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Formerly Westleaf Inc.

Decibel Announces First Closing of Private Placement


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 – November 4, 2024 –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 completed a first closing under its previously announced (October 30, 2024) non-brokered private placement of up to 58,333,333 common shares in the capital of the Company (“Common Shares”) for gross proceeds of up to $3,500,000, at a price of $0.06 per Common Share (the “Offering”).

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

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

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

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

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

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

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

About Decibel

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

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

Cautionary Statements

Forward-Looking Statements

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

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

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

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

Decibel Announces Non-Brokered Private Placement


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 – October 30, 2024 –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, further to its news release dated October 28, 2024, it intends to complete a non-brokered private placement of up to 58,333,333 common shares in the capital of the Company (“Common Shares”) for gross proceeds of up to $3,500,000, at a price of $0.06 per Common Share (the “Offering”).

The proceeds of the Offering will be used by the Company for general working capital purposes and to assist with the integration of AgMedica BioScience Inc. and its business, which was acquired on October 28, 2024, into the Company’s overall business. The Offering is subject to the receipt of all regulatory approvals including the approval of the TSX Venture Exchange (“TSXV”). All securities issued under the Offering will be subject to a hold period expiring four months and one day from the date of issuance. The Offering is expected to close in one or more tranches on or before November 30, 2024. No finders’ fees are expected to be payable in connection with the Offering.

Insiders of the Company are anticipated to subscribe for Common Shares under the Offering. The insiders’ participation in the Offering constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities anticipated to be acquired by insiders, nor the consideration for the securities paid by such insiders, exceed 25% of the Company’s market capitalization. As the specific participation of each related party that the Company expects will participate in the Offering has not been confirmed as of the date of this news release, additional information required under MI 61-101 will be provided in the Company’s material change report with respect to the Offering, including a description of the interest of all related parties in the Offering, and where applicable, a description of the effect on the percentage of the securities of the Company held by related parties participating.

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

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

About Decibel

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

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

Cautionary Statements

Forward-Looking Statements

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

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

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

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

Decibel Acquires AgMedica, Announces Proposed Private Placement, and Outlook on Q3 2024 Results


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 – October 28, 2024 –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 a transaction (the “Transaction”) whereby it acquired AgMedica Bioscience Ltd. (“AgMedica”), a leader in international medical cannabis exports, pursuant to an assignment agreement dated October 28, 2024 entered into with Callisto Capital Corp. (“Callisto”) in exchange for a $6.3 million unsecured convertible debenture (the “Convertible Debenture”). The conversion of the Convertible Debenture into common shares in the capital of the Company (each, a “Common Share”) is contingent upon the Company obtaining each of the following: (i) the final approval of the TSX Venture Exchange (the “TSXV”) in respect of the Transaction; and (ii), if applicable, the approval of the disinterested shareholders of the Company in accordance with the rules and policies of the TSXV, which approval, if required, is expected to be sought at the Company’s upcoming annual and special meeting of shareholders to be held on December 10, 2024 as set forth herein (the “Meeting”).

I am excited to announce the acquisition of AgMedica. An euGMP certification is an international standard that Decibel has been contemplating for quite some time, this acquisition accelerates that timeline. 

The AgMedica facility becomes the cornerstone of our international strategy as it allows us to extend our products and brand to the rest of the world. Furthermore, this marks the first step of Decibel’s new strategy as we execute on profitable growth opportunities enhanced by synergistic and accretive transactions” said Benjamin Sze, CEO.

