Decibel Announces TSX Venture Exchange Acceptance for AgMedica Acquisition and Debenture Conversion

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CALGARY, AB, Dec. 3, 2024 /CNW/ - Decibel Cannabis Company Inc. (the "Company" or "Decibel") (TSXV: DB) (OTCQB: DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce that it has received final acceptance from the TSX Venture Exchange (the "TSXV") for its previously announced acquisition of AgMedica Bioscience Inc. ("AgMedica") on October 28, 2024 pursuant to an assignment agreement entered into with Callisto Capital Corp. ("Callisto") in exchange for a $6.3 million unsecured convertible debenture (the "Convertible Debenture").  As a result of receiving the acceptance, Decibel has completed the conversion of the Convertible Debenture, pursuant to which it has issued 114,545,455 common shares ("Common Shares") to Callisto.

The conversion of the Convertible Debenture was conditional upon receipt of final TSXV acceptance for the acquisition of AgMedica pursuant to Exchange Policy 5.3, which would have required disinterested shareholder approval of Callisto as a "Control Person" (as such term is defined in the rules and policies of the TSXV), if applicable.  As a result of the Company having completed its previously announced private placement, Callisto will not be a Control Person of the Company following conversion of the Convertible Debenture and therefore approval of the disinterested shareholders of the Company is not required for the conversion. 

Please see the Company's news release dated October 28, 2024 for additional details with respect to the acquisition of AgMedica. Please see the Company's news releases dated October 30, 2024, November 4, 2024 and November 25, 2024 for additional details regarding the private placement.

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, two cultivation facilities in Creston, British Columbia and Battleford, Saskatchewan, and an EUGMP licensed cultivation and processing facility in Chatham, Ontario.

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

Cautionary Statements

Forward-Looking Statements

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

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

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include but are not limited to: the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms.  Many of these risks and uncertainties and additional risk factors generally applicable to the Company are described in the Company's management's discussion and analysis for the three and six months ended September 30, 2024 and 2023, which are available under the Company's profile at www.sedarplus.ca.

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

SOURCE Decibel Cannabis Company Inc.