Canadian Investment Firm Offers $5M for Decibel Cannabis Shares at 16% Premium

By Nicolás Rodríguez, Managing Editor

Canadian investment manager Ewing Morris has launched an all-cash offer to purchase up to C$5 million worth of shares in Decibel Cannabis Company (TSXV: DB; OTCQB: DBCCF), offering shareholders a 16.4% premium to the stock’s recent trading average.

The offer, announced October 19, would allow Ewing Morris to acquire up to 2,617,801 common shares at C$1.91 each. It expires November 6, unless extended, modified, or withdrawn.

Unlike a corporate takeover, the transaction involves the purchase of existing shares from investors willing to sell. Decibel itself would not receive the proceeds.

For Ewing Morris, the offer is an opportunity to increase its investment in a cannabis producer whose shares have struggled to attract trading activity. For existing shareholders, it provides an opportunity to sell a meaningful position without relying on the company’s limited daily trading volume.

A $5 Million Offer in a Thinly Traded Stock

According to Ewing Morris, Decibel shares traded an average of approximately 44,700 shares per day over the 20 trading sessions ended October 16.

At that pace, the 2.62 million shares covered by the offer represent roughly 59 days of average trading volume.

The investment manager argues that this lack of liquidity makes it difficult for shareholders to sell significant positions without affecting the market price.

“Suffering from excess capacity, the cannabis sector has consistently lagged the broader market for years,” Ewing Morris said in its announcement.

The firm added that smaller cannabis companies face particular difficulty attracting institutional investors and said it believes its ownership could provide greater stability to Decibel’s shareholder base.

The proposed purchase price represents a 16.4% premium to the stock’s volume-weighted average price over the preceding 20 trading days.

Decibel Shares Have Lost More Than Half Their Value in Five Years

Ewing Morris also pointed to the longer-term decline in cannabis equity valuations.

According to the firm’s figures, Decibel shares fell approximately 52% over the five years ended October 16, 2026, and were trading more than 97% below their January 2019 all-time high of C$60, adjusted for the company’s share consolidation.

The firm cited broader industry underperformance as part of the rationale for its offer. Over the five years ended September 30, 2026, the Global X Marijuana Life Sciences Index ETF generated a negative compound annual return of 25.3%, compared with a positive 11.9% for the S&P/TSX Composite Index.

These figures illustrate a persistent problem for publicly traded cannabis businesses: access to public equity markets does not necessarily translate into an active market for their shares.

For investors seeking to exit larger positions, low trading volumes can become an additional cost, particularly when selling pressure pushes prices lower.

What Happens Next?

The offer remains open until November 6 at 5 p.m. Eastern, subject to its terms and conditions.

If shareholders tender more than the maximum 2,617,801 shares, Ewing Morris will purchase shares on a proportional basis, meaning investors may be able to sell only part of the amount they submit.

The investment manager can also extend, amend, or withdraw the offer under specified conditions.

Ewing Morris has appointed Sodali & Co as information agent and Odyssey Trust Company as depositary. Full offer documents are expected to be available through Decibel’s SEDAR+ profile.

Because the transaction involves existing shares rather than a new equity issuance, it would not directly raise capital for Decibel or dilute shareholders through the creation of additional shares.

The immediate question is how many shareholders will accept the premium and how much additional ownership Ewing Morris will ultimately acquire.

For Decibel, the transaction also illustrates the challenge facing smaller publicly traded cannabis companies: even when investors are willing to commit capital, limited market liquidity can make accumulating or selling meaningful positions difficult.

Decibel Reports Profits as Institutional Investor Seeks Larger Stake

The offer comes as Decibel reports improving financial results, creating a contrast between the company’s operating performance and the limited liquidity of its publicly traded shares.

In the second quarter of 2026, Decibel reported C$35.6 million in revenue, C$18.1 million in gross profit and C$4.2 million in net income. International sales increased 72% year over year to C$10.6 million, reflecting the company’s growing exposure to markets outside Canada.

Decibel CEO Benjamin Sze told StratCann that the company was surprised by Ewing Morris’s offer but welcomed the interest from an institutional investor.

As cannabis companies navigate changing capital markets, institutional investment, and shareholder expectations, these discussions will continue at IgniteIt’s Capital & Policy Summit in Washington, D.C., on November 18. Join cannabis executives, investors, and policymakers to examine the financial and regulatory forces shaping the industry’s next phase of growth.