Transaction Highlights

  • AgMedica was acquired by the Company from Callisto pursuant to the assignment agreement whereby Callisto assigned all of its rights and obligations pursuant to a subscription agreement dated October 28, 2024 between, inter alia, Callisto, Atlas Global Brands Inc. (“Atlas”) and AgMedica, in connection with an Approval and Reverse Vesting Order granted pursuant to Atlas’ CCAA process involving Atlas and its subsidiaries (including AgMedica) in exchange for the Convertible Debenture.
  • If the Convertible Debenture converts into Common Shares in accordance with its terms, Callisto may become a “Control Person” (as such term is defined in the rules and policies of the TSXV) of the Company.  The conversion price per Common Share under the Convertible Debenture is $0.055, which was determined based on the closing price of the Common Shares on the TSXV on October 25, 2024.  In the event the Control Person approval is not obtained, the Convertible Debenture will no longer be convertible, will begin accruing interest at a rate of 15% per annum, and the principal amount plus interest accrued thereon will be repayable on April 28, 2025. All of the directors and officers of the Company, together with certain shareholders of the Company, who collectively own approximately 20% of the outstanding Common Shares, have entered into voting and support agreements pursuant to which they have agreed to vote their Common Shares at the Meeting in favour of the conversion feature of the Convertible Debenture and the potential creation of Callisto as a Control Person.
  • Decibel projects that AgMedica could contribute $30MM of net revenue and $4MM of EBITDA in 2025, totalling an anticipated $130MM of net revenue and $25MM of adjusted EBITDA[1] in 2025 on a pro-forma basis.
  • The Company estimates a ~1.6x EBITDA multiple paid based on management’s 2025 projections prior to further optimization and automation initiatives.
  • The Transaction is expected to materially expand Decibel’s international footprint with EU GMP certification that enables export of flower and a variety of extract products, with proven sales to 7 different countries including Australia, Denmark, Germany, Israel, Norway, Spain, and the United Kingdom.
  • Adds EU GMP and IMC-GAP certified annual flower production of 5.1 metric tonnes per annum (“TPA”), when combined with Decibel’s GACP facility, expands total TPA of exportable flower to more than 12.
  • Decibel anticipates AgMedica to contribute free cash flow generation in 2025 with limited working capital requirements in the near term as a result of AgMedica being sold free and clear of certain historical liabilities.
  • In connection with, and directly following completion of the Transaction, AgMedica entered into a 5 year industrial lease for the AgMedica facility in Chatham, Ontario, as well as a sale and leaseback agreement with Callisto pursuant to which certain equipment of AgMedica was transferred to Callisto and leased back to AgMedica for a nominal cost for the term of the AgMedica facility lease. AgMedica has the option to repurchase the equipment at the end of the term of the lease for a nominal value.
  • In connection with the Transaction, Decibel also acquired GreenSeal Nursery Ltd., a licensed nursery that holds and maintains certain cannabis genetics.
  • The Transaction is subject to the receipt of the final approval of the TSXV following the filing of all final documentation in accordance with the TSXV’s conditional approval letter dated October 16, 2024.
  • Further opportunities for growth as a result of the Transaction include but are not limited to:
    • Further potential growth in export extract products to meet growing consumer trends;
    • Support for Decibel’s recent vape launches in Australia and United Kingdom markets and new product launches;
    • Flexibility to utilize Thunderchild or third-party good agricultural and collecting practice (GACP) production to supply certain international markets;
    • Potential to grow contract manufacturing operations to provide partners access to international markets;
    • EU GMP validation of bubble hash and edibles;
    • Expand AgMedica production by an additional 4.7 TPA with additional investment;
    • Improve AgMedica production yields which are below Decibel’s current operated cultivation facilities; and
    • Optimization of production and automation to enhance profitability.

Q3 2024 Guidance

The Company is pleased to provide guidance on its expected Q3 2024 financial results: 

  • Net Revenue is expected to be between $23 to $25 million; and
  • Adjusted EBITDA[2] is expected to be between $4 to $6 million[3].

This guidance is based on Decibel’s new international exports within the quarter, sustained domestic sales, and new product launches. The Company expects to announce its Q3 2024 financial results on or about November 21, 2024.

Private Placement

In connection with the Transaction, the Company intends to complete a non-brokered private placement financing (the “Offering”) of Common Shares for gross proceeds of between $3,000,000 to $3,500,000, or such other amount as may determined by the Company.  The terms of the Offering will be determined in the context of the market, which terms will be announced by the Company in a subsequent news release. 

Shareholder Meeting Update

The Company will hold the Meeting on December 10, 2024 such that, amongst other matters to be considered at the Meeting, shareholders may review, consider and approve a resolution to approve the conversion feature of the Convertible Debenture and the potential creation of Callisto as a Control Person. The Company previously extended its Meeting though an Order from the Court dated September 25, 2024.  Additional meeting materials will be provided in due course and will be available under the Company’s profile at SEDAR+ (www.sedarplus.ca).

