EBITDA projections relating to the full year 2025 guidance in this news release, is based on reasonable assumptions about future events, including those described above, based on an assessment by management of Company of the relevant information that is currently available.
The Company’s expectations for its full year 2025 financial results, including, but not limited to, net revenue, and Adjusted EBITDA assumes, among other things: (i) relative stability in interest rates; (ii) limited relative deterioration in foreign exchange rates due to ongoing and evolving trade and tariff policies; (iii) limited overall impact to the Company’s costs resulting from trade and tariff policies; and (iv) limited overall impact to domestic and international demand for our products resulting from the broader economic impacts from trade and tariff policies, and related uncertainty. The actual results will likely vary from the amounts set forth herein and such variations may be material.
The Company’s anticipated financial results are unaudited and preliminary estimates that: (i) represent the most current information available to management as of the date of this news release; (ii) are subject to completion review and audit procedures that could result in significant changes to the estimated amounts; and (iii) do not present all information necessary for an understanding of the Company’s financial condition as of, and the Company’s results of operations for, such periods. The anticipated financial results are subject to the same limitations and risks as discussed under “Forward-Looking Statements” above. Accordingly, the Company’s anticipated financial results for such periods may change upon the completion and approval and audit of the financial statements for such periods and the changes could be material.
CALGARY, ALBERTA – November 7, 2025 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, announced that it will report its third quarter 2025 financial results pre-market on Wednesday, November 19, 2025. The Company will host a live conference call to discuss the results at 10:00 a.m. MST the same day.
The conference call can be accessed by dialing 1-800-715-9871 for Canadian participants and 1-(888)-880-3330 for U.S. participants, referencing conference ID 1629404.
Decibel is a consumer-focused cannabis company known for premium products that delight customers through innovation and quality. With brands like General Admission, Qwest, and Vox, Decibel’s offerings are available across Canada, with expanding reach into global markets. Following the acquisition of AgMedica in Q4 2024, Decibel has added an EU-GMP-certified facility, supporting its commitment to international standards and global distribution growth. Decibel now operates three cultivation facilities and a processing and manufacturing center, positioning the company as a leader in high-quality, globally accessible cannabis products and brands.
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.
CALGARY, ALBERTA – August 21, 2025 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce its unaudited interim financial results for the three and six month periods ending June 30, 2025.
“Decibel delivered a strong second quarter with exceptional sequential growth, record international volumes, and continued strength across all profitability metrics. Q2 marked a pivotal period for the Company, highlighted by the successful integration of AgMedica, which has firmly established our international platform. As we move into the second half of 2025, we are well positioned to accelerate our momentum in Canada and expand our presence in high-growth global markets.”
Benjamin Sze – Chief Executive Officer
Second Quarter Highlights
Net Revenue was $29.8 million, a year over year increase of 35%. Net revenue growth in the quarter was primarily a result of contributions from AgMedica Bioscience Inc. (“AgMedica”) which accelerated international sales, coupled with modest net Canadian recreational sales growth. Total sales contributed from AgMedica were $5.4 million, of which $4.7 million were international sales and the remainder net Canadian recreational sales.
Net Canadian Recreational Sales were $23.7 million, a year over year increase of 7%. The increase in net Canadian recreational sales was driven by successful initiatives including: new marketing campaigns, reinvesting in growing the Qwest brand presence, launching ultra high potency vapes and infused pre-rolls, new large format all-in-one disposable, and milled flower.
International Sales were $6.1 million, a year over year increase of $6.1 million, and a quarter over quarter increase of 176%. The increase in international sales was primarily driven by the contributions from AgMedica. Total international sales contributed from AgMedica were $4.7 million. The Company has executed additional contracts related to cannabis exports to international markets and delivered modest volumes related to such contracts in the second quarter. With the majority coming in future periods. The Company sees strong demand internationally and anticipates incremental volumes and contracts in the second half of 2025.
Gross Margin Before Fair Value Adjustments was47% in the second quarter of 2025, compared to 42% in the second quarter of 2024.
Adjusted EBITDA(1)of$6.3 million, a year over year increase of 60%. The increase in Adjusted EBITDA for the quarter was primarily driven by international sales and net Canadian recreational sales growth.
Free Cash Flow(1) of $2.2 million, a year over year increase of $4.3 million. The increase in Free Cash Flow is primarily attributable to strong growth in net revenue, partially offset by changes in non-cash working capital as the Company positions itself for anticipated growth.
Adjusted Net Income(1)of $3.4 million, a year over year increase of $2.8 million. Adjusted Earnings per Share were $0.01, an improvement of $0.01 year over year.
