Glorious Creation Announces Closure of US$4.6 Million Towards Aerobloom Financing
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GLORIOUS CREATION ANNOUNCES CLOSURE OF US$4.6 MILLION TOWARDS AEROBLOOM FINANCING
Vancouver, British Columbia, December 6, 2022 – Glorious Creation Limited ("Glorious" or the "Company") (CSE: GCIT.X), is pleased to announce that, further to its news releases dated May 4, 2022, and September 14, 2022 (the "Initial News Releases"), Aeroponics Integrated Systems Inc. ("AeroBloom" and together with "Glorious" the "Parties") has closed the first and second tranches (the “Initial Tranches”) of its previously announced crowdfunding regulation financing of up to approximately 13,513,513 common shares of AeroBloom ("AeroBloom Shares") at a price of US$0.37 per AeroBloom Share for gross proceeds of up to US$5,000,000 (the "AeroBloom Financing").
Under the Initial Tranches, AeroBloom issued 12,432,432 AeroBloom Shares at a price of US$0.37 per AeroBloom Share for gross proceeds of approximately US$4.6 million to subscribers in the United States. Pursuant to the terms of the definitive share exchange agreement dated May 3, 2022, among the Company, AeroBloom and the shareholders of AeroBloom (the "Definitive Agreement"), US$1,400,000(1) of the gross proceeds of the Initial Tranches have been deposited into escrow until the earlier of the closing of the Transaction (as described in the Initial News Releases) or termination of the Definitive Agreement.
Liam Corcoran, CEO of Glorious, stated: “GCIT is excited to announce positive progress towards completing its transaction to take Aerobloom public on the Canadian Securities Exchange in 2023 and believes that closing this initial funding is a huge step towards Aerobloom reaching its future potential and using its proprietary technology to become a major player in the Agricultural Technology sector.”
The net proceeds of the AeroBloom Financing are expected to be used for marketing and advertising AeroBloom's products and the AeroBloom Financing, leasing costs, the repayment of outstanding indebtedness, general working capital requirements and to cover costs and expenses in connection with the AeroBloom Financing.
For further details on the AeroBloom Financing, readers are referred to the Initial News Releases, which are available under the Company’s profile on SEDAR at www.sedar.com.
(1) The Company corrects the disclosure in its News Release dated September 14, 2022 to state that US$1,400,000 (rather than US$2,500,000, which is what was previously disclosed in the Company’s news release dated September 14, 2022) of the gross proceeds of the AeroBloom Financing have been deposited into escrow in accordance with the terms of the Definitive Agreement.
About AeroBloom
AeroBloom is a private company incorporated under the laws of California. AeroBloom’s core business is the development and use of proprietary aeroponics technology to harvest and cultivate various crops including tomatoes and bell peppers for distribution and retail. AeroBloom’s technology, which includes hardware, software, and know-how (unique growing protocols) for the optimal cultivation of plant crops in controlled environments, provides advantages in terms of yield, water conservation, speed of growth, and quality of crops relative to other similar systems available
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for controlled environment agriculture. This, in turn, allows AeroBloom to produce food at a lower cost relative to other producers using similar systems. AeroBloom intends to construct a greenhouse capable of growing tomatoes and bell peppers using its proprietary aeroponics technology. At the same time, Aerobloom has retained Kevin McDoneld as Chief Technical Officer to develop and implement an AI software and robotics system that can be integrated into the existing aeroponics system. Mr. McDoneld has over 25 years of engineering experience including working on projects for NASA, General Electric and the US Navy.
Additional information regarding AeroBloom can be found on AeroBloom’s website at aerobloom.com. Financial information regarding AeroBloom will be provided in a future news release once available.
About AeroSynergy
AeroSynergy is a Delaware limited liability company controlled by certain founders of AeroBloom. AeroSynergy has leased a cannabis-licensed building (Cultivation, Manufacturing, and Distribution licenses) and is near completion of obtaining its power upgrade and building permit. This facility is expected to serve as a commercial-scale showcase for the yield, resource, and efficiency advantages of AeroBloom's patent pending aeroponics system to be utilized on various crops.
About Glorious Creation Limited
Glorious is incorporated under the provisions of the Business Corporations Act (British Columbia) 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: Liam Corcoran, CEO and Director Phone: (778) 889-4966
Cautionary Note
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Listing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company or the resulting issuer following the Transaction should be considered highly speculative. The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
The CSE does not accept responsibility for the adequacy or accuracy of this news release
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Forward Looking Information
This news release contains forward-looking statements and information that are based on the beliefs of management and that reflect the Company's current expectations. When used in this news release , the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release includes, without limitation, information regarding the terms of the AeroBloom Financing and the use of proceeds therefrom and the terms and timing of completion of the transactions contemplated under the Definitive Agreement. Although Glorious believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Such statements and information reflect the current view of Glorious. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:
- the risk that the Parties are unable to complete the transactions contemplated under the Definitive Agreement, on the terms and conditions anticipated, or at all;
- there is no assurance that the AeroBloom Financing will be completed or as to the actual gross proceeds to be raised in connection with the AeroBloom Financing;
- there is no assurance that Glorious and AeroBloom will obtain all requisite approvals for the transactions contemplated under the Definitive Agreement, including the approval of the Canadian Securities Exchange (which may be conditional upon amendments to the terms of the transactions contemplated under the Definitive Agreement);
- risks related to the ongoing COVID-19 pandemic and the ongoing conflict in Eastern Europe and how either of these events could cause material delays in the consummation of the transactions contemplated under the Definitive Agreement;
- unanticipated costs and expenses;
- new laws or regulations could adversely affect the ability of the Parties to consummate the transactions contemplated under the Definitive Agreement; and
- other risks and factors that the Parties are unaware of at this time.
Such forward information and statements are based on numerous assumptions, including among others, that all conditions required for the transactions contemplated under the Definitive Agreement will be fulfilled prior to the Outside Date (as defined in the Initial News Releases), that the Company will be able to obtain receipt of all shareholder, regulatory and third party approvals required for the transactions contemplated under the Definitive Agreement, that COVID-19 or the ongoing conflict in Eastern Europe will not materially impact the consummation of the Transaction or the businesses or personnel of Glorious and AeroBloom, and that general business and economic conditions will not change in a material adverse manner. Although the assumptions made by the Company in providing forward looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
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Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those contained in, or implied by, the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The forward-looking information contained in this news release represents the expectations of Glorious as of the date of this news release and, accordingly, is subject to change after such date. Accordingly, readers should not rely upon this information as of any other date. While Glorious may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
U.S. Securities Law Disclaimer
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended). The Company’ securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person, absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.