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Formerly Westleaf Inc.

Decibel Announces the Extension of Annual Financial Filings, Financial Update and Resignation of Chief Financial Officer


CALGARY, April 27, 2020 /CNW/ – Decibel Cannabis Company Inc. (the "Company" or "Decibel") (TSX-V:DB) (OTCQB:DBCCF) announces that it will delay the filing of its audited financial statements and related management’s discussion and analysis for the fiscal year ended December 31, 2019 (collectively, the "Annual Filings").

Recent proclamations and guidance from Canadian health authorities, the city of Calgary and the province of Alberta and challenges resulting from the COVID-19 pandemic, have required the Company and its auditors to coordinate the preparation of the Annual Filings remotely. As a result, the completion of audit procedures as well as of the preparation of the Annual Filings as a whole have been delayed.

According to Blanket Order 51-517 issued by the Alberta Securities Commission on March 23, 2020 (the "Blanket Order"), during the period from March 23, 2020 to June 1, 2020, a person or company required to make certain filings has an additional 45 days from the otherwise applicable deadline to make such filings. The Company is relying on the Blanket Order for temporary relief from the requirements set out in Part 4 and Part 5 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"), to file the Annual Filings by the applicable deadlines set forth in NI 51-102. 

All of the Company’s management, directors and other insiders will remain subject to its share trading and black-out policy which reflects the principles set out in section 9 of National Policy 11-207: Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

Decibel anticipates that it will be able to complete the Annual Filings no later than May 29, 2020.

Since the Company announced its latest interim financial report on November 28, 2019, the following material business developments have been previously disclosed by Decibel (collectively the "Disclosed Developments"):

(i)           

on December 6, 2019 a private placement with We Grow BC Ltd. (the "Private Placement");

(ii)          

on December 19, 2019 the results of its annual shareholder meeting held on December 18,2020, approving amongst other things, the change in management resulting from the Private Placement;

(iii)         

on December 23, 2019 the successful completion of the Private Placement;

(iv)        

on January 2, 2020 the third quarter results of We Grow BC Ltd.;

(v)         

on January 13, 2020 the resignation of its President and a corporate update;

(vi)        

on February 18, 2020 the rebrand from Westleaf Inc. to Decibel Cannabis Company Inc. (the "Rebrand"), corporate and operations update;

(vii)       

on March 2, 2020 the successful completion of the Rebrand; and

(viii)      

on April 14, 2020 a licensing update and business update relating to COVID-19.

 

The Disclosed Developments were disclosed in the Company’s public filings, which are available on the Company’s website at https://decibelcc.com/news/ and on its SEDAR profile at www.sedar.com.

In addition to the Disclosed Developments, based on its unaudited draft financial statements, the Company was in compliance, as at December 31, 2019, with all financial covenants contained in its credit facility (the "Credit Facility") with ATB Financial ("ATB"). Based on draft financial statements for the three months ended March 31, 2020, and out of an abundance of caution, the Company has entered into proactive discussions with ATB to ensure that applicable measures are in place in the event that the Company determines that it was not in compliance with any such covenant for the quarter end. The Company is optimistic that, if necessary, such discussions would be successful and covenant relief would be granted on a temporary basis. There is however, no certainty that any agreement will be reached nor that any covenant relief will be provided.

The Company is pleased to announce, one of its retail subsidiaries received its license from the Alberta Gaming, Liquor and Cannabis for its second Prairie Records branded retail store in Alberta. The Store is located at 8623-112 St NW, Edmonton, AB and is anticipated to be open to the public within the first two weeks of May.

Finally, the Company also announces today that Taylor Ethans, Chief Financial Officer and Co-Founder, has resigned from his position as Chief Financial Officer of Decibel effective May 4, 2020.

"Taylor co-founded Decibel and led from the position of Chief Financial Officer since inception. On behalf of the entire Company, we would like to thank Taylor for his leadership, hard work and commitment to Decibel" said Cody Church, Chairman of the Board of Decibel. "We wish Taylor nothing but continued success in his future endeavors."

The Company has appointed Stuart Boucher as interim Chief Financial Officer, effective May 4, 2020, and has initiated a search process to determine and appoint a permanent Chief Financial Officer. Prior to joining Decibel, Mr. Boucher worked in investment banking for BMO Capital Markets in their Global Energy group, focusing on public equity, debt offerings, and M&A advisory, exclusively in the Power & Energy Infrastructure industry. He holds a Bachelor of Commerce, with a major in Finance from the University of Alberta and was the second employee of Decibel, serving most recently as the Company’s Director of Corporate Development and Strategy. Mr. Boucher was instrumental in the merger with We Grow BC Ltd. and following the transaction has led the Company through numerous stringent cost-cutting activities and strategies.

About Decibel

Decibel is uncompromising in the process and craftsmanship needed to deliver the highest quality cannabis products and retail experiences. Decibel has three production houses operating or under development along with its wholly owned retail business, Prairie Records. The Qwest Estate in Creston, BC is a licensed and operating 26,000 square foot cultivation space which produces the widely championed, rare cultivar-focused brands Qwest and Qwest Reserve, which are sold in six provinces across Canada. Thunderchild Cultivation, an 80,000 square foot indoor cultivation facility in Battleford, SK is scheduled to be completed and licensed in 2020. The Plant, Decibel’s extraction facility, in Calgary, AB has 15,000 square feet of Health Canada licensed extraction and product development space. This production house will fuel the growth of our brands Qwest, Qwest Reserve, and Blendcraft, into new and innovative product formats like concentrates, vapes, edibles and beyond.

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

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 Company’s timing of the filing of the Annual Filings, the Company’s compliance with the financial covenants contained in its credit agreement, the timing of and results of discussions and negotiations with ATB and the certainty of reaching any agreement with ATB, the opening of its recently licensed Prairie Record, the timing, construction and licensing of the Thunderchild Cultivation facility, the Company’s ability to grow Qwest, Qwest Reserve and Blendcraft brands into new and innovative product formats and the Company’s ability to execute on the foregoing. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: risks relating to the Company’s ability to file the Annual Filings, additional timing, delays, regulatory changes and impacts, capital requirements, construction impacts, displacement requirements and unforeseen requirements resulting from the COVID-19 pandemic, the ability to obtain or maintain licences to retail cannabis products; review of the Company’s production facilities by Health Canada and receipt or 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. 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.

SOURCE Decibel Cannabis Company Inc.