Decibel Announces Results of Annual and Special Meeting of Shareholders

Rhea-AI Summary

Decibel Cannabis Company (OTCQB: DBCCF) reported results of its annual and special meeting held on December 11, 2025. Shareholders approved all items voted on.

Key outcomes: the board size was fixed at four directors and Shawn Dym, Nadia Vattovaz, Jakob Ripshtein, and Benjamin Sze were elected; MNP LLP was appointed auditor; the 2025 Stock Option Plan was reapproved; and shareholders authorized a potential share consolidation up to 50-to-1, although the company said it currently has no intention to effect the consolidation.

Positive

• Board size fixed at 4 directors
• Election of 4 directors confirmed on Dec 11, 2025
• Appointed MNP LLP as auditor
• Reapproved the 2025 Stock Option Plan

Negative

• Shareholder authorization for up to 50-for-1 share consolidation
• Reapproved stock option plan implies potential share dilution

CALGARY, AB, Dec. 12, 2025 /PRNewswire/ - Decibel Cannabis Company Inc. (the "Company" or "Decibel") (TSXV: DB) (OTCQB: DBCCF), a market leader in premium cannabis and extract manufactured products, is pleased to announce that the results of its annual and special meeting of shareholders held on December 11, 2025 (the "Meeting").

Results of the Meeting

Decibel's shareholders approved all matters submitted by the Company for consideration at the Meeting.

At the Meeting, Decibel's shareholders:

1. 1. fixed the number of directors of the Company to be elected at the Meeting at four (4) directors;
   2. elected each of Shawn Dym, Nadia Vattovaz, Jakob Ripshtein, and Benjamin Sze to serve as directors of the Company;
   3. appointed MNP LLP, Chartered Professional Accountants, as the Company's auditors and authorized their remuneration, as such, be fixed by the board of directors;
   4. reapproved the 2025 Stock Option Plan, as more particularly described in the management information circular and proxy statement dated October 30, 2025;
   5. authorized the Company to, at any time within one (1) year, consolidate all of the issued and outstanding common shares of the Company on the basis of up to fifty pre-consolidation shares to one post-consolidation share (50-1), with the specific ratio to be determined by the Company's board of directors (the "Consolidation").

Although the Consolidation was approved by the Company's shareholders, the Company has no intention of effecting the Consolidation at this time and will provide all requisite public disclosure should such intention change at any time.

Subsequent to the Meeting, Shawn Dym, Nadia Vattovaz and Jakob Ripshtein have been appointed and agreed to serve on the Corporation's committees, with Ms. Vattovaz to serve as chair of the Company's Audit Committee, and Mr. Ripshtein to serve as chair of its Governance, Compensation and Nominating Committee.

About Decibel

Decibel is a consumer-focused cannabis company focused on delivering products that delight customers through a commitment to robust innovation and product quality. Leading brands General Admission, Qwest and Vox are among its portfolio sold both across Canada and beginning to extend towards new countries to create a global footprint. Decibel operates a processing and manufacturing facility in Calgary, Alberta, two cultivation facilities in Creston, British Columbia and Battleford, Saskatchewan, and an EUGMP licensed cultivation and processing facility in Chatham, Ontario.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statements

Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

In this news release, forward-looking statements relate to, among other things, receipt of all regulatory approvals for the Consolidation, the anticipated timing for completion of the Consolidation, Decibel's business plans generally, and specifically the creation of a global footprint and ability to delight customers through a commitment to robust innovation and product quality. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include but are not limited to: the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms. Many of these risks and uncertainties and additional risk factors generally applicable to the Company are described in the Company's management's discussion and analysis for the three and nine months ended September 30, 2025 and 2024, which are available under the Company's profile at www.sedarplus.ca. 

Readers are cautioned that the foregoing list of assumptions and risk factors is not exhaustive. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date hereof and Decibel does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events, developments or otherwise unless so required by applicable securities laws.

View original content to download multimedia:https://www.prnewswire.com/news-releases/decibel-announces-results-of-annual-and-special-meeting-of-shareholders-302639709.html

SOURCE Decibel Cannabis Company Inc.

FAQ

What did Decibel (DBCCF) shareholders approve at the December 11, 2025 meeting?

Shareholders approved fixing the board at 4 directors, elected the four directors named, appointed MNP LLP as auditor, reapproved the 2025 Stock Option Plan, and authorized a potential up to 50-1 share consolidation.

Does Decibel (DBCCF) plan to implement the approved up to 50-1 share consolidation now?

No; the company said it has no intention to effect the consolidation at this time and will disclose if that changes.

Who were elected to Decibel's board at the December 11, 2025 meeting?

Shawn Dym, Nadia Vattovaz, Jakob Ripshtein, and Benjamin Sze were elected as directors.

What changes to governance committees were announced after Decibel's meeting?

Nadia Vattovaz was named chair of the Audit Committee and Jakob Ripshtein was named chair of the Governance, Compensation and Nominating Committee.

How might the reapproved 2025 Stock Option Plan affect Decibel (DBCCF) shareholders?

The reapproval allows ongoing stock-based compensation under the 2025 Stock Option Plan, which may result in future share dilution if options are exercised.