Third-party offer made directly to shareholders -- No Shares issued by the Company and no dilution -- Management and the Board will not tender
CALGARY, AB, Oct. 21, 2026 /PRNewswire/ -- Decibel Cannabis Company Inc. ("Decibel" or the "Company") (TSXV: DB) (OTCQB: DBCCF) is commenting on the announcement by Ewing Morris Avenue LP ("Ewing Morris") of an unsolicited tender offer to purchase up to 2,617,801 common shares of Decibel (the "Shares") -- approximately 6.8% of the Shares issued and outstanding -- at $1.91 in cash per Share, for aggregate consideration of approximately $5.0 million (the "Offer"). The Offer is described in Ewing Morris's news release dated October 19, 2026 (the "Ewing Morris Release") and in Ewing Morris's offer letter to shareholders dated October 19, 2026 and the related letter of transmittal (together, the "Offer Documents").
What the Offer is, and what it is not. The Offer is an offer by Ewing Morris to purchase Shares directly from existing shareholders who choose to sell. It is not an offer to acquire Decibel, and it is not a transaction with the Company. Decibel is not a party to the Offer, was not involved in its preparation, is not issuing any securities in connection with it, and will not receive any proceeds from it. The number of Shares outstanding will not change as a result of the Offer.
Offer Summary
-- Partial offer for approximately 6.8% of the Shares. The Offer is limited
to up to 2,617,801 Shares of the 38,469,551 Shares issued and
outstanding. If more Shares are deposited than Ewing Morris has offered
to purchase, Shares will be taken up on a pro rata basis
-- Cash price of $1.91 per Share. According to the Ewing Morris Release, the
Offer price represents a premium of approximately 16.4% to the
volume-weighted average price of the Shares on the TSX Venture Exchange
for the 20 trading days prior to the announcement of the Offer. The Offer
price also represents a premium of approximately 19.4% to the closing
price of $1.60 on October 16, 2026, the last trading day prior to the
announcement of the Offer.
-- No new Shares and no dilution. The Offer is for Shares already held by
shareholders. No securities are being issued by the Company and no
proceeds are being raised by the Company.
-- Minimum deposit and other conditions. The Offer is conditional on, among
other things, at least 1,745,200 Shares being validly deposited. The
Offer is also subject to a number of other conditions, many of which may
be asserted or waived by Ewing Morris in its sole judgment, both before
and after the expiry of the Offer, including conditions relating to
regulatory matters, changes affecting Decibel, competing transactions,
changes in the market price of the Shares and general market conditions.
Ewing Morris may withdraw the Offer if its conditions are not satisfied.
Ewing Morris has stated that it will pay for Shares taken up no later
than three business days after take up.
-- Management and the Board will not tender. Each member of Decibel's
management team and Board of Directors has advised the Company that they
do not intend to deposit any Shares under the Offer, including any Shares
issuable under outstanding incentive securities such as options and
restricted share units. They remain long-term holders of Decibel.
-- Expiry and withdrawal. The Offer expires at 5:00 p.m. (Eastern Standard
Time) on November 6, 2026, unless extended, varied or withdrawn. Ewing
Morris has reserved the right, in its sole discretion, to extend or vary
the Offer, and the Offer Documents contemplate that the expiry time may
be changed to a later or earlier time. Deposited Shares may be withdrawn
at any time before they are taken up.
-- Depositary and information agent. Odyssey Trust Company (toll free:
1-888-290-1175) and Sodali & Co. (toll free: 1-833-711-5524),
respectively.
"Ewing Morris is an established Canadian investment manager, and the fact that they have offered to buy Decibel shares at a premium, we believe speaks to the quality of the business we are building. While capital of any sort has been scarce in cannabis for several years, the arrival of thoughtful long-term investors is a meaningful signal. For shareholders who have wanted to sell, trading liquidity in our shares has been severely limited, and an offer of this kind provides a route that the market has not easily offered. Whether to participate is entirely each shareholder's own decision to make. Our focus does not change; we will keep executing our plan and creating long term value for our shareholders." -- Shawn Dym, Executive Chair, Decibel Cannabis Company Inc.
No Recommendation
Neither the Board of Directors of Decibel nor the Company is making any recommendation to shareholders as to whether to deposit Shares under the Offer or to refrain from doing so. Each shareholder should make their own decision, having regard to their own circumstances, tax position and investment objectives.
Shareholders are not required to take any action. A shareholder who does not wish to participate in the Offer does not need to take any action with respect to the Offer. Shareholders may also continue to hold their Shares, or sell them through the facilities of the TSX Venture Exchange, where the market price may be higher or lower than the Offer price at any time.
Ewing Morris has stated that the Offer is not a "take-over bid" under applicable Canadian securities laws. Accordingly, the Company is not required to, and does not intend to, file a directors' circular in respect of the Offer. Because the Offer is not a take-over bid, shareholders will not have all of the protections that apply to a formal take-over bid under Canadian securities laws.
Shareholders should read the Ewing Morris Release and the Offer Documents in full, which are available under Decibel's profile on SEDAR+ at www.sedarplus.ca, and should consult their own financial, tax and legal advisors. Shareholders who hold Shares through a broker or other intermediary should follow that intermediary's instructions, which may impose earlier deadlines than the expiry of the Offer. Questions about the Offer should be directed to Ewing Morris or to its information agent, Sodali & Co., as more particularly provided in the Ewing Morris Release.
About Decibel
Decibel is a consumer-focused cannabis company and a market leader in Canadian branded manufactured cannabis products and global medical exports, built on leading brands including General Admission, Qwest and Standard Issue. The Company focuses on disciplined innovation, consistent product quality and strong brand execution. Alongside its leadership position in Canada, Decibel is a significant and growing participant in international cannabis markets. Decibel operates a processing and manufacturing facility in Calgary, Alberta, a cultivation facility in Battleford, Saskatchewan, and an EU GMP licensed cultivation and processing facility in Chatham, Ontario.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). Forward-looking statements are often, but not always, identified by words such as "expects", "anticipates", "intends", "will" and similar expressions. Forward-looking statements in this news release include statements about the terms, conditions, timing and completion of the Offer, the number of Shares that may be deposited and taken up, Ewing Morris's resulting ownership, the intentions of members of management and the Board not to deposit Shares under the Offer, and the Company's continued execution of its plan. Information about the Offer is based solely on the Ewing Morris Release and the Offer Documents, and Decibel has not independently verified it.
Forward-looking statements are based on certain assumptions, including that the information in the Ewing Morris Release and the Offer Documents is accurate, that Ewing Morris will conduct the Offer in accordance with its stated terms, and that members of management and the Board will not change their stated intentions. Forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially. Such factors include but are not limited to: the conditions of the Offer not being satisfied or being waived; the Offer being varied, extended or withdrawn by Ewing Morris; the number of Shares deposited; any change in the intentions of members of management or the Board with respect to the Offer; the market price of the Shares; and general market and economic conditions. Actual results may differ materially from those expressed or implied by forward-looking statements, and readers should not place undue reliance on them.
The forward-looking statements in this news release are made as of the date of this release. Decibel undertakes no obligation to update them, except as required by applicable securities laws.
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SOURCE Decibel Cannabis Company Inc.
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