Decibel Announces Non-Brokered Private Placement

November 4, 2024

CALGARY, ALBERTA – October 30, 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, 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.

For More Information Contact:

Decibel Cannabis Company Inc.

info@decibelcc.com

1-844-993-4769

www.decibelcc.com

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