Notes:
1 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
Summary Highlights
1 Supplementary financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
2 Refer to “Cash Flows” in the MD&A (as defined herein) for further details.
3 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
Decibel’s unaudited condensed consolidated interim financial statements for the three and six month periods ending June 30, 2025 (the “Financial Statements”) and related management’s discussion & analysis for the three and six month periods ending June 30, 2025 (“MD&A”) are available on SEDAR+ under the Company’s profile at www.sedarplus.ca.
As of June 30, 2025, Decibel was in compliance with all of its financial covenants and expects to remain in compliance for the remainder of its twelve-month forecast period.
About Decibel
Decibel is a consumer-focused cannabis company known for premium products that delight customers through innovation and quality. With brands like General Admission, Qwest, and Vox, Decibel’s offerings are available across Canada, with expanding reach into global markets. Following the acquisition of AgMedica in Q4 2024, Decibel has added an EU-GMP-certified facility, supporting its commitment to international standards and global distribution growth. Decibel now operates three cultivation facilities and a processing and manufacturing center, positioning the company as a leader in high-quality, globally accessible cannabis products and brands.
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
Non-GAAP Measures
This news release contains certain financial performance measures, namely Adjusted EBITDA, Adjusted Net Loss and Free Cash Flow, that are not recognized or defined under IFRS (termed “Non-GAAP Measures”). As a result, this data may not be comparable to data presented by other licensed producers and cannabis companies. For an explanation of these measures to related comparable financial information presented in the Financial Statements prepared in accordance with IFRS, refer to the discussion below. The Company believes that these Non-GAAP Measures are useful indicators of operating performance and are specifically used by management to assess the financial and operational performance of the Company. Accordingly, these Non-GAAP Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets, change in fair value of biological assets realized through inventory sold, depreciation and amortization expense, share-based compensation, other income, finance costs, foreign exchange loss, non-cash production costs and severance payments. Non-cash production costs relate to amortization expense allocations included in production costs. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Adjusted Net Income is a non-GAAP financial measure that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets and change in fair value of biological assets realized through inventory sold. Adjusted EPS is a non-GAAP ratio that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets and change in fair value of biological assets realized through inventory sold, divided by the weighted average common shares outstanding.
These measures are intended to provide a proxy for the Company’s net income (loss) and comprehensive income (loss) and are used to compare Decibel to its competitors and derive expectations of future financial performance of the Company and should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Free Cash Flow is a non-GAAP financial measure that is calculated as cash flow from operations less cash provided by (used in) investing activities. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Adjusted Free Cash Flow is a non-GAAP financial measure that is calculated as cash flow from operations plus cash provided by (used in) investing activities, changes in non-cash working capital, less repayment of long-term debt. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Supplementary Financial Measures
International Sales is a supplementary financial measure intended to provide a more accurate depiction of international sales earned by the Company’s wholesale operations.
Gross Canadian Recreational Sales is a supplementary financial measure intended to provide a more accurate depiction of gross revenue earned by the Company’s wholesale operations.
Net Canadian Recreational Sales is a supplementary financial measure intended to provide a more accurate depiction of net revenue earned by the Company’s wholesale operations.
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: expectations relating to the scaling of internal sales and management’s belief that current and prospective results will lead to a transformative year for Decibel; expectations that demand for Decibel’s products will grow; the ability for Decibel to delight customers through the Company’s product offering; the ability of the Company to extend its product offering to new countries and create a global footprint, including anticipation of incremental international volumes and new contracts in the second half of 2025 and the anticipated contributions from these activities, and the timing thereof; the Company’s marketing efforts and brand expansion, and the expected benefits therefrom; and its other business plans and expectations. 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 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, except as required by law.
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: risks relating to delays, regulatory changes and impacts; capital requirements; construction impacts; the ability to obtain and maintain licences to retail cannabis products; review of the Company’s production facilities by Health Canada and maintenance of licences (including any amendments thereto) from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; including the imposition of levies and tariffs, and the general impact of such policies on the broader economy; the risk that the Company may not be able to meet consumer demand; the risk that the Company may not improve its operational capacity when anticipated or at all; the risk that Decibel may not remain in compliance with its financial covenants for the remainder of its twelve-month forecast period; and the delay or failure to receive board, regulatory or other approvals, including any approvals of the TSX Venture Exchange, as applicable. Many of these risks and uncertainties and additional risk factors are described in the Company’s management’s discussion and analysis for the three months ended March 31, 2025, which is available under the Company’s profile at www.sedarplus.ca.