Link to Decibel’s Updated Investor Presentation

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

About Decibel

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

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

Cautionary Statements

Forward-Looking Statements

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

In this news release, forward-looking statements relate to, among other things, the conversion of the Convertible Debenture; Callisto becoming a “Control Person” of the Company; the Transaction accelerating Decibel’s international footprint with EU GMP certification; the anticipated additional flower production volume and total exportable flower production volume; the Company growing in extract products; the Transaction supporting the Company’s recent vape launches in Australia and United Kingdom markets and new product launches; the ability to use Thunderchild or third-party GACP production to supply international markets; the ability to grow CMO operations to provide partners access to international markets; EU GMP validation of bubble hash and edibles; the ability to improve AgMedica’s production yields following the Transaction; ability to optimize production and automation to grow profit post Transaction; anticipated 2024 year to date results of AgMedica; anticipated net revenue and adjusted EBITDA contributions by AgMedica and anticipated 2025 pro forma net revenue and adjusted EBITDA; the ability of the Company to extend its products and brand to the rest of the world; AgMedica’s ability to contribute free cash flow generation to the Company; the anticipated accretive aspects of the Transaction; the Company’s Q3 2024 guidance; the timing, and certain anticipated business, of the Meeting; 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 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 and FOFI. Such factors include, but are not limited to: risks relating to the final required approvals in relation to the Transaction, including those of the TSXV and shareholders of the Company, if applicable; risks related to the anticipated benefits of the Transaction and the ability of the Company to realize such anticipated benefits; risks related to the anticipated future growth opportunities available as a result of the Transaction and the ability of the Company to realize such anticipated future growth opportunities; risks relating to delays, regulatory changes and impacts, capital requirements, construction impacts, supply chain disruptions, the occurrence of plant pestilence, 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; the satisfaction of conditions precedent under the Company’s credit facilities; timing and completion of construction and expansion of the Company’s production facilities and retail locations; and the delay or failure to receive board, regulatory or other approvals, including any approvals of the TSXV, as applicable, for any matters in relation to the Company’s ongoing operations.  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 six months ended June 30, 2024 and 2023, which are 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: the anticipated benefits of the Transaction; the anticipated synergies and growth opportunities available upon closing the Transaction; growth of the brand and recognition in Canada will lead to growth internationally; demand for Decibel’s products; streamlining of operations and a transition towards automation will improve Decibel’s balance sheet; 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.

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 AgMedica’s operations, net revenue and adjusted EBITDA projections relating to the Company on a pro-forma basis in 2025 and the information provided under the Q3 2024 Guidance heading 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 actual results will likely vary from the amounts set forth herein and such variations may be material.

Readers are cautioned that the foregoing list of assumptions and risk factors is not exhaustive. The forward-looking statements and FOFI contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and FOFI 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 and/or FOFI to reflect new information, subsequent events, developments or otherwise unless so required by applicable securities laws.

PRELIMINARY FINANCIAL INFORMATION

The Company’s expectations for its Q3 net revenue and adjusted EBITDA (see “Cautionary Statement Regarding Certain Non-GAAP Measures” below) are based on, among other things, the Company’s anticipated financial results for the three and nine month periods ended September 30, 2024. 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 of interim review 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 of the financial statements for such periods and the changes could be material.

CAUTIONARY STATEMENT REGARDING CERTAIN NON-GAAP MEASURES

This news release contains certain financial performance measures, namely adjusted 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 licenced 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 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 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 EBITDA is intended to provide a proxy for the Company’s operating cash flow and is widely used by industry analysts to compare Decibel to its competitors and derive expectations of future financial performance of the Company. Adjusted EBITDA increases comparability between comparative companies by eliminating variability resulting from differences in capital structures, management decisions related to resource allocation, and the impact of fair value adjustments on biological assets, inventory, and financial instruments, which may be volatile on a period to period basis.


[1] Adjusted EBITDA is a non-GAAP financial measure.  Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” at the end of this news release for further details.  Adjusted EBITDA for the year ended December 31, 2023 was $25.9 million.

[2] Adjusted EBITDA is a non-GAAP financial measure.  Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” at the end of this news release for further details.

[3] Adjusted EBITDA for the third quarter of 2023 was $6.7 million.

Decibel Provides Update on Dried Flower Business and Announces Corporate Changes


CALGARY, ALBERTA – September 9, 2024 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, announces the Company’s flower strategy has exceeded its expectations and is pleased to provide an update alongside other corporate matters. 

This July, the Company announced a refocus on its dried flower consumer, along with a reorganization of dried flower processing across its facilities. The preliminary results of these initiatives are very positive and although these efforts are still in their early stages, the Company anticipates that the successful reception will continue. 

