Mr. Nicholas Luksha reports
GLORIOUS CREATION ANNOUNCES TERMINATION OF BUSINESS COMBINATION
AGREEMENT WITH AEROBLOOM, CHANGE OF CHIEF EXECUTIVE OFFICER AND
APPOINTMENT OF A DIRECTOR
Further to the news releases dated May 4, 2022,
Sept. 15, 2022, and Aug. 1, 2023, Glorious Creation Ltd. has terminated the definitive business combination
agreement dated July 30, 2023, with Aeroponics Integrated Systems Inc.
(AeroBloom) for the acquisition of all of the issued and outstanding common shares of
AeroBloom.
On Nov. 1, 2023, the company provided AeroBloom with a notice of breach of the agreement on the basis that AeroBloom failed to use commercially reasonable
efforts to obtain and furnish to the company, as soon as practicable but in any event on or before
Oct. 31, 2023, the information and financial statements with respect to AeroBloom required to be included in the company's information circular
necessary to obtain approval of the transaction from the company's shareholders under
applicable Canadian securities laws.
The failure of AeroBloom to provide the company with the AeroBloom information constituted
a breach of the agreement and entitled the company to terminate the agreement, at its sole
option, unless the breach was cured within 15 business days of the notice. AeroBloom failed to
cure the breach within the required period, and the company terminated the agreement.
Pursuant to the agreement, the company has received a termination fee of $1-million (U.S.) from
the escrowed proceeds.
The company expects that in due course the trading in its shares will resume on the Canadian
Securities Exchange and that the company will continue to be designated an inactive
issuer by the CSE. In addition, the company plans to continue examining new potential
acquisitions and other opportunities.
The company also announces that Liam Corcoran has resigned as the chief executive officer of
the company, and that Nicholas Luksha, a director of the company, has been appointed as the
chief executive officer in place of Mr. Corcoran. In addition, the company announces that
Constantine Carmichael has been appointed as a director of the company.
Mr. Luksha stated: "The company and our team put forth a tremendous effort to move forward
with the Aerobloom transaction. Given that it was not able to proceed as planned, our critical
focus will shift to identifying a strong target opportunity to work towards building value for all
of our shareholders."
About Glorious Creation Ltd.
Glorious Creation is incorporated under the provisions of the B.C. Business Corporations Act with its registered and head office
in Vancouver, B.C. Glorious Creation is a reporting issuer in the provinces of Ontario,
British Columbia and Alberta.
We seek Safe Harbor.
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