With respect to forward-looking statements contained in this news release, Decibel has made assumptions regarding, but not limited to: growth of the brand and recognition in Canada will lead to growth internationally; demand for Decibel’s products; Decibel’s ability to enter new markets and industry verticals; Decibel’s ability to attract, develop and retain key personnel; Decibel’s ability to raise additional capital and to execute on its expansion plans; the timelines for new product launches; Decibel’s ability to continue investing in infrastructure and implement scalable controls, systems and processes to support its growth; the impact of competition; the changes and trends in Decibel’s industry or the global economy; the Company’s ability to generate sufficient cash flow from operations and obtain financing, if needed, on acceptable terms or at all; the general economic, financial market, regulatory and political conditions in which the Company operates; the ability of the Company to ship its products and maintain supply chain stability; consumer interest in the Company’s products; anticipated and unanticipated costs; government regulation of the Company’s activities and products; the timely receipt of any required regulatory approvals; the Company’s ability to conduct operations in a safe, efficient and effective manner; the Company’s construction plans and timeframe for completion of such plans; and the changes in laws, rules, regulations, and global standards.
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 or otherwise unless so required by applicable securities laws.
CALGARY, ALBERTA – May 22, 2025 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce its unaudited interim financial results for the three month period ending March 31, 2025.
“Our first quarter demonstrates progress on multiple fronts. AgMedica has been accretive since day one, and we expect it to accelerate as our strong pipeline activates in Q2 and beyond. Domestically, our renewed focus on innovation—particularly in vapes, milled flower, and ultra high potency formats—is gaining traction and helping to reverse prior market share softness. Importantly, we also reduced our payables this quarter, strengthening our balance sheet and reinforcing our focus on free cash flow and sustainable growth.” Benjamin Sze – Chief Executive Officer
2025 Full Year Expectations
Net Revenue of $130 million driven by continued international growth.
Adjusted EBITDA1 of $25 million with continued cost focus and automation.
Adjusted Free Cash Flow1 of $20 million to continue strengthening balance sheet.
Debt to Adjusted EBITDA ratio2 of <1.4x continuing progress in deleveraging.
Increase export to 9 markets from presence in 7 currently.
Notes:
1 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
2 Non-GAAP ratio. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
First Quarter Highlights
Net Revenue was $21.2 million, a year over year increase of 1.4%. Net revenue growth in the quarter was primarily a result of contributions from AgMedica Bioscience Inc. (“AgMedica”), acquired on October 28, 2024. Total sales contributed from the acquisition were $3.4 million.
Balance Sheet continued to improve as the Company reduced accounts payables by $2.5 million and debt by $0.8 million. This resulted in Q1 cash dropping quarter over quarter by roughly $2.5 million. Decibel maintains a commitment towards strengthening its balance sheet with an expectation to significantly improve our cash position as our international contributions ramp up.
Net Canadian Recreational Sales were $19.0 million, a year over year decrease of 8%. The decrease in net Canadian recreational sales is primarily attributable to increased competition in infused pre-roll products. During the first half of 2025, the Company launched additional products and undertook a marketing campaign to combat declines in these segments and grow in other categories, including: a proudly Canadian campaign, reinvesting in growing the Qwest brand presence, launching ultra high potency vapes and infused pre-rolls, new large format all-in-one disposable vapes, and milled flowers. Early sell-through data and retailer feedback indicate strong momentum, with signs of market share growth.
International Sales were $2.2 million, a year over year increase of 527%. The increase in international sales was primarily driven by the contributions from AgMedica. Total international sales contributed from AgMedica were $2.0 million. While the Company has secured a growing pipeline of export contracts, revenue realization from these agreements has trailed expectations due to operational delays and regulatory complexities in certain markets. Decibel expects international volumes to grow meaningfully beginning in Q2 of 2025 as key contracts come online.
Gross Margin Before Fair Value Adjustments was50% in the first quarter of 2025, compared to 48% in the first quarter of 2024.
Adjusted EBITDA(1)of$3.5 million, with a year over year decrease of 4%. The decrease in Adjusted EBITDA for the quarter was primarily from higher SG&A from the AgMedica acquisition, partially offset by improved gross margin.
Free Cash Flow(1) of $1.2 million, with a year over year decrease of $0.7 million. The decrease in Free Cash Flow was attributable to working capital investments of $2.4 million.
Adjusted Net Loss(1)of $0.1 million, a year over year increase of $3.3 million.
