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Decibel Cannabis Company Inc (2)
Symbol DB
Shares Issued 38,504,641
Close 2026-10-21 C$ 1.85
Market Cap C$ 71,233,586
Recent Sedar+ Documents

Decibel Cannabis receives offer for 6.8% of its shares

2026-10-21 17:58 ET - News Release

Mr. Shawn Dym reports

DECIBEL COMMENTS ON TENDER OFFER BY EWING MORRIS FOR UP TO 6.8 PER CENT OF COMMON SHARES AT $1.91 PER SHARE

Decibel Cannabis Company Inc. is commenting on the announcement by Ewing Morris Avenue LP of an unsolicited tender offer to purchase up to 2,617,801 common shares of Decibel -- approximately 6.8 per cent of the shares issued and outstanding -- at $1.91 in cash per share, for aggregate consideration of approximately $5.0-million. The offer is described in Ewing Morris's news release dated Oct. 19, 2026, and in Ewing Morris's offer letter to shareholders dated Oct. 19, 2026, and the related letter of transmittal.

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 per cent 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 per cent 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 per cent to the closing price of $1.60 on Oct. 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 p.m. (Eastern Standard Time) on Nov. 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.

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 "takeover 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 takeover bid, shareholders will not have all of the protections that apply to a formal takeover bid under Canadian securities laws.

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 Cannabis Company Inc.

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.

We seek Safe Harbor.

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