/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,
AB, Oct. 30, 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, 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.
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.
SOURCE Decibel Cannabis Company Inc.