1 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
Summary Highlights
1 Supplementary financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
2 Refer to “Cash Flows” in the MD&A (as defined herein) for further details.
3 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
Decibel’s unaudited condensed consolidated interim financial statements for the three month period ending March 31, 2025 (the “Financial Statements”) and related management’s discussion & analysis for the three month period ending March 31, 2024 (“MD&A”) are available on SEDAR+ under the Company’s profile at www.sedarplus.ca.
As of March 31, 2025, Decibel was in compliance with all of its financial covenants and expects to remain in compliance for the remainder of its twelve-month forecast period.
Decibel is a consumer-focused cannabis company known for premium products that delight customers through innovation and quality. With brands like General Admission, Qwest, and Vox, Decibel’s offerings are available across Canada, with expanding reach into global markets. Following the acquisition of AgMedica in Q4 2024, Decibel has added an EU-GMP-certified facility, supporting its commitment to international standards and global distribution growth. Decibel now operates three cultivation facilities and a processing and manufacturing center, positioning the company as a leader in high-quality, globally accessible cannabis products and brands.
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
Non-GAAP Measures
This news release contains certain financial performance measures, namely Adjusted EBITDA, Adjusted Net Loss and Free Cash Flow, that are not recognized or defined under IFRS (termed “Non-GAAP Measures”). As a result, this data may not be comparable to data presented by other licensed producers and cannabis companies. For an explanation of these measures to related comparable financial information presented in the Financial Statements prepared in accordance with IFRS, refer to the discussion below. The Company believes that these Non-GAAP Measures are useful indicators of operating performance and are specifically used by management to assess the financial and operational performance of the Company. Accordingly, these Non-GAAP Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets, change in fair value of biological assets realized through inventory sold, depreciation and amortization expense, share-based compensation, other income, finance costs, foreign exchange loss, non-cash production costs and severance payments. Non-cash production costs relate to amortization expense allocations included in production costs. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate the Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Adjusted Net Income is a non-GAAP financial measure that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets and change in fair value of biological assets realized through inventory sold. Adjusted EPS is a non-GAAP ratio that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets and change in fair value of biological assets realized through inventory sold, divided by the weighted average common shares outstanding. These measures are intended to provide a proxy for the Company’s net income (loss) and comprehensive income (loss) and are used to compare Decibel to its competitors and derive expectations of future financial performance of the Company and should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate the Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Free Cash Flow is a non-GAAP financial measure that is calculated as cash flow from operations less cash provided by (used in) investing activities. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate the Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Adjusted Free Cash Flow is a non-GAAP financial measure that is calculated as cash flow from operations plus cash provided by (used in) investing activities, changes in non-cash working capital, less repayment of long-term debt. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate the Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Debt to Adjusted EBITDA (debt divided by Adjusted EBITDA) is a non-GAAP ratio, does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. The Company believes that debt to Adjusted EBITDA is a useful metric.
Supplementary Financial Measures
International Sales is a supplementary financial measure intended to provide a more accurate depiction of international sales earned by the Company’s wholesale operations.
Gross Canadian Recreational Sales is a supplementary financial measure intended to provide a more accurate depiction of gross revenue earned by the Company’s wholesale operations. Inventory transferred directly from the Company’s wholesale operations to the Company’s retail operations is added to Gross Canadian Recreational Sales as found in the Financial Statements to arrive at Gross Canadian Recreational Sales.
Net Canadian Recreational Sales is a supplementary financial measure intended to provide a more accurate depiction of net revenue earned by the Company’s wholesale operations. Inventory transferred directly from the Company’s wholesale operations to the Company’s retail operations is added to Net Canadian Recreational Sales as found in the Financial Statements to arrive at Net Canadian Recreational Sales.
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: expectations that AgMedica continues to be accretive to the Company’s business; the Company’s ability to gain traction for new products; the ability to obtain sustainable growth; expectations that demand for Decibel’s products will grow; the ability for Decibel to delight customers through the Company’s product offering; the ability of the Company to extend its product offering to new countries and create a global footprint; the Company’s marketing efforts and brand expansion, and the expected benefits therefrom; the Company’s pursuit of additional contracts related to cannabis exports to international markets, the anticipated contributions from these activities, and the timing thereof; and its other business plans and expectations. 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 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, except as required by law.
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: risks relating to delays, regulatory changes and impacts; capital requirements; construction impacts; the ability to obtain and maintain licences to retail cannabis products; review of the Company’s production facilities by Health Canada and maintenance of licences (including any amendments thereto) from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; including the imposition of levies and tariffs, and the general impact of such policies on the broader economy; the risk that the Company may not be able to meet consumer demand; the risk that the Company may not improve its operational capacity when anticipated or at all; the risk that Decibel may not remain in compliance with its financial covenants for the remainder of its twelve-month forecast period; and the delay or failure to receive board, regulatory or other approvals, including any approvals of the TSX Venture Exchange, as applicable. Many of these risks and uncertainties and additional risk factors are described in the Company’s management’s discussion and analysis for the three months ended March 31, 2025, which is available under the Company’s profile at www.sedarplus.ca.
