[PRESS RELEASE] – CALGARY, Alberta, Oct. 21, 2026 – Decibel Cannabis Co. 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% of the shares issued and outstanding – at $1.91 in cash per share, for aggregate consideration of approximately $5 million (the "offer"). The offer is described in Ewing Morris's news release dated Oct. 19, 2026, and in Ewing Morris' offer letter to shareholders dated Oct. 19, 2026, and the related letter of transmittal (together, the "offer documents").
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% 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% 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% 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 Co. (toll free: 1-888-290-1175) and Sodali & Co. (toll free: 1-833-711-5524), respectively.
"Ewing Morris is an established Canadian investment manager, and the fact that they have offered to buy Decibel shares at a premium, we believe speaks to the quality of the business we are building,” Decibel Executive Chair Shawn Dym said. “While capital of any sort has been scarce in cannabis for several years, the arrival of thoughtful long-term investors is a meaningful signal. For shareholders who have wanted to sell, trading liquidity in our shares has been severely limited, and an offer of this kind provides a route that the market has not easily offered. Whether to participate is entirely each shareholder's own decision to make. Our focus does not change; we will keep executing our plan and creating long term value for our shareholders."
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 "take-over 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 take-over bid, shareholders will not have all of the protections that apply to a formal take-over bid under Canadian securities laws.
Shareholders should read the Ewing Morris release and the offer documents in full, which are available under Decibel's profile on SEDAR+ at www.sedarplus.ca, and should consult their own financial, tax and legal advisers. Shareholders who hold shares through a broker or other intermediary should follow that intermediary's instructions, which may impose earlier deadlines than the expiry of the offer. 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.
