Decibel Announces First Closing of Private Placement

Press Release

November 4, 2024

CALGARY, ALBERTA – November 4, 2024 –Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSX-V:DB) (OTCQB:DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce that it has completed a first closing under its previously announced (October 30, 2024) 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”).

Under the first closing of the Offering, Decibel issued 33,503,864 Common Shares for gross proceeds of approximately $2,010,232.  No finders’ fees were paid in connection with the first closing of the Offering.

“The initial tranche of the private placement was closed to provide insiders with an opportunity to participate. Over 75% of this first tranche subscribers were insiders, employees and consultants which emphasizes management’s dedication and commitment to growing Decibel together.  There is more than sufficient remaining interest to complete the private placement and cap the funding at our target” said Benjamin Sze CEO.

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 final approval of the TSX Venture Exchange (“TSXV”). The Common Shares issued pursuant to the Offering are subject to a hold period expiring four months and one day from the date of issuance, other than with respect to Common Shares issued to certain employees of the Company. The Company expects to complete an additional closing or closings on or prior to November 30, 2024.

Certain directors and officers of the Company subscribed for an aggregate of 18,626,728 Common Shares in the first closing of the Offering, representing approximately 55.60% of the number of Common Shares sold in the first closing. 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. The Company did not file a material change report more than 21 days before the expected date of the first closing under the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to completion of the first closing and the Company wished to close on an expedited basis for business reasons.

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.

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

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