With respect to forward-looking statements contained in this news release, Decibel has made assumptions regarding, but not limited to: growth of the brand and recognition in Canada will lead to growth internationally; demand for Decibel’s products; Decibel’s ability to enter new markets and industry verticals; Decibel’s ability to attract, develop and retain key personnel; Decibel’s ability to raise additional capital and to execute on its expansion plans; the timelines for new product launches; Decibel’s ability to continue investing in infrastructure and implement scalable controls, systems and processes to support its growth; the impact of competition; the changes and trends in Decibel’s industry or the global economy; the Company’s ability to generate sufficient cash flow from operations and obtain financing, if needed, on acceptable terms or at all; the general economic, financial market, regulatory and political conditions in which the Company operates; the ability of the Company to ship its products and maintain supply chain stability; consumer interest in the Company’s products; anticipated and unanticipated costs; government regulation of the Company’s activities and products; the timely receipt of any required regulatory approvals; the Company’s ability to conduct operations in a safe, efficient and effective manner; the Company’s construction plans and timeframe for completion of such plans; and the changes in laws, rules, regulations, and global standards.
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 or otherwise unless so required by applicable securities laws.
CALGARY, ALBERTA – April 22, 2025 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce its audited financial results for the three and twelve month periods ending December 31, 2024.
“We ended 2024 with strong momentum and renewed confidence in our global growth strategy. The removal of our going concern note is a direct reflection of the operational discipline and financial resilience we’ve built — including improved free cash flow, strategic reductions to payables, and our integration of AgMedica. While we anticipate a softer Q1 due to timing of international shipments, we expect a meaningful ramp-up in Q2 as export volumes accelerate. With these building blocks in place, we remain focused on profitable growth, both in Canada and abroad.” — Benjamin Sze, Chief Executive Officer.
2025 Full Year Expectations
Net Revenue of $130 million driven by continued international growth.
Adjusted EBITDA[1] of $25 million with continued cost focus and automation.
Adjusted Free Cash Flow of $20 million to continue strengthening balance sheet.
Debt to EBITDA ratio of <1.4x continuing progress in deleveraging.
Increase export to 9 markets from presence in 7 currently.
AgMedica Transaction Highlights
Financial contributions from AgMedica Bioscience Inc. (“AgMedica”) were for the period October 28, 2024 to December 31, 2024, and were immediately accretive to Decibel’s results generating $3.4 million of net revenue, positive EBITDA[2] and free cash flow.
With an EU-GMP certified facility and strong international demand, AgMedica is expected to contribute $30 million of net revenue and $4 million of EBITDA in 2025.
The Company expects a modest first quarter in 2025 due to the timing of international shipments. It anticipates a significant ramp up in global sales beginning in Q2 2025 as contracted orders begin to ship and scale and therefore is reiterating its previously reported guidance (October 28, 2024) relating to 2025 full year net revenue and Adjusted EBITDA expectations.
Fourth Quarter Highlights
Net Revenue was $25.3 million, a year over year increase of 0.4%. Net revenue growth in the quarter was primarily a result of a partial quarter of contributions from AgMedica, acquired on October 28, 2024. Contributions from the acquisition were offset by a decrease in net Canadian recreational sales.
Net Canadian Recreational Sales were $21.9 million, a year over year decrease of 8%. The decrease in net Canadian recreational sales is primarily attributable to increased competition in vapes and infused pre-roll products. Subsequent to the quarter, the Company launched additional products and undertook a marketing campaign to combat declines in these segments and grow in other categories, including: a proudly Canadian campaign, reinvesting in growing the Qwest brand presence, launching ultra-high potency vapes and infused pre-rolls, new large format all-in-one disposable vapes, and milled flowers.
International Sales were $3.4 million, a year over year increase of 141%. The increase in international sales was primarily driven by a partial quarter of contributions from AgMedica. Total international sales contributed by AgMedica were $2.1 million. The Company has pursued additional contracts related to cannabis exports to international markets and anticipates contributions from these activities in the second quarter of 2025.
Gross Margin Before Fair Value Adjustments was49% in the fourth quarter of 2024, compared to 46% in the fourth quarter of 2023.