“We are excited by the overwhelmingly positive feedback we have received from Provincial boards, retailers, budtenders, and consumers of our reposition of QWEST dried flower and pre-roll products. We are delivering on the promise to provide great quality product at an exceptional value to the flower consumer in Canada.  Equally important, as demand is outpacing our current supply, we have established a plan to allow us to satisfy the great demand for our product in Canada while meeting the needs of our international partners in Australia, Israel, UK and Germany.”  said CRO Adam Coates. 

Domestic Flower Strategy

Decibel’s hero craft cannabis brand, QWEST, was re-launched in Alberta, BC & Ontario this July with the slogan “More Dank, Less Bank” appealing to flower consumers looking for true craft quality flower at an approachable price point.  Supporting the launch campaign was a sampling program focused on budtenders and retailers to reintroduce them to our craft quality and unique strains:

  • 98% of survey respondents who received an educational product sample indicated they would recommend QWEST flower products to their customers[1] ;
  • Depletions from AGLC, BC LDB and OCS distribution centres increased by over 500% since launch[2];
  • Decibel’s retail market share in dried flower has grown by over 400% in the past 4 weeks[3];
  • As demand continues to grow from consumers, we expect more listings to follow from the respective boards; and
  • Initiated the development of new product pipeline for 2025 that will expand the QWEST brand through great quality ready-to-consume formats and premiumization of dried flower products at great prices. 

International Flower Update

  • United Kingdom: the Company has received its first Purchase Order (“PO”) and expects to ship its first order of QWEST branded dried flower products to the UK before the end of September;
  • Australia: the Company has received advanced PO’s through the end of 2024 to support the growing demand of its flower products, with its next shipment expected before the end of September;
  • Israel:  the Company expects to ship its first order of dried flower to its new distribution partner in Israel in the coming week; and
  • Germany: the Company expects to ship its first flower products to Germany by the end of 2024.

Annual Meeting Update

The Company has applied to the Court of King’s Bench of Alberta under Section 132(2) of the Alberta Business Corporations Act for an extension of time to call its annual meeting of the shareholders of the Company to a date not later than December 31, 2024.

The Company filed its originating application with the Court on September 6th, 2024 and the application will come for a hearing on September 19th, 2024 at 10:00 am MT. The hearing will be conducted in person. Interested parties that wish to attend the hearing should email the Company at info@decibelcc.com as soon as possible and in any event by no later than September 18th, 2024 at 4:00 pm MT for information about the hearing.

The Company will also file applications for exemptions from the TSX Venture Exchange and other applicable regulatory bodies to similarly extend the deadline to hold the annual meeting under the applicable rules, policies and regulations.

Resignation of Officer

The Company accepted the resignation of Warren Matzelle, Chief Product Development and Marketing Officer effective as of September 6th, 2024.

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

About Decibel

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

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

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 Company’s expectations regarding the optimization of its portfolio, including the Company’s ability to continue to attract consumers; the results of the Company’s cultivation reorganization, including any anticipated increases in production efficiency, improvements in quality and reduced processing/packaging costs and the Company’s ability to scale production; the effects of the Company’s process initiatives, including the timeline for completion of these initiatives; the Company’s intention to re-focus on dried flower consumers; the Company’s expectations regarding the relaunching of QWEST; the expectation that consumer satisfaction will continue or that the Company will be able to continue to reach such consumer on a consistent basis, the timeline to ship flower and vape products to the UK; the effects of its product launch in Australia and the UK; its new relationship with its Israeli distribution partner, the anticipated of the Court hearing in relation to the annual shareholder meeting extension request and related timing of the annual shareholder meeting.

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 Company to implement its rightsizing initiatives, portfolio optimization, cultivation reorganization, process changes and domestic flower strategy; satisfaction of all international regulatory requirements, including applicable product testing; risks relating to delays; risks relating to extension applications in relation the annual shareholder meeting; other regulatory changes and impacts; capital requirements; construction impacts; displacement requirements; 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; 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.


[1] Decibel Prepared Survey, participants in most recent QWEST sampling program under

[2] AGLC Licensed Producer Inventory Report, BC LDP Provincial Wholesale Activity Report, and OCS Sale of Data Report

[3] HiFyre Retail Analytics, Licensed Producer Sales, National Data

Decibel Announces Second Quarter Results


CALGARY, ALBERTA – August 14, 2024 –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 period ending June 30, 2024.

