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Glorious Creation Ltd (2)
Symbol	GCIT
Shares Issued	2,801,572
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Glorious Creation cancels AeroBloom acquisition

2023-11-30 02:28 ET - News Release

Subject: Please disseminate NR - TODAY at 11 PM ET/ 8 PM PT - Nov 29 PDF Document File: Attachment GLORIOUS - News Release announcing termination of BCA.pdf GLORIOUS CREATION ANNOUNCES TERMINATION OF BUSINESS COMBINATION AGREEMENT WITH AEROBLOOM, CHANGE OF CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF A DIRECTOR Vancouver, British Columbia, November 29, 2023 Glorious Creation Limited ("Glorious" or the "Company") (CSE: GCIT.X), announces that, further to its news releases dated May 4, 2022 and September 14, 2022 and August 1, 2023, it has terminated the definitive business combination agreement dated July 30, 2023 (the "Agreement") with Aeroponics Integrated Systems Inc. ("AeroBloom") for the acquisition of all of the issued and outstanding common shares of AeroBloom (the "Transaction"). On November 1, 2023, the Company provided AeroBloom with a notice of breach of the Agreement (the "Notice") 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 October 31, 2023, the information and financial statements with respect to AeroBloom (the "AeroBloom Information") 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 US$1,000,000 from the escrowed proceeds. The Company expects that in due course the trading in its shares will resume on the Canadian Securities Exchange (the "CSE") 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 states "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." - 2 - About Glorious Creation Limited Glorious is incorporated under the provisions of the BCBCA with its registered and head office in Vancouver, British Columbia. Glorious is a "reporting issuer" in the provinces of Ontario, British Columbia and Alberta. For further information, please contact: Glorious Creation Limited Attention: Nicholas Luksha, CEO and Director Phone: (604) 838-0184 Cautionary Statement Regarding Forward-Looking Information This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the expectation that trading in the Company's shares will resume on the CSE, that the Company will continue to be designated as an inactive issuer, and that the Company will continue examining new potential acquisitions and other opportunities and that the Company's critical focus will shift to identifying a strong target opportunity to work towards building value for all of the Company's shareholders. Forward-looking statements are necessarily based upon several 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 effects of the termination of the Agreement with AeroBloom may be other than anticipated, trading in the Company's shares may not continue and/or the Company may be unable to look for or locate any potential acquisition or other opportunities. There can be no assurance that any of the forward-looking 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 forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Word Document File: '\\swfile\EmailIn\20231129 195549 Attachment GLORIOUS - News Release announcing termination of BCA.docx' - 2 - GLORIOUS CREATION ANNOUNCES TERMINATION OF BUSINESS COMBINATION AGREEMENT WITH AEROBLOOM, CHANGE OF CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF A DIRECTOR Vancouver, British Columbia, November 29, 2023 - Glorious Creation Limited ("Glorious" or the "Company") (CSE: GCIT.X), announces that, further to its news releases dated May 4, 2022 and September 14, 2022 and August 1, 2023, it has terminated the definitive business combination agreement dated July 30, 2023 (the "Agreement") with Aeroponics Integrated Systems Inc. ("AeroBloom") for the acquisition of all of the issued and outstanding common shares of AeroBloom (the "Transaction"). On November 1, 2023, the Company provided AeroBloom with a notice of breach of the Agreement (the "Notice") 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 October 31, 2023, the information and financial statements with respect to AeroBloom (the "AeroBloom Information") 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 US$1,000,000 from the escrowed proceeds. The Company expects that in due course the trading in its shares will resume on the Canadian Securities Exchange (the "CSE") 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 states "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 Limited Glorious is incorporated under the provisions of the BCBCA with its registered and head office in Vancouver, British Columbia. Glorious is a "reporting issuer" in the provinces of Ontario, British Columbia and Alberta. For further information, please contact: Glorious Creation Limited Attention: Nicholas Luksha, CEO and Director Phone: (604) 838-0184 Cautionary Statement Regarding Forward-Looking Information This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the expectation that trading in the Company's shares will resume on the CSE, that the Company will continue to be designated as an inactive issuer, and that the Company will continue examining new potential acquisitions and other opportunities and that the Company's critical focus will shift to identifying a strong target opportunity to work towards building value for all of the Company's shareholders. Forward-looking statements are necessarily based upon several 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 effects of the termination of the Agreement with AeroBloom may be other than anticipated, trading in the Company's shares may not continue and/or the Company may be unable to look for or locate any potential acquisition or other opportunities. There can be no assurance that any of the forward-looking 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 forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.