Adjusted EBITDA of$5.2 million, with a year over year increase of 4%. The increase in Adjusted EBITDA for the quarter was primarily a result of improved gross margin and partial contributions from AgMedica.
Free Cash Flow[3]of $2.2 million, with a year over year increase of 18%. The increase in Free Cash Flow was attributable to improvements in gross margin and reductions in working capital investments, partially offset by decreases to accounts payable. During the quarter, the Company reduced its accounts payable by $1.8 million as a part of an ongoing effort to strengthen its financial position.
Adjusted Net Income[4]of $1.0 million, a year over year increase of $1.2 million.
Summary Highlights
1 Supplementary financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
2 Refer to “Cash Flows” in the MD&A (as defined herein) for further details.
3 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
Decibel’s audited condensed consolidated financial statements for the three and twelve month periods ending December 31, 2024 (the “Financial Statements”) and related management’s discussion & analysis for the three and twelve month periods ending December 31, 2024 (“MD&A”) are available on SEDAR+ under the Company’s profile at www.sedarplus.ca.
Decibel is a consumer-focused cannabis company known for premium products that delight customers through innovation and quality. With brands like General Admission, Qwest, and Vox, Decibel’s offerings are available across Canada, with expanding reach into global markets. Following the acquisition of AgMedica in Q4 2024, Decibel has added an EU-GMP-certified facility, supporting its commitment to international standards and global distribution growth. Decibel now operates three cultivation facilities and a processing and manufacturing center, positioning the company as a leader in high-quality, globally accessible cannabis products and brands.
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
Non-GAAP Measures
This news release contains certain financial performance measures and ratios, namely EBITDA, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Adjusted EPS and Debt to EBITDA that are not recognized or defined under IFRS (termed “Non-GAAP Measures”). As a result, this data may not be comparable to data presented by other licensed producers and cannabis companies. For an explanation of these measures to related comparable financial information presented in the Financial Statements prepared in accordance with IFRS, refer to the discussion below. The Company believes that these Non-GAAP Measures are useful indicators of operating performance and are specifically used by management to assess the financial and operational performance of the Company. Accordingly, these Non-GAAP Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets, change in fair value of biological assets realized through inventory sold, depreciation and amortization expense, share-based compensation, other income, finance costs, foreign exchange loss, non-cash production costs and severance payments. Non-cash production costs relate to amortization expense allocations included in production costs. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate the Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Adjusted Net Income is a non-GAAP financial measure that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets and change in fair value of biological assets realized through inventory sold. Adjusted EPS is a non-GAAP ratio that is calculated as net income (loss) and comprehensive income (loss) excluding unrealized gain on changes in fair value of biological assets and change in fair value of biological assets realized through inventory sold, divided by the weighted average common shares outstanding. These measures are intended to provide a proxy for the Company’s net income (loss) and comprehensive income (loss) and are used to compare Decibel to its competitors and derive expectations of future financial performance of the Company and should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate the Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Free Cash Flow is a non-GAAP financial measure that is calculated as cash flow from operations less cash provided by (used in) investing activities. This non-GAAP financial measure should be considered together with other financial information prepared in accordance with IFRS to enable investors to evaluate the Decibel’s operating results, underlying performance and prospects in a manner similar to Decibel’s management.
Management considers Debt to EBITDA an important measure as it is a key metric to identify the Company’s ability to fund financing expenses, net debt reductions and other obligations. Debt to EBITDA is calculated as Debt divided by EBITDA.
Supplementary Financial Measures
International Sales is a supplementary financial measure intended to provide a more accurate depiction of international sales earned by the Company’s wholesale operations.
Gross Canadian Recreational Sales is a supplementary financial measure intended to provide a more accurate depiction of gross revenue earned by the Company’s wholesale operations. Inventory transferred directly from the Company’s wholesale operations to the Company’s retail operations is added to Gross Canadian Recreational Sales as found in the Financial Statements to arrive at Gross Canadian Recreational Sales.
Net Canadian Recreational Sales is a supplementary financial measure intended to provide a more accurate depiction of net revenue earned by the Company’s wholesale operations. Inventory transferred directly from the Company’s wholesale operations to the Company’s retail operations is added to Net Canadian Recreational Sales as found in the Financial Statements to arrive at Net Canadian Recreational Sales.
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: expectations that demand for Decibel’s products will grow; the ability for Decibel to delight customers through the Company’s product offering; the ability of the Company to extend its product offering to new countries and create a global footprint; the Company’s marketing efforts and brand expansion, and the expected benefits therefrom; the Company’s pursuit of additional contracts related to cannabis exports to international markets, the anticipated contributions from these activities, and the timing thereof; the Company’s expectation of increasing sales internationally; and its other business plans and expectations. 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 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, except as required by law.