“Decibel has shown good discipline reducing our current liabilities by ~5mm this quarter. Market share has been challenged but early indications from Qwest relaunch suggest we will regain market share in flower.  A continued focus on execution and capital efficiency will serve as the platform for future growth.” said Benjamin Sze, Decibel’s Chief Executive Officer.

Second Quarter Highlights

  • National Market Share(1) of 5.6% in Q2 2024, which placed Decibel as the 4th largest licensed producer in Canada by market share.
  • Net Revenue was $22.1 million in the second quarter of 2024, a year over year decrease of 22%. Net revenue decrease driven by increased competition in the infused pre-roll segment, vape consumers switching towards large format 510 cartridges and disposables and the halting of exports to Israel as the Company transitioned to a new distribution partner. Decibel is combatting market share declines with the relaunch of its domestic flower brand Qwest, introduction of large format 510 cartridges and disposables, and Vox brand extension.
  • Gross Margin Before Fair Value Adjustments was42% in the second quarter of 2024, compared to 43% in the second quarter of 2023. The quarter was negatively impacted by a write-down to inventory of $1.4 million.
  • Adjusted EBITDA(2) of$3.9 million in the second quarter of 2024, with a year over year decline of 46% over the second quarter of 2023. The decrease in Adjusted EBITDA quarter over quarter was primarily driven by a decline in net Canadian recreational sales and international sales.
  • Positive Free Cash Flow(2) of $0.9 million in the second quarter of 2024, with a sequential increase of 194% over the second quarter of 2023.
  • Adjusted Net Income(2) of positive$0.6 million in the second quarter of 2024, with a decline of $3.7 million over the second quarter of 2023.
  • Adjusted Earning Per Share (“Adjusted EPS”)(3) of $0.00, with a year over year decrease of $0.01.

Notes:

1 HiFyre Retail Analytics, Licensed Producer Sales over time Nationally

2 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.

3 Non-GAAP ratio. 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.

Refer to “Cash Flows” in the MD&A (as defined herein) for further details.

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 June 30, 2024 (the “Financial Statements”) and related management’s discussion & analysis for the three and six month periods ending June 30, 2024 (“MD&A”) are available under the Company’s profile at www.sedarplus.ca.

As of June 30, 2024, 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.  

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

About Decibel

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

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

Cautionary Statements

Non-GAAP Measures

This news release contains certain financial performance measures 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.

Non-GAAP Ratios

Adjusted earnings per share (adjusted net income (loss) divided by the number of outstanding shares) 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 adjusted earnings per share is a useful metric to normalize net income for biological asset accounting impacts.  

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; and the Company’s expectation that it will remain in compliance with all of its financial covenants under its credit facilities for the remainder of its twelve-month forecast period 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; 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.

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 and/or relaunches; 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

Market, Independent Third Party and Industry Data

Certain market, independent third party and industry data contained in this news release is based upon information from government or other independent industry publications and reports or based on estimates derived from such publications and reports. Government and industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but Decibel has not conducted its own independent verification of such information. This news release also includes certain data derived from independent third parties. While Decibel believes this data to be reliable, market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Decibel has not independently verified any of the data from independent third-party sources referred to in this news release or ascertained the underlying assumptions relied upon by such sources.

Decibel Announces Business Update


CALGARY, ALBERTA – July 8, 2024 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products would like to provide an update to its shareholders and stakeholders. 

Over the past month, the Company has executed a series of initiatives to improve operating efficiencies and focus on reducing expenses.  These came in the form of process optimization, portfolio rebalancing, right-sizing labour and new market exploration.  The purpose of this release is to provide some insight into these initiatives that form the basis of our new business strategy.

“Unfortunately, our stock has taken a hit over the last while.  This is disappointing and shareholder value is something we will focus on.  Our balance sheet needs to improve, and I believe we are taking the right steps to do so.  Decibel has consistently outperformed its peers by market share, revenue generation and profitability despite what our valuation may suggest. We are implementing operational and strategic enhancements that we anticipate will form the basis of a stronger and more resilient company allowing us to grow and take back market share,” said CEO Benjamin Sze. 

Domestic Flower Strategy

QWEST was the preeminent dried flower brand in 2018 when Decibel was formed. Over the past few years, our business focused on the highly scalable ready-to-consume product strategy (“RTC”). This has left an opportunity for the Company to re-align and refocus on our dried flower consumer, where we significantly under-index category market share.  Over the next month, we are excited to relaunch QWEST, delivering a value proposition that does not exist in market today. 

