Decibel Cannabis Company Inc. (TSXV:DB) (OTCQB:DBCCF) announced Tuesday that it has received final acceptance from the TSX Venture Exchange for its previously announced acquisition of a Canadian licensed producer of cannabis, AgMedica Bioscience Inc.
The acquisition, arranged through an agreement with Callisto Capital Corp. on October 28, 2024, was made in exchange for a $6.3 million unsecured convertible debenture. As a result of receiving the acceptance, Decibel has completed the conversion of the convertible debenture, pursuant to which it has issued 114.55 million common shares to Callisto.
The conversion of the convertible debenture was conditional upon receipt of final TSXV acceptance for the acquisition of AgMedica pursuant to Exchange Policy 5.3. This policy would have required approval from disinterested shareholders if Callisto became a major controller of the company. However, because the company has finished its recent private funding, Callisto will not control the company after the bond is converted. Therefore, approval from disinterested shareholders is not needed for the conversion.
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On Nov. 25, the Calgary, Alberta-based cannabis company confirmed completion of the second and final closing of non-brokered private placement of its common shares at $0.06 per share. At the second closing of the offering, it issued 19.65 million shares for gross proceeds of roughly $1.18 million.
Previously, Decibel projected that AgMedica could contribute $30 million of net revenue and $4 million of EBITDA in 2025, totaling an anticipated $130 million of net revenue and $25 million of adjusted EBITDA in 2025 on a pro-forma basis.
The transaction is expected to materially expand Decibel's international footprint with EU GMP certification that enables export of flower and a variety of extract products, with proven sales to seven different countries including Australia, Denmark, Germany, Israel, Norway, Spain and the United Kingdom.
Price Action
Decibel shares closed Monday's market session 6.62% higher at $0.0499 per share.
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