Forward-looking statements and FOFI (as defined herein) 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: risks relating to delays, regulatory changes and impacts; capital requirements; construction impacts; the ability to obtain and maintain licences to retail cannabis products; review of the Company’s production facilities by Health Canada and maintenance of licences (including any amendments thereto) from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; AgMedica’s overall performance compared to management’s current expectations; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; including the imposition of levies and tariffs, and the general impact of such policies on the broader economy; the risk that the Company may not be able to meet consumer demand; the risk that the Company may not improve its operational capacity when anticipated or at all; the risk that Decibel may not remain in compliance with its financial covenants for the remainder of its twelve-month forecast period; and the delay or failure to receive board, regulatory or other approvals, including any approvals of the TSX Venture Exchange, as applicable. Many of these risks and uncertainties and additional risk factors are described in the Company’s management’s discussion and analysis for the three and twelve months ended December 31, 2024, which is available under the Company’s profile at www.sedarplus.ca.
With respect to forward-looking statements and FOFI contained in this news release, Decibel has made assumptions regarding, but not limited to: growth of the brand and recognition in Canada will lead to growth internationally; demand for Decibel’s products; Decibel’s ability to enter new markets and industry verticals; Decibel’s ability to attract, develop and retain key personnel; Decibel’s ability to raise additional capital and to execute on its expansion plans; the timelines for new product launches; Decibel’s ability to continue investing in infrastructure and implement scalable controls, systems and processes to support its growth; the impact of competition; expectations with respect to AgMedica’s performance; the changes and trends in Decibel’s industry or the global economy; the Company’s ability to generate sufficient cash flow from operations and obtain financing, if needed, on acceptable terms or at all; the general economic, financial market, regulatory and political conditions in which the Company operates; the ability of the Company to ship its products and maintain supply chain stability; consumer interest in the Company’s products; anticipated and unanticipated costs; government regulation of the Company’s activities and products; the timely receipt of any required regulatory approvals; the Company’s ability to conduct operations in a safe, efficient and effective manner; the Company’s construction plans and timeframe for completion of such plans; and the changes in laws, rules, regulations, and global standards.
PRELIMINARY FINANCIAL INFORMATION
Any financial outlook or future oriented financial information (in each case “FOFI”) contained in this news release regarding the Company’s prospective financial position, including, but not limited to net revenue, adjusted EBITDA, adjusted Free Cash Flow and debt to EBITDA projections relating to the full year 2025 guidance in this news release, is based on reasonable assumptions about future events, including those described above, based on an assessment by management of Company of the relevant information that is currently available.
The Company’s expectations for its Q1, 2025 and full year 2025 financial results, including, but not limited to, net revenue, adjusted EBITDA, adjusted Free Cash Flow and debt to EBITDA projections, assumes, among other things: (i) relative stability in interest rates; (ii) limited impacts to our operations and business in Israel due to the ongoing Israel-Hamas conflict; (iii) limited relative deterioration in foreign exchange rates due to ongoing and evolving trade and tariff policies; (iv) limited overall impact to the Company’s costs resulting from trade and tariff policies; and (iv) limited overall impact to domestic and international demand for our products resulting from the broader economic impacts from trade and tariff policies, and related uncertainty. The actual results will likely vary from the amounts set forth herein and such variations may be material.
The Company’s anticipated financial results are unaudited and preliminary estimates that: (i) represent the most current information available to management as of the date of this news release; (ii) are subject to completion review and audit procedures that could result in significant changes to the estimated amounts; and (iii) do not present all information necessary for an understanding of the Company’s financial condition as of, and the Company’s results of operations for, such periods. The anticipated financial results are subject to the same limitations and risks as discussed under “Forward-Looking Statements” above. Accordingly, the Company’s anticipated financial results for such periods may change upon the completion and approval and audit of the financial statements for such periods and the changes could be material.
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 or otherwise unless so required by applicable securities laws.
[1] Adjusted EBITDA is a Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
[2] EBITDA is a Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details
[3] Free Cash Flow is a Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
[4] Adjusted Net income is a Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.
CALGARY, ALBERTA – February 13, 2025 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to provide an update on its new product line, General Admission Liquid Diamond Vapes and its subsequent performance.
“The strong performance of our new General Admission Liquid Diamond vapes underscores Decibel’s ability to deliver products that resonate with consumers and capture market share quickly. This is just the beginning of our innovation plan this year—our team is relentlessly focused on delivering even more bold, high-impact product launches, as we continue to strengthen our innovation leadership and market share position.” Adam Coates – Chief Revenue Officer.