“QWEST started off as a premium brand.  As our product mix shifted to RTC, we failed to deliver on consumer expectations in the dried flower category, while the market evolved around us.  The upcoming relaunch of QWEST is focused on delivery of exceptional value to the flower consumer.  This platform, once established in Canada, will give us optionality both domestically and internationally and is expected to show market share gains,” said CMO Warren Matzelle. 

International Markets

We are also excited to announce that we have begun shipping vapes to Australia and expect to ship our first flower and vape products to the UK in early Q3 2024.  With these shipments we expect our brands to be just as successful internationally. 

Portfolio Optimization

The Company has completed a review of our product portfolio and lifecycle patterns.  SKU portfolio have been optimized ensuring we remain true to the General Admission, VOX and Qwest brands.  Our refreshed portfolio gives us meaningful participation in critical segments in vape, infused pre-roll, standard pre-roll and flower. Ensuring we have the right mix of products to meet the needs and wants of our consumers.    

“Decibel has been very good at identifying market trends and ensuring we are competitive in the categories we participate in.  I believe by optimizing on our product mix, we will better serve consumers and support our retailer partners,” said CRO Adam Coates

Rightsizing Initiatives:

Capex initiatives were put on pause with dollars being allocated to revenue generating activities alongside process improvements and right sizing of the business.  These initiatives are intended to realize an estimated annualized reduction in SG&A by approximately $2 million.  In addition to the rightsizing, work has been done to improve working capital and significantly reducing AP.   

“With all the implementation, we expect to materially strengthen our balance sheet, positioning the Company better to capitalize on opportunities in the future,” said CFO Stuart Boucher.

Cultivation Reorganization

Dried flower processing has been reorganized across our facilities.  These changes will allow us to increase efficiencies at each facility while ensuring we have quality checkpoints that are consistent across the organization. These changes are expected to allow a path to scale additional production while maintaining the great quality as required by consumer demand. 

“Changing the flow of how cannabis flower moves through our various facilities will allow each operation to focus on its core competency. This flexibility enables us to quickly scale up and down our supply to match the ever-changing demand profile irrespective of whether that demand comes through international sales or domestic wholesale,” said COO Kris Newell.

Change in Auditor

The Company’s former auditor KPMG LLP has exited the Canadian cannabis industry and therefore will not be standing for re-election at the Company’s AGM.  As a result the Company will be appointing a new auditor within the month of July 2024 and, following which, the Company intends to announce the date of our AGM.  KPMG LLP will remain engaged to review the Q2 2024 financial statements to the extent requested by the Company. 

About Decibel

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

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

Decibel Announces First Quarter Results


CALGARY, ALBERTA – May 29, 2024 –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, 2024.

“Despite the drop in revenue, we remain one of Canada’s top brands by market share.  With a focused effort on our strategy, we expect an improved Q2 and more importantly a continued path to sustainable growth and profitability.  I am currently undergoing a comprehensive business review and I look forward to sharing the initiatives undertaken before July 15th.” said Benjamin Sze, Decibel’s Chief Executive Officer.

First Quarter Highlights

  • National Market Share(1)  of 6.0% in Q1 2024, which placed Decibel as the 4th largest licensed producer in Canada by market share.
  • Net Revenue was $21.0 million in the first quarter of 2024, with year over year decrease of 16%. Net revenue decrease driven by increased competition in the infused pre-roll segment, vape consumers switching towards large format 510 cartridges and disposables and the halting of exports to Israel as the Company transitioned to a new distribution partner. Subsequent to quarter end, Decibel has launched large format 510 cartridges and disposables.
  • Gross Margin Before Fair Value Adjustments was 48% in the first quarter of 2024, compared to 51% in the first quarter of 2023.
  • Adjusted EBITDA(2) of$3.6 million in the first quarter of 2024, with a year over year decline of 45% over the first quarter of 2023. The decrease in Adjusted EBITDA quarter over quarter was primarily driven by a decline in net Canadian recreational sales and international sales and the reclassification of retail financial contributions to discontinued operations, partially offset by a decrease in SG&A.
  • Positive Free Cash Flow(2) of $375 thousand in the first quarter of 2024, with a sequential decrease of 79% over the first quarter of 2023.
  • Adjusted Net Loss(2) of$3.5 million in the first quarter of 2024, with a decline of $6.8 million over the first quarter of 2023. Adjusted Net Income was negatively impacted by a $3.3 million impairment on the Prairie Record’s assets held for sale during the first quarter of 2024 and subsequently sold on April 10, 2024.
  • Adjusted Earning Per Share (“Adjusted EPS”)(3) of negative $0.01, with a year over year decrease of $0.02.

