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(CNW) Calgary – Decibel Cannabis Company Inc., a market leader in premium cannabis and extract manufactured products, is pleased to announce that it has completed a second and final closing of its previously announced (Oct. 30) non-brokered private placement of common shares in the capital of the company at a price of $0.06 per common share.
Under the second closing of the offering, Decibel issued 19,647,776 Common Shares for gross proceeds of approximately $1,178,867. The second closing was in addition to the previously announced (Nov. 4) first closing, whereby Decibel issued 33,503,864 Common Shares for gross proceeds of approximately $2,010,232. No finders’ fees were paid in connection with either the first or second closing of 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 final approval of the TSX Venture Exchange. 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.
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Certain directors and officers of the Company subscribed for an aggregate of 19,460,061 Common Shares in the first and second closings of 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. 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 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 date of the first closing or the second closing of the Offering because the details of the participation in each closing of the Offering by the related parties was not settled at the applicable times.
The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, 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.
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