Key Highlights
General Admission Liquid Diamond vapes are available for licensed retailers to order in BC, Alberta, Saskatchewan, Manitoba and Ontario.
General Admission Liquid Diamond vapes are currently available in 3 strains
Very Berry
Atomic Apple
Tangerine Twist
Since November 24’, and the launch, Decibel has grown its 1g 510 vape market share by over 1.5pts and maintains the #1 position in the largest segment of the vape category[1]
Decibel expects to launch an ultra-high potency Infused Pre-Roll product line with the same strains as its liquid Diamond vapes in late Q1 in Western Canada and early Q2 in Ontario.
Decibel is a consumer-focused cannabis company focused on delivering products that delight customers through a commitment to robust innovation and product quality. With brands like General Admission, Qwest, and Vox, Decibel’s offerings are available across Canada, with expanding reach into global markets. Following the acquisition of AgMedica Biosciences in Q4 2024, Decibel has added an EU-GMP certified facility, supporting its commitment to international standards and global distribution growth. Decibel now operates three cultivation facilities and a processing and manufacturing center, positioning the company as a leader in high-quality, global accessible cannabis products and brands.
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, receipt of all regulatory approvals, including the approval of the various provincial boards, in connection therewith, the anticipated continued success of the General Admission brand and specifically the success of the General Admission Liquid Diamond SKUs, the anticipated market share position and resulting consumer success related thereto; 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 fulfill orders and have continued demand for its products including the General Admission brand and Liquid Diamond product offerings, Decibel’s ability to continue 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. 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.
[1]1 HiFyre Retail Analytics, Brand Sales, Category Sales over Time in Canada;
Each Option is exercisable for one common share in the capital of the Company (a “Share”) at a price of either $0.13 or $0.075 per Share, depending on the grant. This is a normal-course grant that comprises part of the long-term compensation and employee retention incentives program provided by the Company. One tranche of the Options will vest as of the date hereof, while the remaining tranches will vest in three equal nine (9) month installments commencing on October 21, 2025, with all of the Options expiring on January 21, 2028.
About Decibel
Decibel is a consumer-focused cannabis company known for premium products that delight customers through innovation and quality. With brands like General Admission, Qwest, and Vox, Decibel’s offerings are available across Canada, with expanding reach into global markets. Following the acquisition of AgMedica Biosciences in Q4 2024, Decibel has added an EU-GMP-certified facility, supporting its commitment to international standards and global distribution growth. Decibel now operates three cultivation facilities and a processing and manufacturing center, positioning the company as a leader in high-quality, globally accessible cannabis products and brands.
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 release.
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, including statements that relate to Decibel’s business plans generally, and specifically the creation of a global footprint and ability to delight customers through a commitment to robust innovation and product quality. 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. 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. 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 nine months ended September 30, 2024 and 2023, which are available under the Company’s profile at www.sedarplus.ca.
Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities law.
CALGARY, ALBERTA – December 3, 2024 –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 received final acceptance from the TSX Venture Exchange (the “TSXV”) for its previously announced acquisition of AgMedica Bioscience Inc. (“AgMedica”) on October 28, 2024 pursuant to an assignment agreement entered into with Callisto Capital Corp. (“Callisto”) in exchange for a $6.3 million unsecured convertible debenture (the “Convertible Debenture”). As a result of receiving the acceptance, Decibel has completed the conversion of the Convertible Debenture, pursuant to which it has issued 114,545,455 common shares (“Common Shares”) to Callisto.
The conversion of the Convertible Debenture was conditional upon receipt of final TSXV acceptance for the acquisition of AgMedica pursuant to Exchange Policy 5.3, which would have required disinterested shareholder approval of Callisto as a “Control Person” (as such term is defined in the rules and policies of the TSXV), if applicable. As a result of the Company having completed its previously announced private placement, Callisto will not be a Control Person of the Company following conversion of the Convertible Debenture and therefore approval of the disinterested shareholders of the Company is not required for the conversion.
Please see the Company’s news release dated October 28, 2024 for additional details with respect to the acquisition of AgMedica. Please see the Company’s news releases dated October 30, 2024, November 4, 2024 and November 25, 2024 for additional details regarding the private placement.
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, two cultivation facilities in Creston, British Columbia and Battleford, Saskatchewan, and an EUGMP licensed cultivation and processing facility in Chatham, Ontario.
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, receipt of all regulatory approvals, including Decibel’s business plans generally, and specifically the creation of a global footprint and 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 access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms. 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 September 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.