Notes:

1 HiFyre Retail Analytics, Licensed Producer Sales over Time Nationally

2 Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.

3 Non-GAAP ratio. 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.

Refer to “Cash Flows” in the MD&A (as defined herein) for further details.

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, 2024 (the “Financial Statements”) and related management’s discussion & analysis for the three month period ending March 31, 2024 (“MD&A”) are available under the Company’s profile at www.sedarplus.ca.

As of March 31, 2024, 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.  

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

About Decibel

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

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

Cautionary Statements

Non-GAAP Measures

This news release contains certain financial performance measures 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.

Non-GAAP Ratios

Adjusted earnings per share (adjusted net income (loss) divided by the number of outstanding shares) 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 adjusted earnings per share is a useful metric to normalize net income for biological asset accounting impacts.  

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; and the Company’s expectation that it will remain in compliance with all of its financial covenants under its credit facilities for the remainder of its twelve-month forecast period 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; 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.

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.

Market, Independent Third Party and Industry Data

Certain market, independent third party and industry data contained in this news release is based upon information from government or other independent industry publications and reports or based on estimates derived from such publications and reports. Government and industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but Decibel has not conducted its own independent verification of such information. This news release also includes certain data derived from independent third parties. While Decibel believes this data to be reliable, market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Decibel has not independently verified any of the data from independent third party sources referred to in this news release or ascertained the underlying assumptions relied upon by such sources.

Decibel Announces Year End and Fourth Quarter Results


CALGARY, ALBERTA – April 29, 2024 –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, 2023.

“The Company’s fourth quarter financial results delivered another year of growth across all metrics and I look forward to working with the team to continue to build on this success” said Benjamin Sze, Decibel’s new Chief Executive Officer.

Fiscal Year 2023 Financial Highlights

  • Record Net Revenue of $116 million in 2023, an increase of 46% over 2022.
  • Record Adjusted EBITDA(1) of $25.9 million in 2023, an increase of 52% over 2022.
  • Record Adjusted Net Income(1) of $8.0 million in 2023, an increase of $4.9 million over 2022.

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.

Fourth Quarter Highlights

  • Record Net Revenue was $27.7 million in the fourth quarter of 2023, with year over year growth of 8%. The net revenue growth was driven by increased demand for the Company’s derivative products.
  • Gross Margin Before Fair Value Adjustments was 45% in the fourth quarter of 2023, compared to 43% in the fourth quarter of 2022. The increase partially reflects operational investments that partially impacted the quarter, including expansion of the Company’s manufacturing capacity.
  • Adjusted EBITDA(1) of$5.1 million in the fourth quarter of 2023, with a year over year decline of 27% over the fourth quarter of 2022. The decrease in Adjusted EBITDA was primarily driven by an increase in SG&A relating to increased sales and marketing spend and the launch of the Blinker proprietary vape system of $638 thousand. 
  • Adjusted Net Income(1) of negative$132 thousand in the fourth quarter of 2023, with a decline of $1.9 million over the fourth quarter of 2022. Adjusted Net Income was negatively impacted by $1.8 million of bad debt expense and $638 thousand for launch costs of Blinker, the Company’s proprietary new closed loop vape system.
  • Leverage: At the end of the fourth quarter of 2023, Decibel had a funded debt to trailing twelve month EBITDA(2) of 1.58x.

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.

Operating Highlights

International Developments

Subsequent to year end, the Company achieved the following developments internationally:

  • Completed its craft cannabis first export to Australia in March 2024;
  • Received its first purchase order for vapes to export to Australia;
  • Signed a supply agreement with a new Israel counterparty contemplating an annual commitment of 1,000 kilograms of craft cannabis; and
  • An Israeli customer defaulted on its payments required under the cannabis supply agreement with the Company, leading the Company to provision $1.6 million of such receivable. The Company took formal legal action to collect the receivable, and the Israeli company subsequently filed an insolvency motion. Decibel joined these proceedings and formally filed its claim with the trustee. The Company believes there is 300kg of inventory related to this provisioned receivable that is currently accessible, and that a portion of the receivable may be recoverable through a resale agreement of this inventory with the trustee and another Israeli company.

