Ewing Morris Announces Revised All-Cash Offer to Acquire up to 2,392,345 Shares of Decibel Cannabis Company Inc.

• Revised offer is for $2.09 per Share of Decibel payable in cash for up to 2,392,345 Shares
• Revised offer represents approximately 27% premium to the 20-day volume-weighted average trading price prior to the original offer
• Provides Shareholders with immediate liquidity at a premium to market
• The deadline to tender Shares to the offer is extended to 5 p.m. (Eastern Standard Time) on November 13, 2026 

TORONTO, Nov. 4, 2026 /CNW/ -- Ewing Morris, on behalf of investment vehicles and accounts managed by it ("Ewing Morris"), today announced that it has revised its all-cash offer (the "Offer") to purchase common shares ("Shares") of Decibel Cannabis Company Inc. (TSXV: DB) (OTCQB: DBCCF) ("Decibel") by increasing the price being offered from $1.91 per Share to $2.09 per Share (the "Purchase Price") and extending the expiry time to 5:00 p.m. (Eastern Standard Time) on November 13, 2026, unless further varied, extended, or withdrawn in accordance with the terms of the Offer (the "Expiry Time"). The increased Purchase Price will not be increased further and represents Ewing Morris' best and final offer for the Shares.

The increased Purchase Price represents an approximate 27% premium to the volume-weighted average trading price of the Shares on the TSXV for the 20 trading days prior to the date of the original Offer on October 19, 2026.

The total value of the Offer, if fully taken up, is approximately $5,000,000. The Offer is open for acceptance until 5:00 p.m. (Eastern Standard Time) on November 13, 2026 unless the Offer is extended, varied or withdrawn. The Offer is not a "take-over bid" under Canadian securities laws.  

Shareholders of Decibel who have already validly deposited and not withdrawn their Shares are not required to take any further action to accept the Offer. No Shares will be taken up and paid for by Ewing Morris pursuant to the Offer until after the Expiry Time.

Ewing Morris has posted a letter to Shareholders (the "Letter") setting out more information pertaining to the revised Offer on Decibel's SEDAR+ profile at www.sedarplus.ca. The Letter has also been publicly disclosed by way of a separate press release.

Except as expressly otherwise set forth in the Letter, the terms and conditions set forth in the original offer dated October 19, 2026 (the "Original Letter") remain unchanged. Details of the Offer, including instructions for tendering Shares, are included in the Original Letter (as amended by the Letter, together with the letter of transmittal dated October 19, 2026, the "Offer Documents"). Please see "Details of Amended Offer" below for additional information.

Shareholders of Decibel should carefully read the Offer Documents prior to making a decision with respect to the Offer.

Reasons to Accept the Revised Offer 

The Offer provides existing Shareholders with the following benefits: 

1. All-Cash Premium. Shareholders will receive $2.09 in cash per Share, representing a 27% premium to recent trading prices.  
2. Unique Liquidity Opportunity. The Offer provides Shareholders with a rare opportunity to sell up to 2,392,345 Shares in a single transaction, a volume significantly exceeding historical trading activity in the Shares.  
3. Certainty of Value in a Thinly Traded Stock. The Shares have historically traded in limited volumes on the TSXV. The Offer enables Shareholders to sell at a fixed cash price, avoiding the downward price pressure that a sale of a comparable number of Shares in the market could create.

Details of Amended Offer

The Purchase Price is now $2.09 per Share. The Offer remains open for acceptance until 5:00 p.m. (Eastern Standard Time) on November 13, 2026, provided however that Ewing Morris reserves the right, in its sole and absolute discretion at any time, to: (i) extend or vary the offer at any time; or (ii) withdraw the offer if the conditions thereto are not met, and if withdrawn, it will not be required to take up or pay for Shares delivered pursuant to the offer. Any and all tendered Shares, up to a maximum of 2,392,345 Shares, will be taken up on November 13, 2026, provided that the conditions to the offer are satisfied, and payment will be made as soon as possible but in any event within three business days. No other terms of the Offer have been amended. 

Shareholder Questions

Shareholders of Decibel who have questions with respect to the Offer, or who need assistance in depositing their Shares, please contact the depositary or the information agent for the Offer at the contact details below:

Sodali & Co

Toll Free (US & Canada): 1-833-711-5524
Calls (All Regions): 1-289-695-3075
Email: [email protected]

Odyssey Trust Company

Toll Free (US & Canada): 1-888-290-1175
Calls (All Regions): 587-885-0960
Email: [email protected]

Additional Information

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Shares is only being made pursuant to the terms of the Offer Documents, as amended or supplemented.

The solicitation of offers to buy Shares is being made by Ewing Morris, and not by or on behalf of the management of Decibel. Ewing Morris has retained the services of Sodali & Co who will receive a management fee of $20,000 for its services as information agent under the Offer, plus success and/or ancillary payments and disbursements.

Based upon publicly available information, Decibel's head and registered office is at 1440-140, 4th Avenue SW, Calgary, Alberta, T2P 3N3, Canada. The press release does not set forth all of the terms and conditions of the Offer. Before making any decisions with respect to the Offer, holders of Shares should read the Offer Documents, as well as any amendments or supplements to the Offer Documents when they become available because they will contain important information. Shareholders will be able to obtain the Offer Documents for free on Decibel's SEDAR+ profile at www.sedarplus.ca.

None of Ewing Morris and its directors and officers, or, to the knowledge of Ewing Morris, any associates or affiliates of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of Decibel's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect Decibel or any of its subsidiaries. None of Ewing Morris nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming Shareholders' meeting, other than as set out herein.

The Offer is not a formal or exempt takeover bid under applicable Canadian securities laws and regulations.

Cautionary Statement Regarding Forward-Looking Information

This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws. Specifically, certain statements contained in this press release, including without limitation statements regarding the Offer, taking up and paying for Shares deposited under the Offer, Ewing Morris' assessment of Decibel's future prospects, contain "forward-looking information" and are prospective in nature. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.

Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information.

Although Ewing Morris believes that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to Decibel) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting Decibel's operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, that there will be no unplanned material changes to Decibel's operations, and that Decibel's public disclosure record is accurate in all material respects and is not misleading (including by omission).

Ewing Morris cautions that the foregoing list of material factors and assumptions is not exhaustive. While these factors and assumptions are considered by Ewing Morris to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Many of these assumptions are based on factors and events that are not within the control of Ewing Morris and there is no assurance that they will prove correct.

Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by Decibel in respect of the Offer, the content of subsequent public disclosures by Decibel, the failure to satisfy the conditions to the Offer, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward- looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although Ewing Morris has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to Ewing Morris or that Ewing Morris presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

Statements containing forward-looking information in this press release are based on Ewing Morris' beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Ewing Morris disclaims any obligation to do so, except as required by applicable law. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE Ewing Morris Avenue LP