Summary Highlights

1 In the table above, wholesale inventory transferred to the retail stores and subsequently sold of $1.0 and $3.2 million for the three and twelve months, respectively, have been eliminated from retail sales and attributed to wholesale sales of flower and extracts to provide a more accurate depiction of business performance.

2 Supplementary financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.

Refer to “Cash Flows” in the MD&A (as defined herein) for further details.

Non-GAAP financial measure. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.

5 Non-GAAP ratio. Refer to “Cautionary Statement Regarding Certain Non-GAAP Measures” for further details.

Decibel’s audited financial statements for the year ending December 31, 2023 (“Financial Statements”) and related three and twelve month periods ending December 31, 2023 Management’s Discussion & Analysis (“MD&A”), are available under the Company’s profile at www.sedarplus.com. As of December 31, 2023, 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 focused on delivering products that delight customers through a commitment to robust innovation and product quality. Leading brands General Admission, Qwest, and Vox are among its portfolio sold both across Canada and beginning to extend towards new countries to create a global footprint. Decibel operates a processing and manufacturing facility in Calgary, Alberta, and two cultivation facilities in Creston, British Columbia, and Battleford, Saskatchewan.

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

Cautionary Statements

Non-GAAP Measures

This press release contains certain financial performance measures 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 loss and comprehensive 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 loss and comprehensive 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 loss and comprehensive 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 intended to provide a proxy for the Company’s net income and comprehensive income and is 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.2

Free Cash Flow is a non-GAAP financial measure that is calculated as cash flow from operations less cash 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.

Non-GAAP Ratios

Adjusted earnings per share (adjusted net income (loss) divided by the number of outstanding shares) and funded debt to trailing twelve month adjustedEBITDA (total debt divided by trailing twelve month adjusted EBITDA) are non-GAAP ratios, do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers. The Company believes that adjusted earnings per share is a useful metric to normalize net income for biological asset accounting impacts. The Company believes that funded debt to trailing twelve month adjusted EBITDA is a useful metric in assessing the company’s ability to repay total debt.

Supplementary Financial Measures

Retail Sales is a supplementary financial measure that is intended to provide a more accurate depiction of the revenue earned by the Company’s retail operations. Inventory transferred directly from the Company’s wholesale operations to the Company’s retail operations is removed from Retail Revenue as presented in the Financial Statements.

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 Information

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; and the Company’s expectation that it will remain in compliance with all of its financial covenants under its credit facilities for the remainder of its twelve-month forecast period 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 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, 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; 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.

With respect to forward-looking statements contained in this press 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.

Market, Independent Third Party and Industry Data

Certain market, independent third party and industry data contained in this news release is based upon information from government or other independent industry publications and reports or based on estimates derived from such publications and reports. Government and industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but Decibel has not conducted its own independent verification of such information. This news release also includes certain data derived from independent third parties. While Decibel believes this data to be reliable, market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Decibel has not independently verified any of the data from independent third party sources referred to in this news release or ascertained the underlying assumptions relied upon by such sources.

Sale of Prairie Records Retail Cannabis Stores to FIKA Closed


CALGARY, ALBERTA – April 10, 2024 –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 the previously disclosed sale of the assets of its brick-and-mortar retail cannabis operations (“Prairie Records”) to Fire & Flower Inc., a wholly-owned subsidiary of 2759054 Ontario Inc. d.b.a FIKA, for approximately $3.0 million.  Prairie Records is comprised of three cannabis stores in Alberta and three cannabis stores in Saskatchewan.   

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

About Decibel

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

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

Decibel Appoints Benjamin Sze as CEO


CALGARY, ALBERTA – April 8, 2024 –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 the appointment of Benjamin Sze as its Chief Executive Officer, effective April 8, 2024.

Mr. Sze’s transition into the role is expected to be very familiar for both him and the Company as Mr. Sze previously served as the CEO of Decibel before resigning in late 2020 to focus on the health of his family.

“We are very excited to have Mr. Sze rejoin the Company as its CEO and bring his experience and expertise back into the business to help facilitate and shepherd the Company through its next phase of development” said Shawn Dym, Decibel’s Chairman.

Former CEO Paul Wilson will be assisting Mr. Sze in handing off leadership of the Company.

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

About Decibel

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

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